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DEMYSTIFYING COMPANY LIQUIDATION: MASSIVE INSIGHTS FROM ONTARIO’S LEGAL JOURNEY

company liquidation

Company Liquidation: Introduction

Company liquidation involves navigating a myriad of legal and financial obligations, particularly when a company is deemed insolvent. This process requires a thorough understanding of the duties and responsibilities of company directors, legal obligations in insolvency proceedings, and the roles of licensed insolvency trustees and the Court. Identifying insolvent companies and differentiating between secured and unsecured creditors are also fundamental aspects of the liquidation process.

In the fast-paced and competitive world of business, trust and collaboration are often the key ingredients for success. The recent legal case of Srivastava v. DLT Global Inc. 2023 ONSC 7103 (CanLII) serves as a powerful reminder of just how crucial these elements are in maintaining a thriving business. By delving into the details of the case, I explore the consequences of a breakdown in trust and collaboration and highlight the lessons that can be learned from this real-life scenario.

Join in this Brandon’s Blog Post as I explore the decision-making process in company liquidation, from understanding the options to implementing the liquidation strategy. We will also discuss the personal and legal ramifications, covering topics such as personal liability for business owners and directors, voluntary versus compulsory liquidations, and the voluntary liquidation process.

Whether you’re a business owner facing insolvency or a professional seeking insights into company liquidation, this article will provide valuable information to navigate the complex landscape of liquidation proceedings in Ontario.

Company Liquidation: Understanding the Basics

Company liquidation is a critical process for closing a limited company that either can no longer meet its financial obligations or if solvent, cannot continue due to other reasons. When a business undergoes liquidation, its assets are sold off, and the proceeds are used to pay back outstanding creditors.

There are two predominant types of company liquidation: voluntary and compulsory. Voluntary liquidation, which may be initiated by the shareholders or a court order, is often chosen when a company is solvent but burdened by debts. Compulsory liquidations happen through a court order when a company can either no longer pay its debts or, management is dysfunctional and can no longer work together to properly wind up the corporation and its business.

Liquidation proceedings are typically overseen by a licensed insolvency trustee. Company directors must comply with legal obligations during this process to avoid personal liability, particularly if they have given a personal guarantee for business debts.

A common cause for company liquidation is a significant drop in business, such as the loss of a major contract. Although liquidation can entail substantial costs, options exist even for companies without assets. Business owners must seek expert advice to ensure a smooth transition during the liquidation process. Here’s a simplified overview of the liquidation process:

  1. Decision to liquidate (voluntary or court-ordered)
  2. Appointment of a licensed insolvency practitioner
  3. Asset liquidation
  4. Settlement of debts with creditors
  5. Redemption of shares to the extent there is cash to do so
  6. Dissolution of the company
image of a company owner sitting in the middle of his professional advisers and he is worried because his debt ridden company must now enter a company liquidation
company liquidation

Company Liquidation: Understanding Insolvency in Canada

In Canada, insolvency is a legal term indicating a company’s financial distress, where a business is unable to meet its obligations as they come due, or ceases to pay current liabilities during normal operations. This situation often leads to company liquidation or other forms of bankruptcy proceedings governed by various statutes, including the Bankruptcy and Insolvency Act (BIA), the Winding-up and Restructuring Act, and the Companies Creditors Arrangement Act (CCAA).

Conversely, insolvent companies are subject to the aforementioned insolvency laws, which set out the protective legal framework allowing for a fair and orderly process of winding up a company’s affairs and distributing its assets. Insolvency laws in Canada are designed not only to adjudicate the distribution of company assets but also to provide possible recovery pathways for financially distressed businesses.

Identifying Insolvent Companies

Insolvent companies are characterized by their inability to discharge their financial liabilities as they become due. A more comprehensive view of insolvency includes the scenario where the total liabilities of a company exceed the fair valuation of its assets, suggesting that even the sale of all its assets would not cover the outstanding debts.

It is therefore essential for business owners and company directors to recognize the early signs of insolvency and to understand the consequences it may have for the future of their ventures. Identifying an insolvent company promptly is critical as it enables directors to take necessary action to either revive the company or initiate an appropriate exit strategy.

Duties and Responsibilities of Company Directors in Insolvency

When a company is facing insolvency, directors hold increased responsibilities and must pivot their focus to prioritize the interests of their creditors. This can involve refraining from incurring additional debt, avoiding transactions that undervalue company assets, and ensuring that no further detriment is caused to the financial standing of the creditors. Failure to act responsibly in the face of insolvency can result in allegations of wrongful or even fraudulent trading, potentially leading to personal liability for the directors. Timely, responsible action by directors is essential for limiting potential damages and preserving the trust and rights of creditors involved.

The liquidation process for insolvent companies in Canada involves stringent legal obligations and is closely monitored by the courts. Directors must comply with laws set forth by the Bankruptcy and Insolvency Act or engage in processes like Company Creditors Arrangement Act proceedings, which offer an alternative to outright liquidation. In practice, the process is administered by a court-approved licensed insolvency practitioner (IP) who oversees the liquidation of assets, repayment of creditors, and an investigation into the reasons for the company’s failure, including examining the conduct of its directors.

Commencing company liquidation does not automatically cancel existing contracts; however, the entity in liquidation has statutory provisions under the Bankruptcy and Insolvency Act to terminate agreements that are no longer viable or beneficial.

Directors must understand their legal obligations and the procedural steps involved to ensure that they comply with the law and mitigate any risk of personal liability. The role of IP is pivotal in managing the process to achieve an equitable outcome for all parties and to facilitate a lawful and orderly conclusion to the company’s affairs.

Company Liquidation: The Role of Insolvency Practitioners

A Licensed Insolvency Trustee (LIT) are professionals licensed, authorized and supervised by the Federal Government to act concerning an insolvent individual, partnership, or company. These specialists take control of businesses that face financial difficulties to achieve the best possible outcome for shareholders, board of directors, employees, and – most significantly – creditors. Their expertise is essential in navigating the complex process of business liquidation including the sale of assets.

LITs meticulously itemize business expenses and assess the value of remaining assets when a business is ending. This is a vital step in determining how best to distribute assets among creditors. They are also responsible for conducting thorough investigations into why a company failed, examining the conduct of its directors, and sometimes reviewing the actions of third parties, like creditors.

