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Winding-up and Restructuring Act (R.S.C., 1985, c. W-11)

Act current to 2022-11-16 and last amended on 2016-06-22. Previous Versions

Winding-up and Restructuring Act

R.S.C., 1985, c. W-11

An Act respecting the winding-up and restructuring of companies

Short Title

Marginal note:Short title

 This Act may be cited as the Winding-up and Restructuring Act.

  • R.S., 1985, c. W-11, s. 1
  • 1996, c. 6, s. 134

Interpretation

Marginal note:Definitions

  •  (1) In this Act,

    aircraft objects

    aircraft objects[Repealed, 2012, c. 31, s. 422]

    assets

    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; (actif ou éléments d’actif)

    authorized foreign bank

    authorized foreign bank has the same meaning as in section 2 of the Bank Act; (banque étrangère autorisée)

    capital stock

    capital stock includes a capital stock de jure or de facto; (capital social)

    company

    company includes any corporation subject to this Act; (compagnie)

    contributory

    contributory means a person liable to contribute to the assets of a company under this Act, and, in all proceedings for determining the persons who are to be deemed contributories and in all proceedings prior to the final determination of those persons, it includes any person alleged to be a contributory; (contributeur)

    court

    court means

    • (a) in Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court,

    • (a.1) in Ontario, the Superior Court of Justice,

    • (b) in Quebec, the Superior Court,

    • (c) in New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench,

    • (c.1) in Newfoundland and Labrador, the Trial Division of the Supreme Court, and

    • (d) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice; (tribunal)

    creditor

    creditor includes all persons having any claim against a company, present or future, certain, ascertained or contingent, for liquidated or unliquidated damages, and in all proceedings for determining the persons who are to be deemed creditors, it includes any person making any such claim; (créancier)

    federal credit union

    federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

    financial institution

    financial institution has the same meaning as in section 3 of the Office of the Superintendent of Financial Institutions Act; (institution financière)

    foreign insurance company

    foreign insurance company means an insurance company that is authorized under Part XIII of the Insurance Companies Act to insure in Canada risks; (société étrangère)

    insurance company

    insurance company means a company transacting the business of insurance and includes any unincorporated association or reciprocal exchange transacting that business; (compagnie d’assurance)

    Minister

    Minister[Repealed, 1999, c. 28, s. 76]

    official gazette

    official gazette means the Canada Gazette and the gazette published under the authority of the government of the province where the proceedings for the winding-up of the business of a company are carried on, or used as the official means of communication between the lieutenant governor of that province and the people, and if no such gazette is published in the province, any newspaper published in the province and designated by a court for publishing the notices required by this Act; (gazette officielle)

    Superintendent

    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; (surintendant)

    trading company

    trading company means any company, except a railway or telegraph company, carrying on business similar to that carried on by apothecaries, auctioneers, bankers, brokers, brickmakers, builders, carpenters, carriers, cattle or sheep salesmen, coach proprietors, dyers, fullers, keepers of inns, taverns, hotels, saloons or coffee houses, lime burners, livery stable keepers, market gardeners, millers, miners, packers, printers, quarrymen, sharebrokers, ship-owners, shipwrights, stockbrokers, stock-jobbers, victuallers, warehousemen, wharfingers, persons using the trade of merchandise by way of bargaining, exchange, bartering, commission, consignment or otherwise, in gross or by retail, or by persons who, either for themselves, or as agents or factors for others, seek their living by buying and selling or buying and letting for hire goods or commodities, or by the manufacture, workmanship or the conversion of goods or commodities or trees; (compagnie de commerce)

    winding-up order

    winding-up order means an order granted by a court under this Act to wind up the business of a company, and includes any order granted by the court to bring under this Act any company in liquidation or in process of being wound up. (ordonnance de mise en liquidation)

  • Marginal note: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.

  • Marginal note: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.

  • R.S., 1985, c. W-11, s. 2
  • R.S., 1985, c. 27 (2nd Supp.), s. 10
  • 1990, c. 17, s. 43
  • 1992, c. 1, s. 145(F)
  • 1995, c. 1, s. 62
  • 1996, c. 6, s. 135
  • 1998, c. 30, s. 14
  • 1999, c. 3, s. 85, c. 28, s. 76
  • 2002, c. 7, s. 251
  • 2005, c. 3, s. 17
  • 2007, c. 6, s. 443
  • 2010, c. 12, s. 2126
  • 2012, c. 31, s. 422
  • 2015, c. 3, s. 169

Marginal note:When company deemed insolvent

 A company is deemed insolvent

  • (a) if it is unable to pay its debts as they become due;

  • (b) if it calls a meeting of its creditors for the purpose of compounding with them;

  • (c) if it exhibits a statement showing its inability to meet its liabilities;

  • (d) if it has otherwise acknowledged its insolvency;

  • (e) if it assigns, removes or disposes of, or attempts or is about to assign, remove or dispose of, any of its property, with intent to defraud, defeat or delay its creditors, or any of them;

