Vol. 142, No. 25 — June 21, 2008

Companies’ Creditors Arrangement Regulations

Statutory authority

Companies’ Creditors Arrangement Act

Sponsoring department

Department of Industry

REGULATORY IMPACT
ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Rules Amending the Bankruptcy and Insolvency General Rules.

PROPOSED REGULATORY TEXT

Notice is hereby given that the Governor in Council, pursuant to section 62 (see footnote a) of the Companies’ Creditors Arrangement Act (see footnote b), proposes to make the annexed Companies’ Creditors Arrangement Regulations.

Interested persons may make representations concerning the proposed Regulations within 30 days after the date of publication of this notice. All such representations must cite the Canada Gazette, Part I, and the date of publication of this notice, and be addressed to Sheila Robin, National Manager, Regulatory Affairs, Office of the Superintendent of Bankruptcy Canada, 155 Queen Street, 4th Floor, Ottawa, Ontario K1A 0H5 (tel.: 613-948-5006; fax.: 613-948-4080; e-mail: robin.sheila@ic.gc.ca).

Ottawa, June 11, 2008

MARY PICHETTE
Assistant Clerk of the Privy Council

definitions	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

REPRESENTATIONS

number	description
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 a set of probable and hypothetical assumptions set out in Notes .... Consequently, readers are cautioned that it may not be appropriate for other purposes.

definition	description
Regulatory bodies	5. A stock exchange that is regulated by an Act of Parliament or of the legislature of a province and the Market Regulation Services Inc. 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 and the prescribed manner and time for filing them for the purposes of paragraph 23(1)(f) of the Act: (a) Form 1 of the schedule, entitled “Information Pertaining to Initial Order”, to be filed by facsimile or other electronic transmission within eight hours after the initial order is made; (b) the initial application, 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 reports, exhibits or statements or portions of them subject to a court order that prohibits 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), two business days after the day on which they are filed, in respect of the documents referred to in paragraph (1)(c), two business days after the day on which the monitor receives them and, in respect of the documents referred to in paragraph (1)(d), 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 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.

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. Indicate if debtor company is

□ a not-for-profit body corporate, or

□ an income trust.

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

□ Other (Specify: ________)

10. Are there companies that are affiliated with or a subsidiary of the debtor company?

□ yes □ no

If yes, names of affiliated and subsidiary companies:

_________________________________________________

_________________________________________________

_________________________________________________

11. Book value of total assets as contained in the most recent consolidated financial statements of the debtor company:

$__________________________________________

• Date of statements _____/______/______ (YYYY/MM/DD)

12. Book value of total liabilities as contained in the most recent consolidated financial statements of the debtor company:

$__________________________________________

• secured: $___________

• unsecured: $___________

• trust claims: $___________

13. Book value of total liabilities referred to in item 12 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. Name of country, 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. Book value of total assets as contained in the most recent consolidated financial statements for debtor company:

$___________________________________________

• Date of statements __________/_________/_________ (YYYY/MM/DD)

4. Book value of total liabilities as contained in the most recent consolidated financial statements for debtor company:

$___________________________________________

• secured: $___________

• unsecured: $___________

• trust claims: $___________

5. Book value of total liabilities referred to in item 4 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 a 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 approved by the creditors before the initial application was made? □ yes □ no

9. Was a compromise or arrangement sanctioned by the court?

□ yes □ no

If yes, date sanctioned by court: ___/___/____ (YYYY/MM/DD)

Was compromise or arrangement completed? □ yes □ no

10. Name(s) of debtor company at time of monitor’s discharge:

_______________________________________________

_______________________________________________

PART 3 — TO BE COMPLETED IF THERE IS A FOREIGN PROCEEDING

11. Name of foreign representative: ______________________

12. Name of country, court, judicial district and court file number:

________________________________________________

________________________________________________

13. Indicate if the proceeding is a

□ a foreign main proceeding, or

□ a foreign non-main proceeding.

14. 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 the _____________ (name of debtor company) were commenced on the ___ day of _______, 20____.

2. Pursuant to 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. Pursuant to subsection 32(2) of the Act, within 15 days after the day on which this notice is given, any party to the agreement may, 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. Pursuant to 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

[25-1-o]

Footnote a
S.C. 2007, c. 36, s. 82

Footnote b
R.S., c. C-36

NOTICE:
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