The process they oversee – whether it’s a voluntary company liquidation or an involuntary liquidation – adheres to a strict legal hierarchy for repaying creditors. This ensures a clear and equitable distribution of assets, even though unsecured creditors may receive little to no return. The ultimate aim of an insolvent liquidation, guided by the LIT, is to provide a dividend to all classes of creditors to the extent that the company’s assets allow.

The Official Receiver and their Role in Liquidation Proceedings

The Official Receiver is a local public official within the Federal Office of the Superintendent of Bankruptcy. They play a pivotal role in managing the insolvency process in Canada. This includes setting standards, providing directives to LITs on how to proceed in certain situations and overall supervisory responsibility of LITs.

Secured Creditors vs Unsecured Creditors: What You Need to Know

In the hierarchy of repayments during a company liquidation, understanding the distinction between secured and unsecured creditors is crucial. Secured creditors are those with a legal claim on assets, often due to a lien or a security interest that guarantees their investment. Should a company dissolve, these creditors are prioritized to receive payment from the sale of the secured assets. Examples include lenders who financed company property or equipment.

On the other hand, unsecured creditors do not have this collateral backing. They include entities like credit card companies or suppliers with outstanding invoices. Once the secured creditors are paid, unsecured creditors fall next in line for any remaining funds, though often recovery rates are low or nonexistent.

Employees, as stakeholders, are also categorized as unsecured creditors, but may be prioritized differently depending on the jurisdiction and specific liquidation laws. In bankruptcy, secured creditors may take control of pledged assets to offset their losses, while unsecured creditors must wait to see if there are any funds left after the liquidation of unpledged assets.

Understanding these classifications is paramount for anyone involved in a company liquidation, as they dictate the order of payments and potential recovery. This knowledge can influence decisions made prior to and throughout the liquidation process, impacting all parties involved, from the business owner to the smallest creditor.

Creditor Type

Description

Recovery Source

Priority in Company Liquidation

Secured

Creditors with a legal claim on assets (e.g., banks have taken a security interest for their loan, property liens)

Sale of specific collateral

High

Unsecured

Creditors without a claim on assets (e.g., suppliers, credit card companies)

Remaining business assets after secured debts are paid

Lower

By managing secured and unsecured creditors efficiently, Insolvency Practitioners can ensure a fair and lawful distribution of a company’s remaining assets, while acknowledging the varying levels of risk each creditor assumed.

image of a company owner sitting in the middle of his professional advisers and he is worried because his debt ridden company must now enter a company liquidation
company liquidation

The Company Liquidation Process: From Decision-Making to Implementation

The journey of company liquidation begins with a crucial decision-making phase, a stage where the future of a business and its stakeholders hangs in the balance. Whether a company opts for voluntary liquidation as part of a strategic exit strategy or faces the harsh reality of insolvency, the liquidation process demands a careful, planned approach to implement.

A solvent company considering voluntary company liquidation might be doing so for reasons such as the directors’ retirement or a strategic decision that the business has run its course. On the contrary, a liquidation of the assets of an insolvent company is triggered when a company cannot meet its financial obligations and must cease operations. In both cases, engaging professional advisers, being a LIT and a lawyer early in the process, can offer guidance through each phase, from the planning stages to the final dissolution of the company.

When the voluntary liquidation process is chosen, a company can prepare in advance, making for a more orderly and manageable closure. This method is less intrusive compared to a court-imposed compulsory liquidation following a creditor’s application. Throughout the process, the appointed insolvency practitioner works to sell off assets and settle debts, culminating in the formal winding up of the company.

In the event of an involuntary company liquidation, the proceedings begin following a winding-up petition from creditors. Legal mandates spell out the steps to be taken, from appointment of a liquidator to notifying and paying out creditors. The process may differ slightly from province to province where specific local laws affect the liquidation process.

In either scenario, the overarching goal is to handle assets and debts in conformity with legal and ethical obligations, and ultimately, to provide clarity and closure to all parties involved.

Making the Decision to Liquidate: Understanding the Options

When the decision looms to liquidate a company, it’s paramount for business owners to understand their options. A company’s status—solvent or insolvent—plays a pivotal role in determining the path taken in liquidation. Solvent companies generally have the luxury of choice, where directors may opt for a company liquidation as an exit strategy when the business has fulfilled its purpose or due to retirement.

Alternatively, for insolvent companies, the decision is less voluntary and often more urgent. Directors may initiate a liquidation to preempt spiralling debts and legal actions by creditors, or they may find themselves in the throes of a bankruptcy protection filing, where a court determines what will happen with the business.

The voluntary initiation of a company liquidation before reaching a crisis point can be less traumatic for a company and its personnel, allowing the liquidator to manage a planned and orderly process.

Company Assets and Outstanding Debts: Navigating the Financial Obligations

Once a company enters the liquidation phase, addressing the financial aspects follows swiftly. This involves a comprehensive accounting of company assets and a thorough evaluation of outstanding debts. The liquidator’s role here is integral. They’re tasked with the identification and valuation of all company assets, assessing business assets like inventory, property, and machinery. Following the liquidation sale, they oversee the distribution of proceeds to creditors, prioritizing secured over unsecured creditors, with any excess then directed to shareholders or the owner.

The focus shifts to the company’s debts, with secured creditors receiving payment first due to their collateral backing. Unsecured creditors, such as trade creditors, are then considered. Insolvency practitioners navigate these waters, ensuring a fair and legal conclusion is reached, even as unsecured creditors may recover only a fraction of what is owed if anything at all.

The Sale of Business Assets and the Exit Strategy

The culmination of a liquidation process lies in the sale of business assets—an exercise aimed at converting the company’s holdings into liquid capital to settle its liabilities. Whether the liquidation is voluntary or a compulsory measure, the end goal remains the same: to conclude the business’s affairs in an orderly and effective manner. For company stakeholders, this can often mean selling off all components of a business—stock, fixtures, equipment, and even intellectual property.

Business owners may mark the liquidation of assets as a significant part of their exit strategy. Especially in a voluntary company liquidation, it allows them to retire, recalibrate, or move on from the company in a structured and anticipated way. Conversely, in an insolvency scenario, liquidation acts as a critical means to mitigate the impact on creditors, shareholders, and the business reputation.