  • (f) if, with the intent referred to in paragraph (e), it has procured its money, goods, chattels, land or property to be seized, levied on or taken, under or by any process of execution;

  • (g) if it has made any general conveyance or assignment of its property for the benefit of its creditors, or if, being unable to meet its liabilities in full, it makes any sale or conveyance of the whole or the main part of its stock in trade or assets without the consent of its creditors or without satisfying their claims;

  • (h) if it permits any execution issued against it, under which any of its goods, chattels, land or property are seized, levied on or taken in execution, to remain unsatisfied until within four days of the time fixed by the sheriff or other officer for the sale thereof, or for fifteen days after the seizure;

  • (i) if, in the case of a company that is a federal member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act, in respect of which an order has been made under paragraph 39.13(1)(a) of that Act but in respect of which no order has been made under subsection 39.13(1.3) of that Act, a notice has not been published under subsection 39.2(3) of that Act in respect of the institution on or before

    • (i) the 60th day after the day on which the order was made under paragraph 39.13(1)(a) of that Act, or

    • (ii) the day on which any extension of that period ends;

  • (j) if, in the case of a company that is a federal member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act, in respect of which an order has been made under paragraph 39.13(1)(b) of that Act but in respect of which no order has been made under subsection 39.13(1.3) of that Act, a notice has not been published under subsection 39.2(3) of that Act in respect of the institution on or before

    • (i) the 60th day after the day on which the order was made under paragraph 39.13(1)(b) of that Act, or

    • (ii) the day on which any extension of that period ends;

  • (j.1) if, in the case of a company that is a federal member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act, in respect of which an order has been made under paragraph 39.13(1)(d) or subsection 39.13(1.3) of that Act, a notice has not been published under subsection 39.2(3) of that Act in respect of the institution on or before

    • (i) the day that is one year after the day on which the order is made under subsection 39.13(1) of that Act or any shorter period that is specified in the order made under paragraph 39.13(1)(d) or subsection 39.13(1.3) of that Act, as the case may be, or

    • (ii) the day on which any extension of the applicable period ends; or

  • (k) if, in the case of a company that is a federal member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act, in respect of which the Canada Deposit Insurance Corporation has been appointed as receiver, a transfer of part of the business of the federal member institution to a bridge institution has been substantially completed.

  • R.S., 1985, c. W-11, s. 3
  • 1992, c. 26, s. 19
  • 2007, c. 6, s. 444
  • 2009, c. 2, s. 258
  • 2010, c. 12, s. 2127
  • 2016, c. 7, s. 164

Marginal note:Company deemed unable to pay its debts

 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.

  • R.S., 1985, c. W-11, s. 4
  • 1999, c. 28, s. 77

Marginal note:Commencement of winding-up

 The winding-up of the business of a company shall be deemed to commence at the time of the service of the notice of presentation of the petition for winding up.

  • R.S., c. W-10, s. 5

Application

Marginal note:Application

  •  (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 Labrador, 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

    • (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 — or , if it is a federal credit union, by any of its members, shareholders, 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.

  • Marginal note: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.

  • R.S., 1985, c. W-11, s. 6
  • 1996, c. 6, s. 136
  • 1999, c. 28, s. 78
  • 2010, c. 12, s. 2128
  • 2015, c. 3, s. 170

Marginal note:Certain corporations excepted

 This Act does not apply to building societies that do not have a capital stock or to railway or telegraph companies.

  • R.S., c. W-10, s. 7

PART IGeneral

Limitation of Part

Marginal note:Subject to Part II

 In their application to authorized foreign banks, the provisions of this Part are subject to the provisions of Part II.

  • R.S., 1985, c. W-11, s. 8
  • 1996, c. 6, s. 137
  • 1999, c. 28, s. 79

Marginal note:Subject to Part III

 In the case of insurance companies, the provisions of this Part are subject to the provisions of Part III.

  • R.S., c. W-10, s. 9

Winding-up Order

Marginal note:Cases where winding-up order may be made

 A court may make a winding-up order in respect of a company

  • (a) where the period, if any, fixed for the duration of the company by the Act, charter or instrument of incorporation of the company has expired, or where an event, if any, has occurred, on the occurrence of which it is provided by the Act, charter or instrument of incorporation that the company is to be dissolved;

  • (b) if the company at a special meeting of shareholders — or, if the company is a federal credit union, at a special meeting of members or shareholders — called for the purpose has passed a resolution requiring the company to be wound up;

  • (c) when the company is insolvent;

  • (d) when the capital stock of the company is impaired to the extent of twenty-five per cent thereof, and when it is shown to the satisfaction of the court that the lost capital will not likely be restored within one year; or

  • (e) when the court is of opinion that for any other reason it is just and equitable that the company should be wound up.

  • R.S., 1985, c. W-11, s. 10
  • 2010, c. 12, s. 2129
 
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