Bill C-15

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Royal Assent

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	130. Subsection 518(1) of the Act is replaced by the following:
Expenses payable by company	518. (1) Where the Superintendent has taken control of a company pursuant to subparagraph 510(1)(b)(iii) and the control expires or is relinquished pursuant to section 515 or paragraph 516(a), the Superintendent may direct that the company be liable for repayment of all or part of the expenses resulting from the taking of control of the company and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, together with such interest in respect thereof at such rate as is specified by the Superintendent.
	131. Section 519 of the English version of the Act is replaced by the following:
Priority of claim in liquidation	519. In the case of the winding-up of a company, the expenses resulting from the taking of control of the company under subsection 510(1) and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, and interest in respect thereof at such rate as is specified by the Superintendent, constitute a claim of Her Majesty in right of Canada against the assets of the company that ranks after all other claims but prior to any claim in respect of the shares of the company.
1991, c. 45, par. 540(a)	132. Subsection 530(1) of the Act is replaced by the following:
Appeal to Federal Court	530. (1) An appeal lies to the Federal Court from any direction of the Minister made pursuant to subsection 401(1).
R.S., c. W-11	WINDING-UP ACT
	*133. The long title of the Winding-up Act* is replaced by the following:**
	An Act respecting the winding-up and restructuring of companies
	134. Section 1 of the Act is replaced by the following:
Short title	1. This Act may be cited as the Winding-up and Restructuring Act.
	135. (1) Paragraph (b) of the definition ``Minister'' in section 2 of the Act is replaced by the following:
	(b) in Part III, the Minister of Finance;
	(2) Section 2 of the Act is amended by adding the following in alphabetical order:
``assets'' « actif »	``assets'' means, in respect of a foreign insurance company, the assets in Canada, within the meaning of subsection 2(1) of the Insurance Companies Act, of the foreign insurance company together with its other assets held in Canada under the control of its chief agent, within the meaning of section 571 of that Act, including all amounts received or receivable in respect of its insurance business in Canada;
``financial institution'' « institution financière »	``financial institution'' has the same meaning as in section 3 of the Office of the Superintendent of Financial Institutions Act;
``foreign insurance company « société étrangère »	``foreign insurance company'' means a foreign insurance company that is authorized under Part XIII of the Insurance Companies Act to insure in Canada risks;
``Superinten- - - dent'' « surinten- dant »	``Superintendent'' means the Superintendent of Financial Institutions appointed pursuant to subsection 5(1) of the Office of the Superintendent of Financial Institutions Act and a reference to the ``Office of the Superintendent'' shall be construed as a reference to the office established by section 4 of that Act;

