Bill C-67

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	(a) a warehouse receipt or bill of lading, or
	(b) security on property given to a bank under section 426 or 427 or to an authorized foreign bank under either of those sections as incorporated by section 555,
	and is not paid, the bank or authorized foreign bank is guilty of an offence if it sells the property covered by the warehouse receipt, bill of lading or security under the power of sale conferred on it by this Act without complying with the provisions of this Act applicable to the exercise of the power of sale.
Acquisition of warehouse receipts, bills of lading, etc.	(4) Every bank or authorized foreign bank that acquires or holds a warehouse receipt or bill of lading or a document signed and delivered to it giving or purporting to give to the bank security on property under section 426 or 427, or to give the authorized foreign bank security or property under either of those sections as incorporated by section 555, to secure the payment of any debt, liability, loan or advance, is guilty of an offence unless
	(a) the debt, liability, loan or advance is contracted or made at the time of the acquisition by the bank or authorized foreign bank of the warehouse receipt, bill of lading or document;
	(b) the debt, liability, loan or advance was contracted or made on the written promise or agreement that the warehouse receipt, bill of lading or security would be given to the bank or authorized foreign bank; or
	(c) the acquisition or holding by the bank or authorized foreign bank of the warehouse receipt, bill of lading or security is otherwise authorized by an Act of Parliament.
1997, c. 15, s. 92(F)	69. The portion of subsection 566(1) of the Act before paragraph (a) is replaced by the following:
Punishment	675. (1) Every person who is guilty of an offence under any of sections 670 to 674 is
1997, c. 15, s. 93	70. Section 567 of the Act is replaced by the following:
Liability of officers, directors, etc.	676. Where an entity commits an offence under this Act, any officer, director, agent or principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 675(1)(a) for the offence, whether or not the entity has been prosecuted or convicted.
	71. Section 568 of the Act is renumbered as section 677.
	72. Section 569 of the Act is renumbered as subsection 678(1) and is amended by adding the following:
Restraining or compliance order	(2) If an authorized foreign bank or any of its directors, officers, employees or agents does not comply with any provision of this Act or the regulations or an order made under subsection 524(1), 528(1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that that person has, apply to a court for an order directing the authorized foreign bank, director, officer, employee or agent to comply with, or restraining the authorized foreign bank, director, officer, employee or agent from acting in breach of, the provision and, on the application, the court may so order and make any further order it thinks fit.
	73. Sections 570 and 571 of the Act are renumbered as sections 679 and 680.
	74. Part XVI of the Act is repealed.
	75. The Act is amended by adding, after Schedule II, Schedule III as set out in the schedule to this Act.
R.S., c. W-11; R.S., c. 27 (2nd Supp.), cc. 18, 21 (3rd Supp.); 1990, c. 17; 1991, c. 47; 1992, cc. 1, 26, 27; 1993, c. 28; 1995, c. 1; 1996, c. 6; 1997, c. 15; 1998, c. 30	WINDING-UP AND RESTRUCTURING ACT
	*76. (1) Section 2 of the Winding-up and Restructuring Act* is renumbered as subsection 2(1).**
1995, c. 1, par. 62(1)(z); 1996, c. 6, s. 135(1)	(2) The definition ``Minister'' in subsection 2(1) of the Act is repealed.
1996, c. 6, s. 135(2)	(3) The definition ``assets'' in subsection 2(1) of the Act is replaced by the following:
``assets'' « actif » ou « éléments d'actif »	``assets'' means
	(a) 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, and
	(b) in respect of an authorized foreign bank, assets within the meaning of section 618 of the Bank Act;
	(4) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
``authorized foreign bank'' « banque étrangère autorisée »	``authorized foreign bank'' has the same meaning as in section 2 of the Bank Act;
	(5) Section 2 of the Act is amended by adding the following after subsection (1):
Business in Canada	(2) For the purposes of this Act, a reference to the business in Canada of an authorized foreign bank is deemed to be a reference to the business in Canada of the authorized foreign bank under Part XII.1 of the Bank Act.
Creditors	(3) For the purposes of this Act, a reference to a creditor in respect of an authorized foreign bank is deemed to be a reference to a creditor of the authorized foreign bank in respect of its business in Canada.