By converting assets into cash, liquidation can fulfill outstanding financial obligations and, in some fortunate cases, result in a surplus for the company’s shareholders. Regardless of the circumstances, the conclusive act of selling off assets and settling the company’s affairs offers a clear yet often bittersweet period of transition for those involved. Whether it will be a long or shorter period of transition depends on the complexities of the business in company liquidation.

image of a company owner sitting in the middle of his professional advisers and he is worried because his debt ridden company must now enter a company liquidation
company liquidation

Company liquidation, whether voluntary or involuntary carries significant personal and legal ramifications that extend beyond the immediate dissolution of business operations. Directors and business owners need to be cognizant of the implications of liquidating their company, as the consequences of failing to adhere to legal requirements can be severe.

Understanding Personal Liability: The Impact on Business Owners and Directors

In the event of a company’s insolvency and subsequent liquidation, the directors’ conduct leading up to this point comes under scrutiny. Directors of insolvent companies must adhere to high standards of corporate governance, and failing to do so may result in personal liability. This scrutiny is aimed at uncovering any wrongful or fraudulent trading activities. If discovered, directors can be compelled to contribute to the company’s outstanding debts, significantly impacting their finances.

Moreover, if directors have provided personal guarantees for company borrowing, they can also be held accountable for these debts. This risk heightens the importance of seeking professional legal advice before initiating any company liquidation proceedings. A proactive approach, including ensuring that all debts and obligations are satisfied, protects business owners from the pitfalls of personal liability.

Finally, directors are liable for any unpaid salary or wages and any statutory withholdings not remitted to the government.

Voluntary vs Compulsory Liquidations: Factors to Consider

Understanding the difference between voluntary and compulsory liquidation is paramount for any business owner or director contemplating the end of their company’s operations. In voluntary liquidation, which requires a special resolution and the consent of shareholders, the business can be wound down in an orderly fashion, assets sold off, and creditors paid in an agreed-upon order. This option puts the business in control of its exit strategy.

Compulsory company liquidation, on the other hand, is not within the company’s control and occurs when economic conditions, company regulations, and financial distress lead to a court order forcing liquidation. Such unfavourable circumstances often stem from insolvency and more often than not, failure to fulfill legal obligations. Compulsory liquidation subjects the company to a court-appointed liquidator’s oversight, who will distribute assets to satisfy creditors without the company’s input in the order of repayment.

The voluntary liquidation process is initiated by a company’s shareholders via a special resolution and is a methodical path toward winding down company affairs. It begins with a formal decision to cease operations, involves reaching out to a licensed insolvency practitioner, and requires calculated steps to manage the cessation of business affairs.

After shareholders’ approval, company assets are assessed and sold to pay debts. Secured creditors are prioritized, followed by unsecured creditors. Any remaining funds are then distributed among stakeholders or redirected towards the business owner’s subsequent ventures. Once all financial obligations have been met, the company is formally dissolved, marking the completion of the company liquidation process and providing a clear endpoint to the company’s existence.

image of a company owner sitting in the middle of his professional advisers and he is worried because his debt ridden company must now enter a company liquidation
company liquidation

Company Liquidation: The Importance of Trust and Collaboration in Business – Lessons from the Srivastava v. DLT Global Inc. Case

I won’t go into all the details of the case, but rather, provide an overview of the important points to be taken away from this legal battle. You can read the entire judge’s decision by clicking on this link. The case revolves around Neeraj Srivastava, a co-founder and former director of DLT Global Inc., and his application to wind up the company. The court ultimately dismissed the application, but the underlying issues uncovered shed light on the critical role of trust and collaboration in business relationships.

Background

Mr. Srivastava’s application was based on the argument that DLT Global could not continue its business due to significant liabilities. He claimed that they faced financial difficulties, had an unsustainable burn rate, and engaged in extensive litigation. These issues, according to Mr. Srivastava, justified the winding up of the company.

Trust and Collaboration

A breakdown in trust and collaboration between Mr. Srivastava and his co-founder, Loudon Owen, emerged as a central issue in the case. Mr. Srivastava alleged that his reasonable expectations as a co-founder and shareholder were not met and that he was unfairly treated by DLT Global. On the other hand, DLT Global argued that Mr. Srivastava engaged in misconduct and threatened to harm the business.

Lessons Learned

1. Clear Communication and Expectations: The Srivastava v. DLT Global Inc. case underscores the importance of clear communication and setting realistic expectations from the outset of a business venture. It is crucial for all parties involved to have a shared understanding of their roles, responsibilities, and the direction of the company.

2. Building and Maintaining Trust: Trust is the foundation of any successful business relationship. It requires open and honest communication, transparency, and a mutual understanding of values and objectives. Without trust, collaboration becomes challenging, and the business may suffer as a result.

3. Resolving Conflicts Effectively: Conflicts are inevitable in any business relationship. However, it is how these conflicts are resolved that can make or break a partnership. By adopting a collaborative and problem-solving approach, parties can find mutually beneficial solutions and prevent the escalation of disputes.

4. Seeking Alternative Remedies: The Srivastava v. DLT Global Inc. case highlights the importance of exploring alternative remedies before considering the drastic step of winding up a company. Parties should consider mediation, negotiation, or other dispute resolution mechanisms to address their grievances and protect their interests.

Company Liquidation: Closing Thoughts

The Srivastava v. DLT Global Inc. case serves as a cautionary tale for businesses about the criticality of trust and collaboration. It emphasizes the need for clear communication, building and maintaining trust, effective conflict resolution, and exploring alternative remedies before resorting to extreme measures. By prioritizing these aspects, businesses can foster a healthy and productive environment that enables growth and success.

In conclusion, the lessons learned from this case remind us that trust and collaboration are not just buzzwords but essential components of any thriving business. By embracing these values, entrepreneurs and business leaders can create a solid foundation for long-term success, even in the face of challenges. Let us take these lessons to heart and build businesses that prioritize trust, collaboration, and mutual respect.

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OFFICERS AND DIRECTORS: NAVIGATING THEIR RESPONSIBILITIES IN AN INSOLVENT CANADIAN CORPORATION

officers and directors

Officers and Directors: Introduction

In Canada, it is essential that the individual orchestrating any criminal activity must have the necessary competency to commit the offence before any corporate responsibility can be assumed. The executives and board members of the enterprise are viewed as the ultimate custodians of the company’s ethical obligations.

Welcome to Brandon’s Blog! Here I’ll be discussing the court’s ruling on fraudulent intent by officers and directors, and how it affects the transfer of assets at undervalue in insolvent corporations. I’ll be focusing on the 2022 Court of Appeal for Ontario decision in the Bondfield Construction Company Limited (“Bondfield”) and Forma-Con Construction (“Forma-Con”) case as creating new law.

