Skip to main content

Bill C-100

If you have any questions or comments regarding the accessibility of this publication, please contact us at


    (a) the policyholders whose policies are being transferred or reinsured;

    (b) the estate of the company as a whole; and

    (c) the remaining policyholders of the company.

Transfer or reinsurance is in lieu of claim on policy

(3) The transfer or reinsurance of policies referred to in subsections (1) and (2) shall be in lieu of the claim for the value of those policies computed as provided in section 163.

Partial payment or reinsurance

162.1 Where the liquidator estimates that the assets of the company are insufficient to provide for the payment in full of the preferred claims specified in section 72, for the payment in full of claims referred to in subparagraphs 161(1)(c)(i) or (ii) and for the transfer or reinsurance in full of policies of the company, the claims referred to in subparagraphs 161(1)(c)(i) or (ii) may be paid at, and the transfer or reinsurance may be effected at, such percentage of the full amount of the policies as may be approved by the court.

Modification of policies

162.2 The court may, on the application of the liquidator, without the consent of the policyholders concerned but on such notice to them as the court considers appropriate, modify the terms of all or any of the policies of insurance of the company held by those policyholders if the court is satisfied that the modification will have no adverse material impact on the policyholders under the terms of the policies.

Computation of claims

163. (1) Claims of policyholders of the company to the value of their policies referred to in subparagraphs 161(1)(c)(i) or (ii) shall be computed by the liquidator in accordance with such methods of computation as the Superintendent may deem fair and reasonable, less any amount previously advanced by the company on the security of the policies.

Amendment thereof

(2) The methods of computation established by the Superintendent are binding on all concerned, subject only to modification by the Superintendent.

Transfer of funds and securities to the liquidator

164. (1) The funds and securities of the company in Canada that may be on deposit with any government in Canada or with trustees or otherwise held for the company or for the protection of the policyholders of the company of the class or classes that are affected by the winding-up order shall, on order of the court having jurisdiction, be transferred to the liquidator.

Assets on deposit outside Canada

(2) Where the company is a Canadian company that has deposited with the government of any state or country outside Canada, or with any trustee or other person in that state or country, any of its funds or securities for the protection of the company's policyholders in that state or country, the liquidator may request that government, trustee or other person to transfer those funds and securities to the liquidator and on the transfer being made, those funds and securities shall be used for the benefit of all the company's policyholders in the same manner as any other assets of the company.

Consequence of non-transfer of assets

(3) Where a government, trustee or other person referred to in subsection (2) does not transfer the funds and securities deposited with it within such period commencing with the date of the liquidator's request therefor as the Court may fix, the policyholders of the company, for whose protection the deposit was made, are deemed to have refused the reinsurance, if any, arranged by the liquidator, and, whether transfer or reinsurance has been arranged or not, to have forfeited all right and claim to any share of the assets of the company other than the funds or securities so deposited for their protection outside Canada.

Transfer to foreign liquidator

165. Where a foreign company is in liquidation in the country in which its head office is situated, the Superintendent may, if the Superintendent deems it advisable and in the interests of the policyholders in Canada, authorize the liquidator, subject to the approval of the court, to transfer the assets of the foreign company to the liquidator in that country.

Liquidator to prepare statement of claimants and creditors

166. (1) The liquidator shall, without the filing of any claim, notice or evidence or the taking of any action by any person, prepare a statement of all the persons appearing by the books and records of the company to be creditors of the company or to be claimants under any policy including any matured, valued or cancelled policy, taking cognizance in that connection of all claims that have arisen in accordance with the terms of the policies of which the liquidator has notice.


(2) The statement referred to in subsection (1) shall show the amount, determined as provided in section 161 in respect of policyholders, for which each person is to rank as a claimant or a creditor and every such person shall be collocated and ranked as, and is entitled to the right of, a claimant or a creditor for the amount so ascertained by the liquidator, without filing any claim, notice or evidence, or taking any action.


(3) Any collocation made pursuant to subsection (2) may be contested by any person interested, and any person who is not collocated, or who is dissatisfied with the amount for which the person is collocated, may file a claim.

