Trust and Loan Companies Act (S.C. 1991, c. 45)

Marginal note:Cessation of business and powers

• 355. (1) Where a court makes an order for the liquidation of a company,

  • (a) the company continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

  • (b) the powers of the directors and shareholders, if any, are vested in the liquidator and cease to be vested in the directors or shareholders, except as specifically authorized by the court.

• Marginal note:Delegation by liquidator

  (2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors or shareholders, if any.

Marginal note:Appointment of liquidator

356. When making an order for the liquidation of a company or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the company or any other company, as liquidator of the company.

Marginal note:Vacancy in liquidator’s office

357. Where an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the court until the office of liquidator is filled.

Marginal note:Duties of liquidator

• 358. (1) A liquidator shall

  • (a) forthwith after appointment give notice thereof to the Superintendent and to each claimant and creditor of the company known to the liquidator;

  • (b) forthwith after appointment publish notice thereof 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 has transacted any business within the preceding twelve months, requiring

    • (i) any person indebted to the company to render an account and pay to the liquidator at the time and place specified in the notice any amount owing,

    • (ii) any person possessing property of the company to deliver it to the liquidator at the time and place specified in the notice, and

    • (iii) any person having a claim against the company, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than sixty days after the first publication of the notice;

  • (c) take into custody and control the property of the company;

  • (d) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money;

  • (e) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the company;

  • (f) keep accounts of the moneys received and paid out by the liquidator in the course of the liquidation of the company;

  • (g) maintain separate lists of each class of creditors, shareholders and other persons having claims against the company;

  • (h) if at any time the liquidator determines that the company is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;

  • (i) deliver to the court and to the Superintendent, at least once in every twelve month period after the liquidator’s appointment or more often as the court requires, the annual statement of the company prepared in accordance with subsection 313(1) or prepared in such manner as the liquidator thinks proper or as the court requires; and

  • (j) after the final accounts are approved by the court, distribute any remaining property of the company among the shareholders, if any, or incorporators, according to their respective rights.

• Marginal note:Powers of liquidator

  (2) A liquidator may

  • (a) retain lawyers, notaries, accountants, appraisers and other professional advisers;

  • (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the company;

  • (c) carry on the business of the company as required for an orderly liquidation;

  • (d) sell by public auction or private sale any property of the company;

  • (e) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money;

  • (f) do all acts and execute documents in the name and on behalf of the company;

  • (g) borrow money on the security of the property of the company;

  • (h) settle or compromise any claims by or against the company; and

  • (i) do all other things necessary for the liquidation of the company and distribution of its property.