After two court decisions over nearly two years, the Supreme Court of Canada has delivered their decision on the Court of Appeal’s decision upholding the lower court decision, granting the application for leave to appeal to the Supreme Court.

Officers and Directors: What is the “directing mind”?

The term “directing mind” in the context of Canadian corporations refers to a natural person who holds a high level of authority within theand can be considered the “alter ego or soul” of the corporation. The term “alter e organization go” or “soul” of a corporation refers to a person who holds significant authority within the organization. According to the web search results, this person can be considered the embodiment or representation of the corporation.

Federal legislation uses a more familiar expression for the directing mind “senior officer”. This includes individuals who have an important role in setting policy or making important decisions within the corporation. A “senior officer” is a person in a position of authority or seniority over others. They are responsible for leading and overseeing a group or organization.

officers and directors
officers and directors

The duties of Officers and Directors

Fiduciary Duty

In Canada, the phrase “directing mind” is used to refer to a top-tier individual, an officer or someone on the board of directors in a company who can be thought of as its “alter ego” or “soul”. This individual holds a great degree of influence and power within the corporation, making them its symbolic heart and soul.

Duty of Care

Officers and directors are expected to exercise the same degree of prudence, attention to detail, and knowledgeability that any reasonable individual would in similar scenarios. This means that they must stay abreast of the corporation’s financial well-being and make informed decisions using that information. Beyond the necessity of performing their fiduciary duty, they also have a duty of care to the company and its stakeholders.

Insolvency and the Obligations of Officers and Directors in Canadian Corporations

As a corporation’s liabilities come due and it finds itself unable to pay, insolvency looms large. This can be a stressful period for corporate officers and directors, as they are tasked with making crucial decisions that will affect the company and its stakeholders in the long run. It is paramount that they keep the corporation’s best interests in mind as they navigate these difficult waters.

Officers and directors of Canadian corporations have two significant legal obligations to fulfill: a fiduciary duty and a duty of care. Failure to uphold either of these duties could result in personal liability for them.

officers and directors
officers and directors

When an enterprise finds itself insolvent or close to it, the officers and directors of the company accept a nerve-wracking assignment. These decision-makers are required to make authoritative choices that will determine the fate of the corporation and of all those involved.

Officers and directors of an insolvent company must jump into action to protect as best as possible the corporation and its stakeholders from added losses. This could include negotiations with creditors, liquidating redundant assets, and reorganizing the firm’s procedures. It’s not a simple task, but it’s a necessary one.

It’s necessary to protect the corporation and its stakeholders by focusing on the company’s important resources and operations. Decisions must be made to stave the loss of assets needed to operate and make sure that all of its transactions are in the corporation’s best interests.

Aside from their approved responsibilities, officers and directors need to be alert to their obligations and the repercussions that may arise from negligence. They need to be very careful to ensure that their fiduciary responsibility and duty of care are not abandoned and must correct any missteps.

With this perfect segway, I now wish to describe a very important recent decision from the Court of Appeal for Ontario upholding the lower court decision on the duties and responsibilities of officers and directors of an insolvency company. This decision has been appealed to the Supreme Court of Canada. It is such an important decision for officers and directors, corporations and especially insolvent ones for the entire country, that the Supreme Court of Canada has agreed to hear the appeal.

Officers and directors: Ernst & Young Inc. v. Aquino, 2022 ONCA 202 (CanLII)

On March 10, 2022, the Court of Appeal made a landmark decision in Ernst & Young Inc. v. Aquino, which delved into the corporate attribution doctrine – the idea that the actions of a corporation’s controlling figure can be attributed to the firm itself. The ruling was especially pertinent in the bankruptcy and insolvency context.

John Aquino was the directing mind of Bondfield Construction Company Limited (“Bondfield”) and its affiliate Forma-Con Construction (“Forma-Con”). He and his associates carried out a false invoicing scheme over a number of years by which they siphoned off tens of millions of dollars from both companies.

The monitor and the trustee challenged the false invoicing scheme and sought to recover some of the money. The participants argue that they did not intend to defeat any actual creditors and that John Aquino’s intent cannot be imputed to either Bondfield or Forma-Con.

Bondfield was a full-service group of construction companies that operated in the Greater Toronto Area and Southern Ontario starting in the mid-1980s. Bondfield was in financial trouble in 2018 and started proceedings under the CCAA on April 3, 2019.

After a careful investigation, the monitor and the licensed insolvency trustee administering the bankruptcy (formerly called a trustee in bankruptcy) uncovered a shocking discovery: Bondfield and Forma-Con had deceitfully dispersed a staggering sum of money to or for the benefit of John Aquino and others via a fraudulent invoicing system!

In cross-examination, Mr. Aquino admitted that the suppliers who falsely invoiced Bondfield provided no value for the transfers, but denied intent to defraud, defeat, or delay Bondfield’s actual creditors.

officers and directors
officers and directors

Can section 96 of the Bankruptcy and Insolvency Act (“BIA”) be used by the monitor and the trustee to recover the money officers and directors took from Bondfield and Forma-Con?

Section 96 of the BIA allows trustees to seek a court order “voiding transfers at undervalue” which are a transfer by the debtor to another party at no or undervalued consideration, which is an improvident transaction from the debtor’s perspective. The policy of the BIA goes beyond the modest origin of the law, which prohibits insolvent debtors from giving away assets to third parties instead of using those assets to repay their debts.

This section of the BIA is a remedy to reverse an improvident transfer that strips value from the debtor’s estate, but the trustee must nevertheless meet the requirements of the specific words used.
The monitor and the trustee had to prove two elements to require John Aquino and the other beneficiaries of the false invoicing scheme to repay the money they took under s. 96(1)(b)(ii)(B) of the BIA. The application judge bridged the gap by imputing John Aquino’s fraudulent intention to the debtors, Bondfield and Forma-Con.

The legal analysis of the false invoicing scheme was no longer in active dispute. John Aquino and his associates dispute liability under s. 96 on the basis that their fraudulent acts were not carried out at a time when Bondfield and Forma-Con were financially precarious.

John Aquino and his associates asserted that Bondfield and Forma-Con were financially healthy, so they did not intend to defraud any actual creditors. When assessing the intention of a debtor, a court must look at the information known at the time of the transfer or transaction, and the reasonableness of the debtor’s belief in light of the circumstances then existing.

In order to require John Aquino and the other beneficiaries of the false invoicing scheme to repay the money they took under s. 96(1)(b)(ii)(B) of the BIA, the monitor and the trustee had to prove two elements: first, John Aquino and the other participants were not dealing with Bondfield and Forma-Con at arm’s length; and second, at the time they took the money (during the statutory review period), they “intended to defraud, defeat or delay a creditor” of Bondfield or Forma-Con. The first element is amply established by the evidence. This case turns on the second element.

The lower court judge’s reasons for the timing of the transfers

The Court of Appeal found that the lower court judge decided correctly based on the legal principles that were presented. John Aquino and his associates presented their case of Bondfield and Forma-Con’s solvency when they received the funds. However, the judge decided that the affirmation of fraud provided an abundant base for deciding that Bondfield and Forma-Con had the purpose of deceiving, obstructing, or delaying their creditors.

The judge concluded that the presence of badges of fraud creates a presumption of fraudulent intent and that John Aquino had not rebutted the presumption. The judge also concluded that the true financial condition of Bondfield and Forma-Con at the time of each impugned transaction cannot be determined on the record before the court.

Based on the totality of the evidence, documents and information, the judge held that at the time of the fraudulent transactions, Bondfield and Forma-Con were already experiencing mounting financial difficulties, and their creditors were imperilled by the transfers. John Aquino continued on nonetheless, and the court found that the transfers were intended to defeat those creditors. The application judge took a pragmatic view of the evidence, found that John Aquino carried on with the false invoicing scheme knowing that Bondfield and Forma-Con were experiencing increasing financial difficulties, and inferred that he did this with the intent to defeat creditors.

John Aquino didn’t care if his scheme had the potential to defraud, defeat or delay creditors according to section 96 of the BIA. His recklessness was enough to show the intent needed to make the fraudulent transfers stand. It’s clear that he wasn’t concerned about the interests of the companies’ creditors.

Forma-Con paid over $11 million to certain purported suppliers under the false invoicing scheme during the time period of review allowed under s.96 of the BIA. For the Bondfield 5-year review period, the court found that the total amount of $21,807,693, are transfers at undervalue. The court ordered Mr. Aquino and associates, to repay this amount on a joint and several basis.

officers and directors
officers and directors

Officers and Directors: Uncovering the Impact of Fraudulent Intent on Transfers and Undervalue in Bankrupt Corporations

The application judge was able to uncover John Aquino’s scam involving false invoicing by Bondfield and Forma-Con, giving the trustee the green light under the BIA to reclaim the funds stolen by the fraudsters.

The appellants argue that the lower court judge erred legally because John Aquino’s fraudulent intent cannot be imputed to Bondfield or Forma-Con as a matter of law, even though he was one of their directing minds. They assert that the binding principles of the common law doctrine of corporate attribution set out in Canadian Dredge & Dock Co. v. The Queen,[55] do not permit the imputation of his intention to either defrauded the company. Accordingly, s. 96(1)(b)(ii)(B) of the BIA cannot be used to require John Aquino, or his associates as “privies” to the impugned transactions, to repay the money they took.

This intriguing argument brings up a difficult issue concerning the relationship between the stipulations of the BIA and common law doctrine. When can a court use common law in interpreting and putting the BIA into effect? I will start by presenting the judge’s rationale for the application. After that, I will tackle this legal inquiry and then consider its effects regarding the implementation of the corporate attribution doctrine in this appeal.

The lower court judge reasoned that common law doctrine can be enlisted by a court to interpret and supplement the BIA where necessary to better achieve its purposes, one of which is to protect the interests of the bankrupt’s creditors. She believed that common law can add content to the terms of the bankruptcy law not otherwise defined. In particular, the common law doctrine known as the anti-deprivation rule and its purpose of preventing fraud on the bankruptcy is especially pertinent in this case. The use of common law doctrine must respect the policy of the BIA.

The BIA is no stranger to the use of common law doctrines- though it has yet to officially codify ‘good faith’, the Supreme Court has nonetheless held that Parliament is expected to remain true to the traditional understanding of the common law unless there is some explicit and unmistakable indication of deviation. Consequently, when it comes to interpreting the BIA, the concept of good faith unquestionably plays a role, but it is not codified.

The fraud on bankruptcy law principle exists to protect creditors from unscrupulous parties who might otherwise try to remove value from an insolvent debtor’s assets. Corporations, being distinct from natural persons, necessitate the corporate attribution doctrine, which provides a link between the entity and the individual whose “guiding hand” propelled the corporation into action.

This kind of insolvency officers and directors case was novel in Canada

The corporate attribution doctrine has been applied in the fields of criminal and civil liability. Before this case, courts in Canada had yet to consider the doctrine in the bankruptcy and insolvency context under s. 96 of the BIA. The court recognized that the attribution exercise is grounded in public policy. These principles provide a sufficient basis to find that the actions of a directing mind be attributed to a corporation, not a necessary one.

Accordingly, as a principle that is grounded in policy, and which only serves as a means to hold a corporation criminally responsible or to deny civil liability, courts retain the discretion to refrain from applying it where, in the circumstances of the case, it would not be in the public interest to do so.

After thorough deliberation, the Court of Appeal sided with the lower court to declare that this case had implications for the public interest. It was determined that the invoicing scheme had been used as a way to fraudulently, obstructively, and detrimentally transfer funds to avoid payment to Bondfield’s and Forma Con’s creditors. The Court seeks to reverse these transactions and recover a total of $11,366,890 on behalf of Forma-Con’s creditors. For Bondfield’s creditors, the amount of $21,807,693,

officers and directors
officers and directors

The bottom line of Ernst & Young Inc. v Aquino

The lower court found and the Court of Appeal affirmed that decision that under s. 96 of the BIA, the payments by Bondfield and Forma-Con made in respect of the false invoices during the 12-month review period totalling for Bondfield, $21,807,693, and for Forma-Con, CDN$13,985,743 CAD and US$35,030 Are transfers at undervalue. Those that received these funds were ordered to repay them on a joint and several basis.

The Court of Appeal delved into some critical legal matters in their ruling, exploring the responsibilities insolvency practitioners must uphold, how much creditors should be able to expect, as well as the rights of everyone involved in bankruptcy proceedings. They also delved into the interpretation of the BIA and the reality of its application.

The Court decided that the BIA has to be implemented in a way that meets the expectations of the Act, and that insolvency professionals are to be held to a high standard of both expertise and responsibility.

At the beginning of this Brandon’s Blog, I mentioned this monumental case will be heard in the Supreme Court of Canada. As you can imagine, it will be a highly anticipated event in the insolvency world. And it won’t disappoint!

The ruling so far has had major implications for the insolvency industry, including the rights of creditors, officers and directors and insolvency practitioners. All in all, it was a groundbreaking decision that will shape the industry for years to come – and will no doubt be further shaped once the Supreme Court of the land hears the case and issues its decision.

Obligations and Responsibilities of the Board of Directors and Officers: Conclusion

The Ernst & Young Inc. v Aquino case was an important one for the insolvency industry and had far-reaching implications for the obligations of insolvency practitioners and the rights of creditors and other stakeholders. The Court of Appeal’s decision in the case was a clear and definitive ruling on a number of key legal issues, and it will likely have a lasting impact on the insolvency industry for many years to come.

I hope you enjoyed this officers and directors Brandon’s Blog.

Revenue and cash flow shortages are critical issues facing entrepreneurs and their companies and businesses. Are you now worried about just how you or your business are going to survive? Are you worried about what your fiduciary obligations are and not sure if the decisions you are about to make are the correct ones to avoid personal liability? Those concerns are obviously on your mind. Coming out of the pandemic, we are also now worried about its economic effects of inflation and a potential recession.

The Ira Smith Team understands these concerns. More significantly, we know the requirements of the business owner or the individual that has way too much financial debt. You are trying to manage these difficult financial problems and you are understandably anxious.

It is not your fault you can’t fix this problem on your own. The pandemic has thrown everyone a curveball. We have not been trained to deal with this. You have only been taught the old ways. The old ways do not work anymore. The Ira Smith Team makes use of new contemporary ways to get you out of your debt problems while avoiding bankruptcy. We can get you debt relief now.

We have helped many entrepreneurs and their insolvent companies who thought that consulting with a trustee and receiver meant their company would go bankrupt. On the contrary. We helped turn their companies around through financial restructuring.

We look at your whole circumstance and design a strategy that is as distinct as you are. We take the load off of your shoulders as part of the debt settlement strategy we will draft just for you.

We understand that people facing money problems require a lifeline. That is why we can establish a restructuring procedure for you and end the discomfort you feel.

Call us now for a no-cost consultation. We will listen to the unique issues facing you and provide you with practical and actionable ideas you can implement right away to end the pain points in your life, Starting Over, Starting Now.

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officers and directors
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Brandon Blog Post

THE COMPLETE CORPORATE BANKRUPTCY IN CANADA GUIDE: WHAT EVERY BUSINESS OWNER NEEDS TO KNOW

Corporate bankruptcy in Canada: Introduction

Are you a business owner with company financial difficulties and apprehensive about the possibility of corporate bankruptcy and is it something that you will have to seriously consider? Corporate bankruptcy in Canada process can be complex and overwhelming, but understanding it is necessary for making authoritative decisions about your business.

In this Brandon’s Blog, I will analyze the ins and outs of corporate bankruptcy in Canada, including the different types, the steps in filing for corporate bankruptcy, the impact on creditors and shareholders, and alternatives to consider. By the end of this Brandon’s Blog, you will have a better understanding of corporate bankruptcy in Canada and be able to understand how to make the best decision for your business.

Explanation of what corporate bankruptcy in Canada is

The corporate bankruptcy process in Canada – otherwise known as commercial bankruptcy or incorporate business bankruptcy – is a legal means by which an incorporated business that is unable to pay its debts can be liquidated, and its liabilities discharged. This process allows the business to liquidate its assets and redistribute the value among its creditors. The process is intended to give an honest, but unfortunate corporate debtor a discharge from most debts while ending the business of that corporation.

It is important to note that corporate bankruptcy is different from personal bankruptcy which is a legal process through which an insolvent individual can substantially reduce debt and hopefully restructure. Unlike an individual who files for personal bankruptcy, it is not intended that the bankrupt corporation will come out of bankruptcy through a discharge process.

If single individuals are operating businesses and are considering business bankruptcy, then we are talking about the bankruptcies of sole proprietorships. If more than one person is operating a business partnership, then we need to think of the issues in a partnership bankruptcy. Either way, we have insolvent persons, which means personal bankruptcy, which is not the subject of this Brandon’s Blog.

It’s important to note that the process of corporate bankruptcy in Canada is complex and can only be handled by a licensed insolvency trustee. The Trustee will help you understand the process and the options available to your corporation and then prepare the documents required to submit the bankruptcy filing.

In Canada, if a corporation is bankrupt, it is subject to both the federal Bankruptcy and Insolvency Act (Canada) (“BIA”) and relevant provincial regulations. The BIA outlines the procedure for managing a corporate bankruptcy, while provincial law governs other aspects of the business such as labour laws.

business bankruptcy in canada
corporate bankruptcy in canada

A brief overview of how the process of corporate bankruptcy in Canada begins

Navigating corporate bankruptcy in Canada can be complicated, as there are numerous steps that need to be taken. To begin, it is important to consult with a licensed insolvency trustee to review the financial details of the company, including income, profits, liabilities, and any personal guarantees. From there, the next step is to determine the misogynist options.

The board of directors needs to hold a meeting, in order to pass a resolution permitting the corporation to file for bankruptcy. This process is initiated by a director, or the single director, who will then execute the necessary bankruptcy paperwork.

Types of corporate bankruptcy in Canada

There are two types of corporate bankruptcy in Canada: liquidations and reorganizations. Although a reorganization is not an actual bankruptcy, the phrase “bankruptcy protection” is used to describe a formal reorganization. So for the purposes of this Brandon’s Blog, we will consider both as types of bamkruptcy.

The type of corporate bankruptcy in Canada proceedings can often provide a good indication as to whether the unsecured creditors will get all, a portion, or none of what they are owed.

business bankruptcy in canada
corporate bankruptcy in canada

An overview of the 2 types of bankruptcy proceedings available to Canadian businesses

Liquidation

The process of corporate bankruptcy involves a business ceasing operations as it is unable to fulfill its financial obligations and the demand for its goods and services has become obsolete. This form of corporate bankruptcy is commonly referred to as liquidation.

Canadian bankruptcy proceedings must adhere to Canadian bankruptcy law under the BIA. This law contains similar liquidations to Chapter 7 of the U.S. Bankruptcy Code. Commencing the process of bankruptcy liquidation in Canada is the initial step.

It all starts with the board of directors of the corporation getting together and deciding to file for bankruptcy. One of the directors, or a single director, will then have to sign the official documents for the bankruptcy process.

Once the liquidation process has been initiated, the corporation’s assets, subject to the rights of any creditor having security over all or some of the assets, are taken over by the Trustee. The Trustee will sell the corporate assets and the proceeds will be distributed among the creditors according to the priority established by law. The corporation will then be laid to rest, as it will no longer operate as a legal entity.

Reorganization

Corporate reorganization is one of the alternatives to bankruptcy. It is a process in which a process for a company that is facing financial difficulties is able to restructure its outstanding debt and its operations in order to improve its financial situation. In Canada, the primary statutes for corporate reorganization are the Companies’ Creditors Arrangement Act (CCAA) and the BIA. These laws are similar reorganizations under Chapter 11 of the U.S. Bankruptcy Code.

The CCAA provides a thoroughfare of debt reorganization for corporations on a larger scale, as the amount owed by the company must exceed $5 million. Through this federal legislation, the debtor corporation can still operate while reaching an approved plan of arrangement with its creditors.

For corporations that do not reach this $5 million threshold, the Division I Proposal under the BIA can be utilized. The BIA provides for the restructuring of insolvent corporations and individuals.

The CCAA is a federal statute that allows for the sale of an insolvent business, with a reach that transcends the wideness of the whole Canadian nation and even extends beyond its borders.

The process of corporate reorganization under either the CCAA or BIA begins with the corporation filing for protection under the appropriate Act. In the case of the CCAA, the filing is with the court. Under the BIA, the filing is with the Office of the Superintendent of Bankruptcy Canada.

The debtor will then be safeguarded with all its possessions. Then, the corporation will be allotted a specified value of time – typically 30 to 45 days – to present a plan of arrangement. This plan must be approved by the creditors and the court in order to move forward. When the plan of arrangement is given the thumbs up, it can be set into motion.

So corporate reorganization in Canada is a process in which a company that is viable but is facing financial difficulties is allowed to restructure its business debts and operations in order to modernize its financial situation. The CCAA is mainly used for larger corporations and the BIA for smaller ones. Both legislations provide a process to restructure a company while under the protection of the court and it’s intended to be a way to save a company while protecting the rights of the creditors.

Advantages and disadvantages of corporate bankruptcy in Canada

Liquidation

Advantages of corporate liquidation using corporate bankruptcy in Canada:

  • Allows an incorporated entity that is unable to pay its debts to file for bankruptcy, as per the BIA.
  • Allows for the liquidation of resources and redistribution of that value among creditors, which can provide relief for the corporation and its creditors.

Disadvantages to bankruptcy and corporate liquidation using corporate bankruptcy in Canada:

  • The Canada Business Corporations Act (CBCA) prevents a company in bankruptcy from seeking dissolution under the CBCA.
  • Unfortunately, specific liabilities or obligations of the corporation are passed to its directors. This would put personal assets at risk.
  • The process is time-consuming and may also be expensive.
  • Unfortunately, the director’s reputation may moreover be tarnished in the process.

Reorganization

Advantages of reorganization under corporate bankruptcy in Canada:

  • Can uplift profits and increase efficiency.
  • Can extend the life of the business.
  • Can modernize strategy and financial arrangements.
  • Could be done informally without a court process by agreement between the debtor and its creditors or formally under either a proposal as outlined in part III of the BIA or a plan of arrangement under the CCAA.

Disadvantages of reorganization under corporate bankruptcy in Canada:

  • It may not work.
  • Decreased employee morale and concern among customers.
  • Can be a significant time investment with potential setbacks in cash flow
  • If the financial matters are so dire that a reorganization is not viable, the remaining option is full bankruptcy, which results in the liquidation of resources to pay creditors.

    business bankruptcy in canada
    corporate bankruptcy in canada

Filing a voluntary assignment into bankruptcy for corporate bankruptcy in Canada

Overview of steps involved in filing for Corporate Bankruptcy in Canada

  • Finding a Licensed Insolvency Trustee (formerly called a trustee in bankruptcy) (LIT) and retaining the LIT to make an informed decision about proceeding with bankruptcy.
  • One of the directors (or sole director) will be required to execute corporate bankruptcy papers
    Upon bankruptcy assignment, the LIT will notify business creditors of the bankruptcy proceeding.
  • Hold a meeting of creditors.
  • Conduct a sale of assets.
  • Carry out its other duties in accordance with the BIA.

Note: The above steps are a general outline and the specific process may vary depending on the case. It’s advisable to seek guidance from a licensed insolvency trustee and a legal professional to ensure compliance with the laws and regulations.

Essential paperwork and information

In order to file a voluntary assignment for corporate bankruptcy in Canada, and get to the point of holding the First Meeting of Creditors, the following documentation and information are typically required:

  1. Provide the LIT with the corporate minute book, seal and accounting records.
  2. Fully signed minutes of a validly held meeting of directors resolving that the corporation file an assignment in bankruptcy and appointing either a director or senior management person to be the Designated Officer to sign all bankruptcy documents and attend the First Meeting of Creditors.
  3. A completed Voluntary Assignment of the corporate debtor, prepared by the LIT and signed by the Designated Officer.
  4. The LIT prepared statement of affairs, reviewed, approved and sworn/confirmed by the Designated Officer, which includes information about the debtor’s assets and the names and addresses of all known creditors and the amounts owing to each of them.
  5. The LIT will take the necessary steps to lodge the paperwork with the Office of the Superintendent of Bankruptcy, who in turn will give the Certificate of Bankruptcy – marking the very beginning of bankruptcy proceedings in Canada. The moment the Certificate is issued will be the exact time the corporate bankruptcy in Canada is activated.
  6. The LIT then prepares the statutory notice to creditors which is mailed to all known creditors with a notice of the time and place of the First Meeting of Creditors will be held and also includes a proof of claim form for the creditors to complete fully and file with the LIT.
  7. The LIT will also prepare the bankruptcy notice to be placed in a local newspaper to advertise for creditors to contact the Trustee.
  8. The LIT prepares its Report on Preliminary Administration to provide necessary information to the creditors about the causes of the corporate bankruptcy in Canada, the available assets to be sold, if any and other important information. The LIT’s report is distributed at the First Meeting of Creditors.