	136. Section 6 of the Act is replaced by the following:
Application	6. This Act applies to all corporations incorporated by or under the authority of an Act of Parliament, of the former Province of Canada or of the Province of Nova Scotia, New Brunswick, British Columbia, Prince Edward Island or Newfoundland, and whose incorporation and affairs are subject to the legislative authority of Parliament, and to incorporate banks and savings banks, trust companies, insurance companies, loan companies having borrowing powers, building societies having a capital stock and incorporated trading companies doing business in Canada wherever incorporated where any such body
	(a) is insolvent;
	(b) is in liquidation or in the process of being wound up and, on petition by any of its shareholders or creditors, assignees or liquidators, asks to be brought under this Act; or
	(c) if it is a financial institution, is under the control, or its assets are under the control, of the Superintendent and is the subject of an application for a winding-up order under section 10.1.
	137. Section 8 of the Act is repealed.
	138. The Act is amended by adding the following after section 10:
Other winding-up circumstances	10.1 Where the Superintendent has taken control of a financial institution or taken control of the assets of a financial institution pursuant to paragraph 538(1)(b) of the Bank Act, paragraph 442(1)(b) of the Cooperative Credit Associations Act, paragraph 679(1)(b) of the Insurance Companies Act or paragraph 510(1)(b) of the Trust and Loan Companies Act or, in the case of a foreign insurance company, taken control of its assets under subparagraph 679(1)(b)(i) or (ii) of the Insurance Companies Act, a court may make a winding-up order in respect of the financial institution or the insurance business in Canada of the foreign insurance company if the court is of the opinion that for any reason it is just and equitable that the financial institution or the insurance business in Canada of the foreign insurance company should be wound up or if, in the case of
	(a) a bank to which the Bank Act applies, the control was taken on a ground referred to in paragraph 538(1.1)(a), (c), (e) or (f) of that Act;
	(b) a company to which the Trust and Loan Companies Act applies, the control was taken on a ground referred to in paragraph 510(1.1)(a), (c), (e) or (f) of that Act;
	(c) an insurance company to which the Insurance Companies Act applies, other than a foreign insurance company, the control was taken on a ground referred to in paragraph 679(1.1)(a), (c), (e) or (f) of that Act;
	(d) a foreign insurance company to which the Insurance Companies Act applies, the control of its assets was taken on a ground referred to in paragraph 679(1.2)(a), (c) or (e) of that Act; or
	(e) an association to which the Cooperative Credit Associations Act applies, the control was taken on a ground referred to in paragraph 442(1.1)(a), (c), (e) or (f) of that Act.
	139. Section 11 of the Act is amended by striking out the word ``and'' at the end of paragraph (b), by adding the word ``and'' at the end of paragraph (c) and by adding the following after paragraph (c):
	(d) in the case mentioned in section 10.1, be made by the Attorney General of Canada.
	140. Section 12 of the Act is replaced by the following:
How and where made	12. (1) An application for a winding-up order may be made by petition to the court in the province where the head office of the company is situated or in the province where its chief place or one of its chief places of business in Canada is situated.
Notice of application	(2) Except in cases where an application for a winding-up order is made by a company, four days notice of the application shall, unless otherwise directed by a court, be given to the company before the making of the application.
	141. Sections 17 and 18 of the Act are replaced by the following:
Actions against company may be stayed	17. A court may, on the application of a company, or of any creditor, contributory, liquidator or petitioner for the winding-up order, at any time after the presentation of a petition for the order and before making the order, restrain further proceedings in any action, suit or proceeding against the company, on such terms as the court thinks fit.
Court may stay winding-up proceedings	18. A court may, on the application of any creditor, contributory, liquidator or petitioner for the winding-up order, at any time after the order is made, and on proof, to the satisfaction of the court, that all proceedings in relation to the winding-up ought to be stayed, make an order staying those proceedings, either altogether or for a limited time, on such terms and subject to such conditions as the court thinks fit.
	142. The Act is amended by adding the following after section 22:
Termination of certain contracts not precluded	22.1 (1) Nothing in this Act or an order made under this Act prevents or prohibits the termination of an eligible financial contract and the setting off of obligations between a company in respect of which winding-up proceedings under this Act are commenced and the other parties to the eligible financial contract in accordance with its provisions, and if the net termination values determined in accordance with the eligible financial contract are owed by the company to another party to the eligible financial contract, that other party shall be deemed to be a creditor of the company with a claim provable against the company in respect of the net termination values.
Definitions	(2) In subsection (1),
``eligible financial contract'' « contrat financier admissible »	``eligible financial contract'' means any of the following agreements, namely,
	(a) a currency or interest rate swap agreement,
	(b) a basis swap agreement,
	(c) a spot, future, forward or other foreign exchange agreement,
	(d) a cap, collar or floor transaction,
