Trust and Loan Companies Act

Marginal note:Powers of court

354 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied

• (a) that the company is able to pay or adequately provide for the discharge of all its obligations, and

• (b) in the case of a company that is a trust company pursuant to subsection 57(2), that the company is able to make satisfactory arrangements for the protection of persons in relation to whom the company is acting in a fiduciary capacity,

make any order it thinks fit including, without limiting the generality of the foregoing,

• (c) an order to liquidate,

• (d) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator,

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

• (f) an order determining the notice to be given to any interested person, or dispensing with notice to any person,

• (g) an order determining the validity of any claims made against the company,

• (h) an order, at any stage of the proceedings, restraining the directors and officers of the company from

  • (i) exercising any of their powers, or

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

• (i) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder

  • (i) to the company, or

  • (ii) for an obligation of the company,

• (j) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent,

• (k) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company,

• (l) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation,

• (m) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator,

• (n) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property,

• (o) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found,

• (p) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator,

  • (i) an order staying the liquidation proceedings on such terms and conditions as the court thinks fit,

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

  • (iii) an order to the liquidator to restore to the company all of its remaining property, and

• (q) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company.