Bill 90 — First Session, 17Th Legislature, 21 Elizabeth Ii the Legislative Assembly of Alberta Bill 90 the Investment Contracts Amendment Act, 1972 the Attorney General (Legislature 17, Session 1)

L17 S1 5071

Alberta — Bills

197:2 Bill 90 First Session, 17th Legislature, 21 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 90 The Investment Contracts Amendment Act, 1972 THE ATTORNEY GENERAL First Reading Second Reading .... Third Reading .. Printed by L. S. Wall, Queen's Printer, Edmonton

BILL 90 1972 THE INVESTMENT CONTRACTS AMENDMENT ACT, 1972 ( Assented to ,1972) HER ~~A.J!==ST'y, by and with the ad\~~ce and consent of the Leglslatrve Assembly of Alberta, ena{?ts as follows: 1. The hlrestinent Contracts A.ct is hereby amended. ?

Section 2, sHbsectiol1 (1) is wmended by adding the following clcwse after clause (d): (dl) U~Iinister" means the Attorney General; 3. The ja'llowing heading and sections are a·dded follow ing

section 36 and prior to the heading 1I0ffences and Penal· ties ll : Receivership and Liquidation 36.1 The Commission may make a special report to the Minister with respect to any registered issuer where the Commission is satisfied, on the basis of an examination and inspection of that issuer's affairs or on the basis of any other source of inforrnation available to it, that (

a) the issuer has defaulted on the payment of any of its liabilities, or (

b) the issuer is not complying with this Act or the regulations and that the failure or the continuance of the failure to so comply is or may be prejudicial to the interests of the issuer's investment contract holders or creditors, or (

c) the issuer's unimpaired paid-in cap'ital, paid-in sur plus and earned surplus, or anyone or more of them, does not amount in the aggregate to $500,000 or such lesser amount as the Commission has ap proved under

section 8, clause (b), or (

d) there exists any state of affairs within th~ is~~er of a serious nature that is or may be preJudICIal to the interests of the issuer's investment contract holders or creditors, or

Explanatory Notes I. This Bill amends

chapter 191 of the Revised Statutes of Al berta 1970 by incorporating into the Act provisions similar to those contained in The Trust Companies Act dealing with receiver ship and liquidation. 2. Minister defined. 3. Liquidation and winding-up. These provisions are similar to

section 174, sections 178-180 and

section 183 of The Trust Com panies Act. Clauses (

e) and (

f) of

section 36.1 are new as these matters are not included in The Trust Companies Act.

(e) ,the issuer has failed to maintain the deposit of qualified assets as set out in

section 8, clause (c), or (

f) the issuer has failed to maintain adequate reserves as set out in

section 30, or (

g) the issuer has 'ceased to carryon business in Alberta. 33.2 vVhere the Commission makes a s;pecial report to the Minister and recommends the appointment of a receiver and manager, the Minister may recommend to the Lieu tenant Governor in Council that a receiver and manager be appointed (

a) for the issuer if the issuer was incorporated in Alberta, or (

b) for the issuer's branch offices,assets and affairs within Alberta if the issuer was incorporated else where than in Alberta, as the case may be, and the Lieutenant Governor in Council may make an order accordingly. 36.3

(1) A receiver and manager appointed under sec tion 36.2 may be a firm of chartered accountants, registered trust company or any other person.

(2) Where the receiver and manager is other than a firm of chartered accountants or a registered trust company, the order may require the filing of seourity with the Com mission in such amount and in such form as the Commis sion considers adequate.

(3) Where a receiver and manager is appointed for the issuer (

a) all of the powers of the shareholders and directors of the issuer are vested in the receiver and manager, (

b) the receiver and manager has, in addition to the powers of the shareholders and directors, the powers and duties -conferred or imposed upon him by the Lieutenant Governor in Council, and (

c) the shareholders and directors of the issuer may not exercise their res.pective powers.

(4) An order under

section 36.2 may provide for any Tllatter or thing relating to the business and affairs of the issuer during the appointment of the receiver and manager.

(5) The Lieutenant Governor in Council may at any time revoke the appointlnent of the receiver and manager and appoint another receiver and manager in its stead.

(6) A receiver and manager appointed under

section 36.2 or under subsection (5) remains in office until he is removed from office or until a liquidator is appointed to wind up the con1pany. 2

(7) The fees payable to the receiver and manager for his services] and his expenses and disbursements in con nection with the discharge of his duties, (

a) shall be fixed and determined by the Minister from tj me to time, (

b) shdl be paid out of the issuer's own funds or where the Minister is satisfied that the iss~er'~ own funds are then insufficient for the purpose out of the issuer'3 reserves, and ' (

c) j n the case of the winding up of the issuer, shall rank on the estClte equally with the remuneration paid to the liquidator.

(3) During the peri od of the appointment of a receiver and m::mager for an issuer (

a) the receiver and manager may, subject to the ap proval of the Minister, pledge any part of the is suer's assets held for reserves as security for a loan to the issuer, and (

b) the issuer's assets held for reserves may be used for the purpose of carrying on the business and affairs of the issuer, where the Minister is satisfied that the issuer's own funds are insufficient for that purpose.

(9) Where a receiver and manager has been appointed for an issm~r and the value of the total assets held for the issuer's reserves is at any time during the appointment an amount less than its liabilities under investment contracts, (

a) the issuer's own property shall be deemed to be subject to a lien in favour of the issuer's invest ment contract holders to the extent of the defi ciency, (

b) the lien has priority over every other lien or charge on the issuer's own property, and (

c) the issuer's own property is not, to the extent of the lien, exigible in execution or liable to attach ment or distress, notwithstanding any other Act. 36.4

(1) The Lieutenant Governor in Council may make an order that an issuer be wound up and appointing a liquidator for the issuer (

a) upon the passing of a by-law of the shareholders of the issuer requesting that the order be made, or (

b) where the Commission makes a special report to the IVlinister and recommends that the order be made and the Minister also recommends that the order be made, or (

c) upon the request of the receiver and manager ap pointed for the issuer that the order be made. 3

(2) The Lieutenant Governor in Council may at any time revoke the appointment of the liquidator and appoint another liquidator in his stead, or may ruppoint a new liquidator in the event that the office of liquidator becomes vacant for any reason.

(3) An order under this

section shall be published in the Gazette.

(4) The winding up of an issuer which is a provincial company commences on the effective date of the order under subsection (1).

(5) Where an issuer which is a provincial company is being wound up, (a) ,the issuer shall, from the date of the commence ment of the winding up, cease to carryon business, except in so far as may be required for the winding up of the issuer, and (

b) all transfers of shares of the capital stock of the issuer, except transfers made with the sanction of the Uquidator, or alterations in the status of the shareholders of the issuer, made after the com mencement of the winding up, are void.

(6) Where an issuer which is a provincial ,company is being wound up, the fees, expenses and disbursements may be paid from the issuer's assets held for reserves in the event that the issuer's own funds are insufficient for that purpose. 36.5 Divisions (3) to (7) of

Part 10 of The Companies Act do not apply to an issuer except 'as the Lieutenant Governor in Council may provide by regulations under

section 36.6. 36.6

(1) The Lieutenant Governor in Council may make regulations relating to the winding up of an issuer which is a provincial company (

a) making any provisions of Divisions (3) to (7) of

Part 10 of The Companies Act applicable to the winding up of an issuer; (

b) making any other provisions with respect to any matter relating to the winding up of an issuer in lieu of a provision of The Companies Act made in applicable pursuant to clause (a); (

c) providing for any matter not provided for in Di visions (3) to (7) of

Part 10 of The Companies Act or to meet any sve:::ial circumstances that may arise and for which no provision is made by this Act or The Companies Act.

(2) Regulations under subsection (1) clauses (

b) and (

c) may confer jurisdiction on the Supr~me Court. 4

(3) Regulations under this

section may be general or particular in nature or application. 4. This Act comes into force on the day upon which it is assented to. 5

5 Title: 1972 (17th, 1st) Bill 90, The Investment Contracts Amendment Act, 1972

Document details

Collection	Alberta — Bills
Citation	L17 S1 5071
Type	bill
Volume / chapter	L17 S1 5071
Language	en
Format	json
Source	PROVINCIAL
Identifier	b9bc831381afa76d494e2d897fbc21a0871c0ebe

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