Amendment of statement

(4) The liquidator or the court may rectify any statement prepared under subsection (1) on account of omissions or errors therein notified to the liquidator or discovered by the liquidator at any time before the completion of the liquidation, and only the claims appearing in the statement or amended statement shall be regarded in the distribution of the assets.

Right of action not debarred

167. Where the assets are not sufficient to cover in full all claims appearing in the statement or amended statement described in section 166, the policyholders are not barred from any recourse they have, either in law or equity, against the company issuing the policy or against any shareholder or director thereof, except in respect of the share, if any, received in the distribution of those assets.

Copy of statement filed in Office of the Superintenden t

168. (1) A copy of the statement referred to in subsection 166(1), certified by the liquidator, shall be filed in the Office of the Superintendent, after not less than thirty days notice of the liquidator's intention to do so has been given by the liquidator by notice in the Canada Gazette and in the official gazette of each province, and in two newspapers published at or nearest the place where the head office of the company or the chief agency of the company in Canada, as the case may be, is situated.

When policyholder to rank as creditor

(2) Any claim that has arisen under the terms of a policy of which notice is received by the liquidator after the date of the filing of a statement referred to in subsection 166(1) or an amended statement referred to in subsection 166(4) shall rank on the assets only for the value entered in the statement, unless the assets are sufficient to pay all claimants in full, and in that case the policyholder shall rank as a creditor for the balance of the policyholder's claim.

Notice of filing

169. The liquidator shall send by prepaid mail a notice of the filing of the statement under subsection 168(1) to each claimant or creditor named in the statement, addressed to the latest address on record with the company, stating therein the amount for which the creditor or claimant is entitled to rank against the assets of the company.

Report to Superintenden t

170. Where the company is a company, society, foreign company or provincial company within the meaning of subsection 2(1) of the Insurance Companies Act, the liquidator shall report to the Superintendent once in every six months, or more often, as the Superintendent may require, on the condition of the affairs of the company, with such particulars as the Superintendent may require.

Publication of notice of proceedings

171. Publication in the Canada Gazette, in the official gazette of each province and in two newspapers published at or nearest the place where the head office of the company or chief agency of the company in Canada, as the case may be, is situated, of notice of any proceedings of which, under this Act, creditors should be notified, is sufficient notice to holders of policies in respect of which no notice of claim has been received.

Priority of certain claims

172. Nothing in this Part prejudices or affects the priority of any mortgage, lien or charge on the property of the company.


Enactment of scheduled Act

162. The Payment Clearing and Settlement Act is enacted as set out in the schedule.


R.S., c. C-21

Canadian Payments Association Act

163. Subsection 31(3) of the Canadian Payments Association Act is repealed.

1992, c. 56

Green Shield Canada Act

164. Subsections 16(3) and (4) of the Green Shield Canada Act are replaced by the following:

Winding-up and Restructuring Act

(3) The Winding-up and Restructuring Act applies to the Association.

Bankruptcy and Insolvency Act not applicable

(4) The Bankruptcy and Insolvency Act does not apply to the Association.

165. (1) The portion of subsection 17(1) of the Act before paragraph (a) is replaced by the following:

Application of Insurance Companies Act

17. (1) The following provisions of the Insurance Companies Act as those provisions read on the coming into force of An Act to amend, enact and repeal certain laws relating to financial institutions, enacted during the 1st Session of the 35th Parliament, together with any regulations made thereunder, apply to the Association, with such modifications as the circumstances require and subject to any express provision elsewhere in this Act, namely:

(2) Paragraph 17(1)(d) of the Act is replaced by the following:

    (d) section 53, paragraphs 54(1)(a) and (c), subsections 56(1) and 58(2), paragraphs 59(1)(b) and (c), subsections 60(1) and (2) and 61(1), paragraph 62(1)(a) and subsections 62(2) to (5) of Part IV;


Repeal of R.S., c. I-22

166. The Investment Companies Act is repealed.

References to Winding-up Act

167. (1) The following provisions are amended by replacing the expression ``Winding-up Act'' with the expression ``Winding-up and Restructuring Act'':

    (a) paragraph 210(2)(c) and subsections 340(1) and (2) and 366(1) of the Bank Act;

    (b) section 213 of the Bankruptcy and Insolvency Act;

    (c) subsection 31(6) of the Canadian Payments Association Act;

    (d) the definition ``debtor company'' in section 2, paragraph 6(b), section 11, subsections 12(2) and (3) and section 19 of the Companies' Creditors Arrangement Act;

    (e) subsections 10(1), 78(2) and (4) and 119(5), section 126, subsections 127(1) and 145(1), the heading before section 146 and subsections 146(1) and (2) of the Canada Cooperative Associations Act;

    (f) subsections 214(2), 324(1) and (2) and 350(1) and section 447 of the Cooperative Credit Associations Act;

    (g) subsection 3(3) of the Canada Business Corporations Act;

    (h) paragraph 219(2)(c), subsections 377(1) and (2), section 454, paragraph 455(b), subsection 542(9), paragraph 542(10)(b), section 594, paragraph 595(b) and sections 654 and 692 of the Insurance Companies Act; and

    (i) paragraph 215(2)(c), subsections 345(1) and (2) and section 371 of the Trust and Loan Companies Act.

(2) A reference to the ``Winding-up Act'' in any other Act or in any instrument issued, made or established under any Act shall, unless the context otherwise requires, be read as a reference to the ``Winding-up and Restructuring Act''.


Coming into force

168. This Act or any of its provisions or any provision of any other Act enacted or amended by this Act comes into force on a day or days to be fixed by order of the Governor in Council.

(Section 162)

An Act respecting the regulation of systems for the clearing and settlement of payment obligations


Whereas Parliament recognizes that the stability of the financial system in Canada and the maintenance of efficient financial markets are important to the health and strength of the national economy;

Whereas systems established for the clearing and settlement of payment obligations among financial institutions are an essential element of the financial system in Canada and must be properly designed and operated in order to control risk to the financial system in Canada and contribute to its stability;

Whereas the Bank of Canada, in promoting the economic and financial welfare of Canada, takes actions to promote the efficiency and stability of the Canadian financial system, including providing the means of settlement of Canadian dollar payments, acting as lender of last resort and, in consultation with other central banks, developing and implementing standards and practices to recognize and manage risk associated with systems for clearing and settling payment obligations;

And whereas Parliament recognizes that it is desirable and in the national interest to provide for the supervision and regulation of such clearing and settlement systems in order to control risk to the financial system in Canada and promote its efficiency and stability;

NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:


Short title

1. This Act may be cited as the Payment Clearing and Settlement Act.



2. In this Act,

« banque »

``Bank'' means the Bank of Canada;

``central counter-party' '
« intermédiair e »

``central counter-party'' means a corporation, association, partnership, agency or other entity in a clearing and settlement system with whom all participant's payment rights and obligations are netted to produce a single amount owing as between each participant and the central counter-party;

``clearing and settlement system''
« système de compensation et de règlement »

``clearing and settlement system'' means a system or arrangement for the clearing or settlement of payment obligations or payment messages in which

      (a) there are at least three participants, at least one of which is a bank,

      (b) clearing or settlement is all or partly in Canadian dollars, and

      (c) the payment obligations that arise from clearing within the system or arrangement are ultimately settled through adjustments to the account or accounts of one or more of the participants at the Bank

    and, for greater certainty, includes a system or arrangement for the clearing or settlement of securities transactions, foreign exchange transactions or other transactions where the system or arrangement also clears or settles payment obligations arising from those transactions;

``clearing house''
« chambre de compensation »

``clearing house'' means a corporation, association, partnership, agency or other entity that provides clearing or settlement services for a clearing and settlement system, but does not include a stock exchange or the Bank;

« ministre »

``Minister'' means the Minister of Finance;

« établisseme nt participant »

``participant'' means a member of a clearing house or a party to an arrangement that establishes a clearing and settlement system;

``systemic risk''
« risque systémique »

``systemic risk'' means the risk that the inability of a participant to meet its obligations in a clearing and settlement system as they become due or a disruption to a clearing and settlement system could, through the transmittal of financial problems through the system, cause

      (a) other participants in the clearing and settlement system to be unable to meet their obligations as they become due,

      (b) financial institutions in other parts of the Canadian financial system to be unable to meet their obligations as they become due, or

      (c) the clearing and settlement system's clearing house or the clearing house of another clearing and settlement system within the Canadian financial system to be unable to meet its obligations as they become due.