Port Authorities Management Regulations (SOR/99-101)

Regulations are current to 2014-09-01 and last amended on 2007-05-17. Previous Versions

 An amalgamation does not constitute a disposition of the property, rights and interests of an amalgamating port authority to the amalgamated port authority.

  • SOR/2007-103, s. 1.

PART 6LIQUIDATION AND DISSOLUTION

Interpretation

 In this Part, the court having jurisdiction is the court in the place where the port authority has its registered office.

Certificate of Intent

  •  (1) On the issuance of a certificate of intent to dissolve under subsection 55(1) of the Act and subject to the provisions of the certificate and section 62 of these Regulations, the port authority shall cease to carry on business except the business that is required for an orderly liquidation.

  • (2) Subject to section 62, after the issuance of a certificate of intent to dissolve, the port authority shall

    • (a) without delay have notice of the certificate sent to each of its known creditors;

    • (b) without delay take reasonable steps to give notice of the certificate in each province where the port authority was carrying on business at the time the certificate of intent to dissolve was issued;

    • (c) proceed to collect its property, dispose of properties that are not to be distributed in kind, discharge all its obligations and do all the other acts required to liquidate its business; and

    • (d) after complying with paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, remit the proceeds of liquidation to Her Majesty in right of Canada in accordance with subsection 55(1) of the Act.

Cessation of Business and Powers

 If a liquidator is appointed to carry out a liquidation of the assets of a port authority, the powers of the directors cease and vest in the liquidator, unless the liquidator or a court authorizes otherwise.

Application for Supervision of Liquidation

 The Minister or any interested person may, at any time during the liquidation of a port authority, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and on that application the court may so order and make any further order it thinks fit.

Powers of Court

 In connection with the dissolution or the liquidation and dissolution of a port authority, subject to the certificate of intent, a court may, if it is satisfied that the port authority is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,

  • (a) an order appointing or replacing a liquidator, with or without security, and fixing the remuneration of the liquidator, who, if the court so orders, may be a director or officer of the port authority;

  • (b) an order appointing or replacing inspectors or referees, specifying their powers and fixing their remuneration;

  • (c) an order determining that notice be given to any interested person or dispensing with giving notice to any person;

  • (d) an order determining the validity of any claims made against the port authority;

  • (e) an order, at any stage of the proceedings, restraining the directors or officers from

    • (i) exercising any of their powers, or

    • (ii) collecting or receiving any debt or other property of the port authority, or from paying out or transferring any property of the port authority, except as permitted by the court;

  • (f) an order determining and enforcing the duty or liability of any present or former director or officer to

    • (i) the port authority, or

    • (ii) third parties, for an obligation of the port authority;

  • (g) an order approving the payment, satisfaction or compromise of claims against the port authority and the retention of assets for that purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the port authority, whether the obligations are liquidated, unliquidated, future or contingent;

  • (h) an order disposing of or destroying the documents and records of the port authority;

  • (i) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising during the liquidation;

  • (j) after notice has been given to all interested persons, an order relieving the liquidator from any omission or default on any terms that the court thinks fit and confirming any act of the liquidator;

  • (k) subject to any restriction applicable to the port authority, an order approving any proposed interim or final distribution in money or in property; and

  • (l) on the application of a director, an officer, a creditor or the liquidator,

    • (i) an order staying the liquidation on any terms and conditions that the court thinks fit,

    • (ii) an order continuing or discontinuing the liquidation proceedings, or

    • (iii) an order to the liquidator to restore to the port authority all its remaining property.