PART VICorporate Governance (continued)
DIVISION XVRemedial Actions (continued)
Marginal note:Status of shareholder approval
373 (1) An application made or an action brought or intervened in under this Division need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company or its subsidiary has been or might be approved by the shareholders or policyholders of the company or subsidiary or both, but evidence of approval by the shareholders or policyholders may be taken into account by the court in making an order under section 372.
Marginal note:Court approval to discontinue
(2) An application made or an action brought or intervened in under this Division shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
Marginal note:No security for costs
Marginal note:Interim costs
(2) In an application made or an action brought or intervened in under this Division, the court may at any time order the company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action.
- 1991, c. 47, s. 374
- 2005, c. 54, s. 291(F)
Marginal note:Application to rectify records
375 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of a company, the company, a security holder of the company or any aggrieved person may apply to a court for an order that the securities register or record be rectified.
Marginal note:Notice to Superintendent
(2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Marginal note:Powers of court
(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order requiring the securities register or other record of the company to be rectified;
(b) an order restraining a company from calling or holding a meeting of shareholders or policyholders or paying a dividend to shareholders before the rectification;
(c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the securities register or records of the company, whether the issue arises between two or more security holders or alleged security holders, or between the company and any security holder or alleged security holder; and
(d) an order compensating a party who has incurred a loss.
DIVISION XVILiquidation and Dissolution
Definition of court
376 In this Division, court means a court having jurisdiction in the place where the company has its head office.
Marginal note:Application of Division
Marginal note:Staying proceedings on insolvency
(2) Any proceedings taken under this Division to dissolve or to liquidate and dissolve a company shall be stayed if the company is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act.
- 1991, c. 47, s. 377
- 1996, c. 6, s. 167
Marginal note:Mutual companies, etc.
378 This Division does not apply to companies that
(a) are mutual companies; or
(b) have participating policyholders or policyholders who are entitled to vote at annual meetings of shareholders and policyholders.
Marginal note:Returns to Superintendent
379 A liquidator appointed under this Part to wind up the business of a company shall provide the Superintendent with such information relating to the business and affairs of the company in such form as the Superintendent requires.
Marginal note:No property and no liabilities
380 (1) A company that has no property and no liabilities may, if authorized by a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors, apply to the Minister for letters patent dissolving the company.
Marginal note:Dissolution by letters patent
(2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the company.
Marginal note:Effect of letters patent
(3) A company in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.
Marginal note:Proposing liquidation
Marginal note:Terms must be set out
(2) A notice of any meeting of shareholders at which the voluntary liquidation and dissolution of a company is to be proposed shall set out the terms of the proposal.
Marginal note:Shareholders’ resolution
382 Where the voluntary liquidation and dissolution of a company is proposed, the company may apply to the Minister for letters patent dissolving the company if authorized by a special resolution of the shareholders or, where the company has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.
Marginal note:Approval of Minister required
383 (1) No action directed toward the voluntary liquidation and dissolution of a company shall be taken by a company, other than as provided in sections 381 and 382, until an application made by the company pursuant to section 382 has been approved by the Minister.
Marginal note:Conditional approval
(2) If the Minister is satisfied on the basis of an application made under section 382 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application.
Marginal note:Effect of approval
(3) Where the Minister has approved an application made pursuant to section 382 with respect to a company, the company shall not carry on business except to the extent necessary to complete its voluntary liquidation.
Marginal note:Liquidation process
(4) Where the Minister has approved an application made pursuant to section 382 with respect to a company, the company shall
(a) cause notice of the approval to be sent to each known claimant, except policyholders, against and creditor of the company;
(b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the company transacted any business within the preceding twelve months;
(c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders, discharge or provide for all its obligations and do all other acts required to liquidate its business; and
(d) [Repealed, 1997, c. 15, s. 239]
(e) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.
- 1991, c. 47, s. 383
- 1997, c. 15, s. 239
- 2012, c. 5, s. 126
- Date modified: