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Vol. 143, No. 17 — August 19, 2009
Registration
SOR/2009-219 July 30, 2009
COMPANIES’ CREDITORS ARRANGEMENT ACT
Companies’ Creditors Arrangement Regulations
P.C. 2009-1209 July 30, 2009
Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to section 62 (see footnote a) of the Companies’ Creditors Arrangement Act (see footnote b), hereby makes the annexed Companies’ Creditors Arrangement Regulations.
COMPANIES’ CREDITORS ARRANGEMENT REGULATIONS
Interpretation
1. The following definitions apply in these Regulations.
“Act” « Loi »
“Act” means the Companies’ Creditors Arrangement Act.
“initial order” « ordonnance initiale »
“initial order” means an order that is made on the initial application in respect of a debtor company.
Stock exchange
2. A stock exchange that is regulated by an Act of Parliament or of the legislature of a province is prescribed for the purposes of the definition “income trust” in subsection 2(1) of the Act.
Pension plan
3. A pension plan that is regulated by an Act of Parliament or of the legislature of a province is prescribed for the purposes of subsection 6(6) of the Act.
Representations
4. The representations set out in the table to this section are prescribed for the purposes of paragraph 10(2)(b) of the Act.
TABLE
|
Item |
Representation |
|---|---|
|
1. |
The hypothetical assumptions are reasonable and consistent with the purpose of the projections described in Note ..., and the probable assumptions are suitably supported and consistent with the plans of the debtor company and provide a reasonable basis for the projections. All such assumptions are disclosed in Notes .... |
|
2. |
Since the projections are based on assumptions regarding future events, actual results will vary from the information presented, and the variations may be material. |
|
3. |
The projections have been prepared solely for the purpose described in Note ..., using the probable and hypothetical assumptions set out in Notes .... Consequently, readers are cautioned that it may not be appropriate for other purposes. |
Regulatory bodies
5. A stock exchange that is regulated by an Act of Parliament or of the legislature of a province, the Investment Industry Regulatory Organization of Canada and the Mutual Fund Dealers Association of Canada are prescribed for the purposes of subsection 11.1(1) of the Act.
Information to be published in newspapers
6. The following information is prescribed for the purposes of subparagraph 23(1)(a)(i) of the Act:
(a) the name of each applicant and the name under which the applicant carries on business, if any;
(b) the name and judicial district of the court that made the initial order;
(c) the court file number for the proceedings;
(d) the date on which the initial order was made; and
(e) the name and contact information of the monitor, including its Web site address.
Making initial order and list of creditors publicly available
7. For the purposes of clauses 23(1)(a)(ii)(A) and (C) of the Act, the prescribed manner for making the initial order and list publicly available is by posting them on a Web page created by the monitor for the proceedings.
Notice that initial order is publicly available
8. For the purposes of clause 23(1)(a)(ii)(B) of the Act, the prescribed manner of sending the notice is by personal service, mail, courier, facsimile or other electronic transmission.
Paragraph 23(1)(f) of the Act
9. The following paragraphs set out the documents that are specified for the purposes of paragraph 23(1)(f) of the Act and the prescribed manner and time for filing them:
(a) Form 1 of the schedule, entitled “Information Pertaining to Initial Order”, to be filed by facsimile or other electronic transmission within one business day after the day on which the initial order is made;
(b) the initial application, the initial order and any amendments to that order, to be filed by facsimile or other electronic transmission within two business days after the day on which the monitor receives them;
(c) Form 2 of the schedule, entitled “Debtor Company Information Summary (Commencement of Proceedings)”, to be filed by facsimile or other electronic transmission within five business days after the day on which the monitor receives the initial order;
(d) Form 3 of the schedule, entitled “Debtor Company Information Summary (Following the Order Discharging the Monitor)”, to be filed by facsimile or other electronic transmission within five business days after the day on which the court makes an order discharging the monitor; and
(e) the documents posted on the Web page created by the monitor under section 7, to be filed by submitting them on a compact disc, digital versatile disc or other data storage medium within 30 days after the day on which the court makes an order discharging the monitor.
Documents to be publicly available
10. (1) The following documents are prescribed for the purposes of paragraph 23(1)(j) of the Act:
(a) reports of the monitor, including exhibits, and cash-flow statements that are filed with the court, other than those – or any part of them – that are subject to a court order prohibiting their release to the public;
(b) proposed compromises or arrangements that are filed with the court, including amendments to them;
(c) court orders; and
(d) written communications and notifications that the monitor sends to all creditors.
Posting on Web page
(2) The prescribed manner for making the documents publicly available is by posting them on the Web page created by the monitor under section 7.
Time limit for posting
(3) The prescribed time for posting the documents is, in respect of the documents referred to in paragraphs (1)(a) and (b), within two business days after the day on which they are filed, in respect of the documents referred to in paragraph (1)(c), within two business days after the day on which the monitor receives them and, in respect of the documents referred to in paragraph (1)(d), within two business days after the day on which they are sent.
Public record
11. (1) For the purposes of subsection 26(1) of the Act, the prescribed information is the information set out on Form 1 of the schedule, and the prescribed period is 10 years after the day on which the information is received by the Superintendent of Bankruptcy.
Other records
(2) For the purposes of subsection 26(2) of the Act, the prescribed period is 10 years after the day on which the record is received by the Superintendent of Bankruptcy.
Notice of delegation
12. For the purposes of subsection 31(2) of the Act, the prescribed manner of giving notice of the delegation is by personal service, mail, courier, facsimile or other electronic transmission.
Notice to disclaim or resiliate
13. For the purposes of subsection 32(1) of the Act, Form 4 of the schedule, entitled “Notice by Debtor Company to Disclaim or Resiliate an Agreement”, is prescribed and the prescribed manner of giving notice is by personal service, registered mail or courier or, if the recipient agrees, by facsimile or other electronic transmission.
Information to be published in newspapers
14. For the purposes of paragraph 53(b) of the Act, the prescribed information is the following:
(a) the name and contact information of the foreign representative;
(b) the name of the debtor company and the name under which it carries on business in Canada;
(c) the following information respecting the order, namely,
(i) the name of the court that made it,
(ii) the legislative provision under which it was made, and
(iii) the date on which it was made;
(d) the country in which the foreign proceeding is filed;
(e) whether the proceeding is a foreign main or foreign non-main proceeding; and
(f) the name and contact information of legal counsel for the foreign representative.
Coming into force
15. These Regulations come into force on the day on which section 124 of An Act to establish the Wage Earner Protection Program Act, to amend the Bankruptcy and Insolvency Act and the Companies’ Creditors Arrangement Act and to make consequential amendments to other Acts, chapter 47 of the Statutes of Canada, 2005, comes into force, but if they are registered after that day, they come into force on the day on which they are registered.
SCHEDULE
(Section 9, subsection 11(1) and section 13)
FORM 1
INFORMATION PERTAINING TO INITIAL ORDER
(To be filed with the Superintendent of Bankruptcy under paragraph 23(1)(f) of the Companies’ Creditors Arrangement Act)
The following information pertains to the order made on the initial application in respect of ___________________________________ (name of debtor company):
1. Name of court, judicial district and court file number:
____________________________________________________
____________________________________________________
____________________________________________________
2. Date on which order is made: ____________________________________________________
3. Debtor company’s head office address, telephone number and Web site address, if any:
____________________________________________________
____________________________________________________
____________________________________________________
4. Names under which debtor company carries on business, if different from name set out above:
____________________________________________________
____________________________________________________
5. Name and Web site address of monitor:
____________________________________________________
____________________________________________________
____________________________________________________
6. Name, address, telephone number and e-mail address of monitor’s representative responsible for the proceedings:
____________________________________________________
____________________________________________________
____________________________________________________
7. Web page address created for the proceedings, if any:
____________________________________________________
____________________________________________________
Dated at ____________________, ____________, on _____________, 20______.
__________________________________
Monitor’s representative
responsible for the proceedings
FORM 2
DEBTOR COMPANY INFORMATION SUMMARY
(COMMENCEMENT OF PROCEEDINGS)
(To be filed with the Superintendent of Bankruptcy under paragraph 23(1)(f)
of the Companies’ Creditors Arrangement Act)
PART 1 – INFORMATION RESPECTING DEBTOR COMPANY
1. Name, including names under which the debtor company carries on business, if any:
____________________________________________________
____________________________________________________
____________________________________________________
2. Debtor company’s head office address, telephone number and Web site address, if any:
____________________________________________________
____________________________________________________
____________________________________________________
3. The debtor company is
a not-for-profit body corporate,
an income trust, or
other (Specify: __________________)
4. Industry type code using the North American Industry Classification System:
____________________________________________________
5. Names and titles of directors and officers:
____________________________________________________
____________________________________________________
____________________________________________________
6. Any other names used by the debtor company during the 24-month period before the making of the order on the initial application, including names under which the company carried on business:
____________________________________________________
____________________________________________________
____________________________________________________
7. Previous proceedings:
- under the Bankruptcy and Insolvency Act: yes no
If yes, estate number: ___________________________________________
- under the Companies’ Creditors Arrangement Act: yes no
If yes, name of court, judicial district and court file number:
____________________________________________________
____________________________________________________
____________________________________________________
- foreign proceedings: yes no
If yes, country, name of court, judicial district and court file number:
____________________________________________________
____________________________________________________
____________________________________________________
8. Are debtor company’s shares or units publicly traded? yes no
If yes, index symbol: _____________________ country: _________________
9. Incorporation number, if applicable: ________________________________
Federal
Provincial (Specify: _________________)
Other (Specify: _________________)
10. Are there companies that are affiliated with or subsidiaries of the debtor company?
yes no
If yes, names of affiliated and subsidiary companies:
____________________________________________________
____________________________________________________
____________________________________________________
11. Date of the most recent consolidated financial statements of debtor company:
_____/______/______ (YYYY/MM/DD)
12. The statements referred to in item 11 are:
audited (Name of auditor: __________________________________________________)
unaudited
13. Book values for the debtor company set out in the statements referred to in item 11:
- Book value of total assets: $____________________________
- Book value of total liabilities: $___________________________
- secured: $__________________
- unsecured: $________________
- trust claims: $_______________
- Book value of total liabilities that are contingent: $____________________
14. Does the debtor company participate in any prescribed pension plans for the benefit of its employees? yes no
If yes, give name of each plan and indicate whether it is a defined benefit or defined contribution plan:
____________________________________________________
____________________________________________________
____________________________________________________
15. Name, address, telephone number and e-mail address of debtor company’s legal counsel:
____________________________________________________
____________________________________________________
____________________________________________________
PART 2 – INFORMATION RESPECTING MONITOR
16. Monitor’s toll-free number for the proceedings, if any: ______________________
Monitor’s Web page created for the proceedings, if any: ____________________
17. Name, address, telephone number and e-mail address of monitor’s legal counsel:
____________________________________________________
____________________________________________________
____________________________________________________
PART 3 – TO BE COMPLETED IF THERE IS A FOREIGN PROCEEDING
18. Name of foreign representative: _____________________________________
19. Country, name of court, judicial district and court file number:
____________________________________________________
____________________________________________________
____________________________________________________
20. Indicate whether the proceeding is
a foreign main proceeding, or
a foreign non-main proceeding.
21. Date of first order in foreign proceeding: ____/_____/____ (YYYY/MM/DD)
Dated at ____________________, ____________, on _____________, 20______.