In a voluntary assignment, the LIT is picked by the debtor. In an involuntary assignment, the LIt is suggested to and chosen by the court. In issuing the Certificate, the LIT choice is confirmed by the Office of the Superintendent of Bankruptcy. However, it is ultimately up to the creditors attending and voting at the First Meeting of Creditors to either confirm the appointment of the LIT or substitute the LIT with another one (don’t worry about the mechanics for now!). The LIT will be responsible for overseeing the administration of the debtor’s estate and distributing the proceeds to creditors.

It’s important to note that the above list is not exhaustive and additional documentation and information may be required by the Office of the Superintendent of Bankruptcy(OSB) or the appointed Trustee. It’s recommended to seek professional advice from a LIT, a lawyer or both, before filing for a voluntary assignment in bankruptcy.

The OSB plays an important part in the area of insolvency

The OSB is tasked with keeping orderly standards for the supervisory oversight of stakeholders within the insolvency process, creating an accessible archive of public records, compiling and analyzing data, and enforcing the BIA and CCAA regulations. Furthermore, the OSB is devoted to facilitating an effective and efficient insolvency framework in Canada.

The OSB in Canada is responsible for the supervision and regulation of the Canadian insolvency system, and overseeing the administration of all insolvency proceedings described as bankruptcies, commercial reorganizations, Division I commercial proposals, consumer proposals and receiverships.

The effects of corporate bankruptcy in Canada on creditors and stockholders

How corporate bankruptcy affects the distribution of assets among creditors

Divvying up resources among those owed money in a corporate bankruptcy in Canada can be quite intricate and can be affected by various elements, such as the kind of bankruptcy declared and the company’s ownership and organizational setup.

When a company files for bankruptcy, its day-to-day operations will typically come to a halt. All of the corporation’s assets will be sold off and the proceeds will be divided among its creditors. In Canada, this process can have a major impact on how the assets are divided up among those who are owed money.

The BIA requires the LIT to take control of all the unencumbered assets, sell them and assigns orders of importance to the many claims against the debtor. The net sale proceeds are then doled out to creditors depending on the priority of the claims.

In a nutshell, the types of creditors and the order of priority is:

  • Trust claims, including unremitted employee payroll withholdings.
  • Secured lenders.
  • Preference is given to certain kinds of unsecured debt.
  • Ordinary unsecured creditors are last.

In Canada, though the assets of a company are distinct from the owners’ individual wealth, banks will always take security on the company’s assets when loaning funds and anticipate the entrepreneur to provide some kind of collateral. It bears mentioning that this is a standard requirement.

Should the proceeds of the company assets fail to cover the bank debt in the event of a Canadian bankruptcy, the owners will be called upon to make good on their personal liability and may be faced with the liquidation of some or all of their personal belongings to make up the difference.

What sort of ramifications does corporate bankruptcy in Canada have on the equity holders and their privileges?

Generally, when it comes to bankruptcy proceedings, it’s usually shareholders who are left holding the shorter end of the stick. Most often, they don’t get anything back after all other creditors have been taken care of– leaving them with nothing but the realization that their investments have gone down the drain. Furthermore, they forfeit any rights they once held with the company.

If any of the shareholders are also in a director position, then they will have the added worry about whether there are any debts that are also a director liability. Legal advice is always required by directors of an insolvent company. In next week’s Bradon’s Blog, I will talk about recent developents arising from an Ontario court decision about the directing mind of a bankrupt corporation.

The one small solace they may have is that Canada Revenue Agency will acknowledge the corporate bankruptcy in Canada as a legitimate means of allowing shareholders to deduct the value of their shares as a loss on their tax return.

business bankruptcy in canada
corporate bankruptcy in canada

Alternatives to Corporate Bankruptcy in Canada

For a business that is viable yet unable to pay off its debts, there are 5 alternatives to corporate bankruptcy in Canada that must be explored:

  1. Implement tighter controls over spending and create a cash-flow budget to see if costs can be cut or eliminated, freeing up funds to pay off debts.
  2. Refinance existing debt in order to consolidate it into more manageable payments.
  3. The shareholders provide a fresh injection of funds.
  4. Informal out-of-court debt settlement through direct negotiation with creditors.
  5. Selling redundant or no longer-needed assets to raise cash for debt repayment.

Rather than going through the effort of reorganizing debt under the CCAA or BIA, a corporate workout is an amicable arrangement between the company and its creditors that allows them to come to a mutually-satisfactory resolution without resorting to legal proceedings and a reorganization court case. This is seen as an advantageous alternative to a formal filing.

If all other solutions fail to prevent a company in Canada from going bankrupt, then the CCAA or BIA’s restructuring provisions should be carefully considered to potentially save the company, its jobs and business assets.

If the company is not viable or profitable and is in a state of financial distress, then a secured lender can exercise their rights through a receivership process. This could be used in conjunction with a corporate bankruptcy in Canada if the situation calls for that.
The reasons why bankruptcy and receivership may be needed to work in tandem are complex and are best left as a topic for another day.

Corporate bankruptcy in Canada: Conclusion

I hope you enjoyed this corporate bankruptcy in Canada Brandon’s Blog.

Revenue and cash flow shortages are critical issues facing entrepreneurs and their companies and businesses. Are you now worried about just how you or your business are going to survive? Those concerns are obviously on your mind. Coming out of the pandemic, we are now worried about its economic effects of inflation and a potential recession.

The Ira Smith Team understands these concerns. More significantly, we know the requirements of the business owner or the individual that has way too much financial debt. You are trying to manage these difficult financial problems and you are understandably anxious.

It is not your fault you can’t fix this problem on your own. The pandemic has thrown everyone a curveball. We have not been trained to deal with this. You have only been taught the old ways. The old ways do not work anymore. The Ira Smith Team makes use of new contemporary ways to get you out of your debt problems while avoiding bankruptcy. We can get you debt relief now.

We have helped many entrepreneurs and their insolvent companies who thought that consulting with a trustee and receiver meant their company would go bankrupt. On the contrary. We helped turn their companies around through financial restructuring.

We look at your whole circumstance and design a strategy that is as distinct as you are. We take the load off of your shoulders as part of the debt settlement strategy we will draft just for you.

We understand that people facing money problems require a lifeline. That is why we can establish a restructuring procedure for you and end the discomfort you feel.

Call us now for a no-cost consultation. We will listen to the unique issues facing you and provide you with practical and actionable ideas you can implement right away to end the pain points in your life, Starting Over, Starting Now.

corporate bankruptcy in canada
business bankruptcy in canada

 

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