	77. Section 4 of the Act is replaced by the following:
Company deemed unable to pay its debts	4. A company is deemed to be unable to pay its debts as they become due whenever a creditor, to whom the company is indebted in a sum exceeding two hundred dollars then due, has served on the company, in the manner in which process may legally be served on it in the place where service is made, a demand in writing, requiring the company to pay the sum due, and the company has, for sixty days next after the service of the demand, neglected to pay the sum or to secure or compound for the sum to the satisfaction of the creditor.
	78. (1) Section 6 of the Act is renumbered as subsection 6(1).
1996, c. 6, s. 136	(2) The portion of subsection 6(1) of the Act before paragraph (a) is replaced by the following:
Application	6. (1) 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, to authorized foreign banks, and to 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 of those bodies
	(3) Section 6 of the Act is amended by adding the following after subsection (1):
Application to authorized foreign banks	(2) In its application to an authorized foreign bank, this Act only applies to the winding-up of its business in Canada and to the liquidation of its assets, and any reference to the winding-up of a company or to the winding-up of the business of a company is deemed, in relation to an authorized foreign bank, to be a reference to the winding-up of the business in Canada of the authorized foreign bank and to include the liquidation of the assets of the authorized foreign bank.
	*79. The Act is amended by adding the following after the heading ``Limitation of Part'' before section 9:*
Subject to Part II	8. In their application to authorized foreign banks, the provisions of this Part are subject to the provisions of Part II.
1996, c. 6, s. 138	80. The portion of section 10.1 of the Act before paragraph (b) is replaced by the following:
Other winding-up circumstances	10.1 Where the Superintendent has taken control of a financial institution or of the assets of a financial institution pursuant to paragraph 648(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 an authorized foreign bank, has taken control of its assets pursuant to paragraph 619(1)(b) of the Bank Act or, in the case of a foreign insurance company, has 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, authorized foreign bank or 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, authorized foreign bank or 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 648(1.1)(a), (c), (e) or (f) of that Act;
	(a.1) an authorized foreign bank, control of its assets was taken on a ground referred to in paragraph 619(2)(a), (b), (d) or (f) of the Bank Act;
	81. Section 22.1 of the Act is amended by adding the following after subsection (1):
Application to authorized foreign banks	(1.1) In its application to authorized foreign banks, subsection (1) only applies to the eligible financial contracts and obligations between the authorized foreign bank, in respect of its business in Canada, and another party.
	82. Section 38 of the Act is replaced by the following:
Creditors may be compromised	38. A liquidator may, with the approval of the court, make any compromise or arrangements that the liquidator considers appropriate with
	(a) in the case of a company other than an authorized foreign bank, creditors or persons claiming to be creditors of the company; and
	(b) in the case of an authorized foreign bank, creditors or persons claiming to be creditors of the authorized foreign bank or persons who hold security on its assets.
	83. Subsection 76(1) of the Act is replaced by the following:
Distribution of assets	76. (1) After the notices required by sections 74 and 75 have been given, the respective times specified in the notices have expired and all claims of which proof has been required by due notice in writing by the liquidator in that behalf have been allowed or disallowed by the court in whole or in part, the liquidator may distribute the assets of the company or any part of those assets among the persons entitled to them and without reference to any claim against the company, or, in the case of an authorized foreign bank, against the authorized foreign bank in respect of its business in Canada, that has not then been sent to the liquidator.
	84. Sections 78 and 79 of the Act are replaced by the following:
Duty of creditor holding security	78. If a creditor holds security on the estate of a company, or, in the case of an authorized foreign bank, a creditor or person holds security on the assets of the authorized foreign bank, the creditor or person shall specify the nature and amount of the security in the claim, and shall, in the claim, on oath, put a specified value on the security.
Option of liquidator	79. The liquidator, under the authority of the court, may either consent to the retention by the creditor, or, in the case of an authorized foreign bank, by the creditor or person who holds security, of the property and effects constituting the security referred to in section 78 or on which it attaches, at the value specified on the security, property and effects, or may require from the creditor or person an assignment and delivery of the security, property and effects, at the specified value, to be paid by the liquidator out of the estate as soon as the liquidator has realized the security, together with interest on the value from the date of filing the claim until payment.