__________________________________
Monitor’s representative
responsible for the proceedings
FORM 3
DEBTOR COMPANY INFORMATION SUMMARY
(FOLLOWING THE ORDER DISCHARGING THE MONITOR)
(To be filed with the Superintendent of Bankruptcy under paragraph 23(1)(f)
of the Companies’ Creditors Arrangement Act)
PART 1 – INFORMATION RESPECTING DEBTOR COMPANY
1. Name of debtor company: ____________________________________________________
2. File number assigned by the Superintendent of Bankruptcy: ____________________________________________________
3. Date of the most recent consolidated financial statements for debtor company:
__________/_________/_________ (YYYY/MM/DD)
4. The statements referred to in item 3 are:
audited (Name of auditor:________________________ )
unaudited
5. Book values for the debtor company set out in the statements referred to in item 3:
- Book value of total assets: $____________________________________
- Book value of total liabilities: $__________________________________
- secured: $_________________
- unsecured: $________________
- trust claims: $_______________
- Book value of total liabilities that are contingent: $___________________________
6. Does the debtor company participate in any prescribed pension plan for the benefit of its employees? yes no
If yes, give name of each plan and indicate whether it is a defined benefit or defined contribution plan:
____________________________________________________
____________________________________________________
____________________________________________________
PART 2 – INFORMATION RESPECTING PROCEEDINGS
7. Was interim financing granted by court order under section 11.2 of the Act?
yes no
If yes,
- amount of interim financing granted by court order: $_______________________
- amount drawn: $____________________________________________________
8. Was a compromise or arrangement sanctioned by the court? yes no
If yes,
- Date on which the compromise or arrangement was sanctioned by the court: ______/_____/______ (YYYY/MM/DD)
- Was the compromise or arrangement approved by the creditors before the initial application was made? yes no
- Was the compromise or arrangement completed? yes no
9. Name of debtor company at time of monitor’s discharge:
____________________________________________________
____________________________________________________
PART 3 – TO BE COMPLETED IF THERE IS A FOREIGN PROCEEDING
10. Name of foreign representative: _____________________________________
11. Country, name of court, judicial district and court file number:
____________________________________________________
____________________________________________________
____________________________________________________
12. Indicate if the proceeding is a
a foreign main proceeding, or
a foreign non-main proceeding.
13. Date of first order in foreign proceeding: _______/____/______ (YYYY/MM/DD)
Dated at ____________________, ____________, on _____________, 20______.
__________________________________
Monitor’s representative
responsible for the proceedings
FORM 4
NOTICE BY DEBTOR COMPANY TO DISCLAIM OR RESILIATE AN AGREEMENT
To ________________________, (monitor and parties to the agreement)
Take notice that
1. Proceedings under the Companies’ Creditors Arrangement Act (“the Act”) in respect of _____________ (name of debtor company) were commenced on the ___ day of _______, 20____.
2. In accordance with subsection 32(1) of the Act, the debtor company gives you notice of its intention to disclaim or resiliate the following agreement (provide sufficient details of the agreement to enable it to be identified):
____________________________________________________
____________________________________________________
____________________________________________________
3. In accordance with subsection 32(2) of the Act, any party to the agreement may, within 15 days after the day on which this notice is given and with notice to the other parties to the agreement and to the monitor, apply to court for an order that the agreement is not to be disclaimed or resiliated.
4. In accordance with paragraph 32(5)(a) of the Act, if no application for an order is made in accordance with subsection 32(2) of the Act, the agreement is disclaimed or resiliated on the ______ day of ________, 20____, being 30 days after the day on which this notice has been given.
Dated at ______________, _____________, on _______________, 20______.
_________________________
Debtor Company
The monitor approves the proposed disclaimer or resiliation.
Dated at _______________, __________, on __________, 20_______.
________________________________
Monitor’s representative
responsible for the proceedings
N.B. The Regulatory Impact Analysis Statement for these Regulations appears following SOR/2009-218, Rules Amending the Bankruptcy and Insolvency General Rules.
Footnote a
S.C. 2007, c. 36, s. 82
Footnote b
R.S., c. C-36
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