Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Final order

• 396. (1) If the court approves the final accounts rendered by a liquidator, the court shall make an order

  • (a) directing the company to apply to the Minister for letters patent dissolving the company;

  • (b) directing the custody or disposal of the documents, records and registers of the company; and

  • (c) discharging the liquidator except in respect of the duty of a liquidator under subsection (2).

• Marginal note:Delivery of order

  (2) The liquidator shall forthwith send a certified copy of the order referred to in subsection (1) to the Superintendent.

Marginal note:Right to distribution of money

• 397. (1) If in the course of the liquidation of a company the shareholders resolve to, or the liquidator proposes to,

  • (a) exchange all or substantially all of the remaining property of the company for securities of another entity that are to be distributed to the shareholders or to the incorporators, or

  • (b) distribute all or part of the remaining property of the company to the shareholders or to the incorporators in kind,

  a shareholder or incorporator may apply to the court for an order requiring the distribution of the remaining property of the company to be in money.

• Marginal note:Powers of court

  (2) On an application under subsection (1), the court may order

  • (a) all of the remaining property of the company to be converted into and distributed in money; or

  • (b) the claim of any shareholder or incorporator applying under this section to be satisfied by a distribution in money.

• Marginal note:Order by court

  (3) Where an order is made by a court under paragraph (2)(b), the court

  • (a) shall fix a fair value on the share of the property of the company attributable to the shareholder or incorporator;

  • (b) may in its discretion appoint one or more appraisers to assist the court in fixing a fair value in accordance with paragraph (a); and

  • (c) shall render a final order against the company in favour of the shareholder or incorporator for the amount of the share of the property of the company attributable to the shareholder or incorporator.

Marginal note:Dissolution by letters patent

• 398. (1) On an application made pursuant to an order under paragraph 396(1)(a), the Minister may issue letters patent dissolving the company.

• Marginal note:Company dissolved

  (2) A company in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the date of the issuance of the letters patent.