	85. Subsection 81(1) of the Act is replaced by the following:
Security by negotiable instrument	81. (1) If a creditor holds a claim based on negotiable instruments on which the company or, in the case of an authorized foreign bank, the authorized foreign bank in respect of its business in Canada, is only indirectly or secondarily liable and that is not mature or exigible, the creditor is considered to hold security within the meaning of sections 78, 79 and 80, and shall put a value on the liability of the person primarily liable on the security as being the security for the payment of the claim.
	86. Sections 82 to 84 of the Act are replaced by the following:
Authorized foreign bank	81.1 Where a person holds security on the assets of an authorized foreign bank, other than those in respect of its business in Canada
	(a) sections 80 and 81 do not apply in relation to the person's claim;
	(b) where there is a difference between the value at which the security is retained and the amount of the person's claim, no claim for the difference in value is admissible to proof or may be made under this Act against the assets of the authorized foreign bank; and
	(c) the person is not barred from any recourse either in law or in equity against the authorized foreign bank in proceedings outside Canada for the difference referred to in paragraph (b).
Security by mortgage or charge	82. Where the security consists of a mortgage on ships or shipping or on real property, or of a registered judgment or an execution binding real property that is not by any other provision of this Act invalid for any purpose of creating a lien, claim or privilege on the real or personal property of the company, the property mortgaged or bound by the security shall only be assigned and delivered to the creditor, or, in the case of an authorized foreign bank, to the creditor or person who holds the security
	(a) subject to all previous mortgages, judgments, executions, hypothecs and liens on the security, holding rank and priority before the creditor's or person's claim;
	(b) on the creditor's or person's assuming and binding themself to pay all of those previous mortgages, judgments, executions, hypothecs and liens; and
	(c) on the creditor's or person's securing the estate of the company to the satisfaction of the liquidator against any claim by reason of of those previous mortgages, judgments, executions, hypothecs and liens.
In case of subsequent claims	83. Where there are mortgages, judgments, executions, hypothecs or liens on ships or shipping or real property subsequent to those of a creditor or person referred to in section 82, the creditor or person shall only obtain the property
	(a) by consent of the subsequently secured creditors or persons;
	(b) on the subsequently secured creditors or persons filing their claims specifying their security on the property as of no value;
	(c) on the creditor or person paying the subsequently secured creditors or persons the value by them placed on the property; or
	(d) on the creditor or person securing the estate of the company to the satisfaction of the liquidator against any claim by reason of the subsequent mortgages, judgments, executions, hypothecs and liens.
Authority to retain	84. On a secured claim being filed, with a valuation of the security, the liquidator shall procure the authority of the court to consent to the retention of the security by the creditor or, in the case of an authorized foreign bank, by the creditor or other person who holds the security or shall require from the creditor or person an assignment and delivery of the security.
	87. Section 87 of the Act is replaced by the following:
Claims or dividend may be objected to	87. Any liquidator, creditor, contributory, shareholder or member of a company or, in the case of an authorized foreign bank, the liquidator, the authorized foreign bank or any creditor, may object to any claim filed with the liquidator or to any dividend declared.
	88. Section 108 of the Act is replaced by the following:
Describing liquidator	108. In all proceedings connected with a company, a liquidator shall be described as the ``liquidator of the (name of company)'' or, in the case of an authorized foreign bank, the ``liquidator of the business in Canada of the (name of the authorized foreign bank)'' and not by individual name only.
	89. Section 125 of the Act is replaced by the following:
Dispensing with notice	125. The court may, by any order made after a winding-up order and the appointment of a liquidator, dispense with notice required by this Act to creditors, contributories, shareholders or members of the company or to the authorized foreign bank, its creditors or persons who hold security on its assets, where in its discretion the notice may properly be dispensed with.
	90. Subsection 138(2) of the Act is replaced by the following:
After three years	(2) If the dividends deposited under subsection (1) are unclaimed at the expiration of three years, the bank shall pay them over, with interest accrued on them, to the Minister of Industry.
	91. Subsection 139(2) of the Act is replaced by the following:
Unclaimed money	(2) Money not paid out pursuant to subsection (1) shall be paid over by the bank, with the interest accrued on it, to the Minister of Industry, and if afterwards claimed shall be paid, with that interest, to the persons entitled to it.
	92. The Act is amended by adding the following after section 149:

Bill C-67

WINDING-UP AND RESTRUCTURING ACT