	(e) a commodity swap,
	(f) a forward rate agreement,
	(g) a repurchase or reverse repurchase agreement,
	(h) a spot, future, forward or other commodity contract,
	(i) an agreement to buy, sell, borrow or lend securities, to clear or settle securities transactions or to act as a depository for securities,
	(j) any derivative, combination or option in respect of, or agreement similar to, an agreement or contract referred to in paragraphs (a) to (i),
	(k) any master agreement in respect of any agreement or contract referred to in paragraphs (a) to (j),
	(l) any master agreement in respect of a master agreement referred to in paragraph (k),
	(m) a guarantee of the liabilities under an agreement or contract referred to in paragraphs (a) to (l), and
	(n) any agreement of a kind prescribed by the regulations;
``net termination value'' « valeurs nettes »	``net termination value'' means the net amount obtained after setting off the mutual obligations between the parties to an eligible financial contract in accordance with its provisions.
Regulations	(3) The Governor in Council may make regulations prescribing kinds of agreements for the purposes of paragraph (n) of the definition ``eligible financial contract'' in subsection (2).
1992, c. 27, par. 90(1)(o)	143. Subsection 23(2) of the Act is replaced by the following:
Trustee under Bankruptcy and Insolvency Act	(2) In the case of a company, except incorporated building societies and railway companies, a court shall not appoint as liquidator any person, other than the Canada Deposit Insurance Corporation, who is not licensed as a trustee under the Bankruptcy and Insolvency Act.
Superin- tendent not to be liquidator	(3) The Superintendent shall not be appointed as a liquidator of a company.
	144. Section 24 of the Act is replaced by the following:
If more than one liquidator	24. If more than one liquidator is appointed under subsection 23(1), a court may
	(a) direct whether any act to be done by a liquidator is to be done by all or any one or more of the liquidators; and
	(b) allocate responsibilities among the liquidators or permit them to allocate responsibilities among themselves.
	145. Section 26 of the Act is replaced by the following:
Notice	26. Except as otherwise ordered by the court, no liquidator shall be appointed under subsection 23(1) unless a previous notice is given to the creditors, contributories and shareholders or members of the company, and the court shall by order direct the manner and form in which the notice shall be given and the length of the notice.
	146. Section 34 of the Act is replaced by the following:
Liquidator to prepare statement	34. A liquidator shall, within 120 days after appointment, prepare a statement of the assets, debts and liabilities of the company and of the value of those assets as shown by the books and records of the company.
	147. (1) Subsection 35(1) of the Act is amended by striking out the word ``and'' at the end of paragraph (g), by adding the word ``and'' at the end of paragraph (h) and by adding the following after paragraph (h):
	(i) enter into an agreement with any compensation association designated by order of the Minister of Finance pursuant to section 449 or 591 of the Insurance Companies Act in order to facilitate the payment of claims to policyholders and the preservation of the value of the estate.
	(2) Section 35 of the Act is amended by adding the following after subsection (1):
Agreement provisions	(1.1) An agreement referred to in paragraph (1)(i) may include provisions setting out the priority for repayment to the compensation association of amounts advanced by it to a company in accordance with the agreement.
	148. The Act is amended by adding the following after section 35:
Liquidator not liable	35.1 A liquidator is not liable to any person if the liquidator relies in good faith on an opinion, report or statement of a compensation association regarding its financial obligations in relation to an agreement referred to in paragraph 35(1)(i).
	149. Section 40 of the Act is repealed.
	150. The heading before section 44 and sections 44 to 47 of the Act are repealed.
	151. Section 65 of the Act is replaced by the following:
Court may summon creditors to consider any proposed compromise	65. Where any compromise or arrangement is proposed between a company in the course of being wound up under this Act and the creditors of the company, or by and between any of those creditors or any class or classes of those creditors and the company or is proposed by the liquidator, the court, in addition to any other of its powers, may, on the application, in a summary way, of any creditor or of the liquidator, order that a meeting of those creditors or class or classes of creditors be summoned in such manner as the court shall direct.
	152. The heading before section 69 and sections 69 and 70 of the Act are repealed.
	153. Subsection 71(1) of the Act is replaced by the following:
What debts may be proved	71. (1) When the business of a company is being wound up under this Act, all debts and all other claims against the company in existence at the commencement of the winding-up, certain or contingent, matured or not, and liquidated or unliquidated, are admissible to proof against the company and, subject to subsection (2), the amount of any claim admissible to proof is the unpaid debt or other liability of the company outstanding or accrued at the commencement of the winding-up.
	154. Section 73 of the Act is renumbered as subsection 73(1) and is amended by adding the following:
Trust money	(2) For greater certainty, where the business of a trust company is being wound up under this Act, the law of set-off applies in respect of all moneys received or held by the company as deposits, without regard to whether those moneys are considered to be received or held by it in a trustee-beneficiary relationship.

Bill C-15

WINDING-UP ACT