CHAPTER 144.

An Act respecting Insolvent Banks, Insurance Companies, Loan Companies, Building Societies, and Trading Corporations.

SHORT TITLE.

1. This Act may be cited as the Winding-up Act. R.S., Short title. c. 129, s. 1.

INTERPRETATION.

2. In this Act, unless the context otherwise requires,—

(a) 'Minister' means the Minister of Finance;

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Definitions.

'Minister.'

(b) company' includes any corporation subject to the pro- Company.' visions of this Act;

(c) insurance company' means a company carrying on Insurance either as a mutual or stock company, the business of company.' insurance, whether life, fire, marine, ocean or inland marine, accident, guarantee or otherwise; (d) 'trading company' means any company, except a rail- Trading, way or telegraph company, carrying on business similar company.' 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, stockjobbers, 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, work-. manship or the conversion of goods or commodities or trees;

(e) court' means,

(i) in the province of Ontario, the High Court of

Justice,

(ii) in the province of Quebec, the Superior Court,

'Court.'

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(iii)

'Official Gazette.'

'Contributory.'

'Winding-up order.'

Capital stock.' 'Creditor.'

Company deemed

insolvent, when.

(iii) in the province of Nova Scotia, the Supreme Court, (iv) in the province of New Brunswick, the Supreme Court,

(v) in the province of Manitoba, the Court of King's Bench,

(vi) in the province of British Columbia, the Supreme Court,

(vii) in the province of Prince Edward Island, the
Supreme Court,

(viii) in the province of Saskatchewan, a superior court,
(ix) in the province of Alberta, a superior court,
(x) in the Northwest Territories, such court or magistrate
or other judicial authority as is designated, from time
to time, by proclamation of the Governor in Council,
published in the Canada Gazette, and

(xi) in the Yukon Territory, the Territorial Court;
(f) 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 the company are carried on, or used as
the official means of communication between the lieutenant
governor and the people, and if no such gazette is pub-
lished, then it means any newspaper published in the
province, which is designated by the court for publishing
the notices required by this Act;

(g) 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 such persons, it includes any person alleged to be a contributory;

(h) winding-up order' means an order granted by the
court under this Act to wind up the business of the com-
pany, and includes any order granted by the court to
bring within the provisions of this Act any company in
liquidation or in process of being wound up;

(i) capital stock' includes a capital stock de jure or de
facto;
(j) creditor' includes all persons having any claim against
the 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 shall include any person making
any such claim. R.S., c. 129, ss. 2, 33, 56 and 61; 62-63
V., c. 43, s. 5.

3. 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;

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(c)

(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 such intent, 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; or,

(h) if it permits any execution issued against it, under which any of its goods, chattels, land or property are seized, levied upon or taken in execution, to remain unsatisfied till within four days of the time fixed by the sheriff or proper officer for the sale thereof, or for fifteen days after such seizure. R.S., c. 129, s. 5.

deemed un

4. A company is deemed to be unable to pay its debts as Company they become due, whenever a creditor, to whom the company able to pay is indebted in a sum exceeding two hundred dollars then due its debts. 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 so due, and the company has, for ninety days, in the case of a bank, and for sixty days in all other cases, next succeeding the service of the demand, neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor. R.S., c. 129, s. 6.

ment of

5. The winding-up of the business of a company shall be Commencedeemed to commence at the time of the service of the notice of winding-up. presentation of the petition for winding-up. R.S., c. 129, s. 7.

APPLICATION.

6. This Act applies to all corporations incorporated by or Application. under the authority of an Act of the Parliament of Canada, or by or under the authority of any Act of the late province of Canada, or of the province of Nova Scotia, New Brunswick, British Columbia or Prince Edward Island, and whose incorporation and the affairs whereof are subject to the legislative authority of the Parliament of Canada; and also to incorporated banks, savings banks, incorporated insurance companies,

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Certain cor

porations excepted.

companies, loan companies having borrowing powers, building societies having a capital stock, and incorporated trading companies doing business in Canada wheresoever incorporated and,

(a) which are insolvent; or,

(b) which are in liquidation or in process of being wound up, and, on petition by any of their shareholders or creditors, assignees or liquidators ask to be brought under the provisions of this Act. R.S., c. 129, s. 3; 52 V., c. 32, s. 3.

7. This Act does not apply to building societies which have not a capital stock or to railway or telegraph companies. R.S., c. 129, s. 3; 52 V., c. 32, s. 3.

PART I.

Subject to
Part II.

Subject to
Part III.

Subject to
Part IV.

In what
cases wind-
ing-up order
may be
inade.

GENERAL.

Limitation of Part.

8. In the case of a bank other than a savings bank the provisions of this Part are subject to the provisions of Part II. of this Act. R.S., c. 129, ss. 4 and 97.

9. In the case of life insurance companies, and of insurance companies doing life insurance and other insurance, in so far as relates to the life insurance business of such companies, the provisions of this Part are subject to the provisions of Part III. of this Act. R.S., c. 129, ss. 4 and 105.

10. In the case of insurance companies other than life insurance companies, and of insurance companies doing life insurance and other insurance, in so far as relates to such other insurance, the provisions of this Part are subject to the provisions of Part IV. of this Act. R.S., c. 129, ss. 4 and 115.

Winding-up Order.

11. The court may make a winding-up order,-
(a) where the period, if any, fixed for the duration of the
company by the Act, charter or instrument of incorpora-
tion has expired; or where the event, if any, has occurred,
upon the occurrence of which it is provided by the Act
or charter or instrument of incorporation that the com-
pany is to be dissolved;

(b) where the company at a special meeting of shareholders
called for the purpose has passed a resolution requiring
the company to be wound up;

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(c)

(c) when the company is insolvent;
(d) when the capital stock of the company is impaired to the
extent of twenty-five per centum 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. 52 V., c. 32, s. 4.

Application for Order.

made.

12. The application for such winding-up order may, in the By whom cases mentioned in paragraphs (a) and (b) of the last preceding section be made by the company or by a shareholder; and in the case mentioned in paragraph (c) of the last preceding section by the company or by a creditor for the sum of at least two hundred dollars, or, except in the case of banks and insurance corporations, by a shareholder holding shares in the capital stock of the company to the amount of at least five hundred dollars, and, in the other cases mentioned in the said section, by a shareholder holding shares in the capital stock of the company to the amount of at least five hundred dollars. R.S., c. 129, s. 8; 52 V., c. 32, s. 5; 62-63 V., c. 43, s. 4.

13. Such application may be made by petition to the court How and in the province where the head office of the company is situated, where made or, if there is no head office in Canada, then in the province

where its chief place, or one of its chief places of business is

situated.

2. Except in cases where such application is made by the Notice of company, four days' notice of the application shall be given to application. the company before the making of the same. R.S., c. 129, s. 8; 52 V., c. 32, s. 6.

14. The court may, on application for a winding-up order, Power of make the order applied for, dismiss the petition with or with- court on application. out costs, adjourn the hearing conditionally or unconditionally, or make any interim or other order that it deems just. R.S., c. 129, s. 9.

may be

15. If the company opposes the application on the ground Proceedings that it has not become insolvent, or that its suspension or adjourned. default was only temporary, and was not caused by any deficiency in its assets, or that the capital stock is not impaired to the extent aforesaid, or that such impairment does not endanger the capacity of the company to pay its debts in full, or that there is a probability that the lost capital will be restored within a year or within a reasonable time thereafter, and shows reasonable cause for believing that such opposition is well founded, the court, in its discretion, may, from time to time, adjourn proceedings upon such application, for a time

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not