An Act to amend the law governing financial institutions and to provide for related and consequential matters
S.C. 2007, c. 6
Assented to 2007-03-29
An Act to amend the law governing financial institutions and to provide for related and consequential matters
SUMMARY
This enactment amends a number of Acts governing financial institutions. It also amends legislation related to the regulation of financial institutions. Notable among the amendments are the following:
(a) amendments to the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act, and the Trust and Loan Companies Act aimed at achieving three key objectives:
(i) enhancing the interests of consumers,
(ii) increasing legislative and regulatory efficiency, and
(iii) adapting those Acts to new developments;
(b) amendments to the Bills of Exchange Act to provide for the introduction of electronic cheque imaging; and
(c) technical amendments to the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act, the Trust and Loan Companies Act, the Bank of Canada Act, the Bills of Exchange Act, the Canada Business Corporations Act, the Canada Deposit Insurance Corporation Act, the Canadian Payments Act, the Financial Consumer Agency of Canada Act, the Green Shield Canada Act, the Investment Canada Act, the National Housing Act, the Payment Clearing and Settlement Act and the Winding-up and Restructuring Act.
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
PART 11991, c. 46 AMENDMENTS TO THE BANK ACT
Marginal note:1999, c. 28, s. 1(5)
1. The definitions “authorized foreign bank” and “Canadian entity” in section 2 of the Bank Act are replaced by the following:
“authorized foreign bank”
« banque étrangère autorisée »
“authorized foreign bank” means a foreign bank that is the subject of an order under subsection 524(1);
“Canadian entity”
« entité canadienne »
“Canadian entity” means an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province, or otherwise formed in Canada, and that carries on business in Canada;
2. Section 9 of the Act is amended by adding the following after subsection (4):
Marginal note:Contravention
(5) A person contravenes a provision of Part VII or Division 7 of Part XV if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.
3. Subsection 14(2) of the Act is amended by striking out the word “or” at the end of paragraph (f), by adding the word “or” at the end of paragraph (g) and by adding the following after paragraph (g):
(h) a bank is continued, or amalgamated and continued, as a body corporate to which another Act of Parliament applies,
Marginal note:2001, c. 9, s. 44; 2006, c. 4, s. 199
4. Section 21 of the Act is replaced by the following:
Marginal note:Sunset provision
21. (1) Subject to subsections (2) and (3), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, for 180 days after the first day of the first session of the next Parliament.
5. Paragraph 39(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 50
6. Sections 39.1 and 39.2 of the Act are replaced by the following:
Marginal note:Transferring to other federal Acts
39.1 (1) A bank may
(a) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;
(b) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;
(c) apply, under the Cooperative Credit Associations Act, for letters patent continuing the bank as an association under that Act, or amalgamating and continuing the bank as an association under that Act;
(d) apply, under the Insurance Companies Act, for letters patent continuing the bank as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the bank as a company (other than a mutual company) or an insurance holding company under that Act; or
(e) apply, under the Trust and Loan Companies Act, for letters patent continuing the bank as a company under that Act, or amalgamating and continuing the bank as a company under that Act.
Marginal note:Conditions for approval
(2) The approval referred to in paragraph (1)(a) or (b) may be given only if the Minister is satisfied that
(a) the bank has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the bank is situated, a notice of its intention to apply for the approval;
(b) the application has been authorized by a special resolution; and
(c) the bank does not hold deposits, other than deposits that are made by a person who controls the bank or by a person who has a significant interest in a class of shares of the bank and that are not insured by the Canada Deposit Insurance Corporation.
Marginal note:Withdrawing application
(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the bank may, without further approval of the shareholders, withdraw the application before it is acted on.
Marginal note:Restriction on other transfers
(4) A bank may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).
Marginal note:Act ceases to apply
39.2 If a bank applies for a certificate or letters patent referred to in section 39.1 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the bank as of the day the certificate or the letters patent take effect.
Marginal note:2001, c. 9, s. 52
7. Section 41 of the Act is replaced by the following:
Marginal note:Affiliated bank
41. Despite section 40, a bank that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
Marginal note:2005, c. 54, s. 8(2)
8. Subsection 62(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
9. The Act is amended by adding the following after section 72:
Marginal note:Exception — conditions before acquisition
72.1 (1) A bank may permit any of its subsidiaries to acquire shares of the bank through the issuance of those shares by the bank to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a bank permits any of its subsidiaries to acquire shares of the bank under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 16 and subsection 66(2), the bank must comply with the prescribed requirements.
10. Section 75 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 308(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 61(1)
11. (1) Subsections 79(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
79. (1) The directors of a bank may declare and a bank may pay a dividend by issuing fully paid shares of the bank or options or rights to acquire fully paid shares of the bank and, subject to subsection (4), the directors of a bank may declare and a bank may pay a dividend in money or property, and if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a bank shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 61(2)
(2) Subsection 79(5) of the Act is repealed.
Marginal note:2001, c. 9, s. 69
12. Subsection 159(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a bank that is a subsidiary of a foreign bank and a majority of the directors of any other bank must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 82(2)
13. Subsection 217(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of a by-law respecting a change to the name of the bank, approved by the Superintendent.
Marginal note:Letters patent
(4) If the name of a bank or the province in Canada in which the head office of the bank is situated is changed under this section, the Superintendent may issue letters patent to amend the bank’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.
14. Section 225 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
225. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 226(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
15. Paragraph 231(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
16. Section 233 of the Act is replaced by the following:
Marginal note:Agreement to Superintendent
233. A sale agreement must be sent to the Superintendent before it is submitted to shareholders of the selling bank under subsection 234(1).
Marginal note:2005, c. 54, s. 52(1)
17. Section 245 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
245. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank to maintain, in another country, copies of records referred to in section 238 or of its central securities register or for a bank to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank to do any of those activities in another country — the Superintendent shall direct the bank to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Bank to comply
(2) A bank shall without delay comply with any direction issued under subsection (1).
Marginal note:1991, c. 46, s. 577
18. Paragraph 300(a) of the Act is replaced by the following:
(a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act; or
Marginal note:2001, c. 9, s. 98
19. (1) The portion of subsection 373(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
373. (1) Sous réserve des autres dispositions de la présente partie, il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une banque ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 98
(2) Subsection 373(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a bank, the entity is deemed to be acquiring a significant interest in that class of shares of the bank through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 98
20. Sections 377.1 and 378 of the Act are replaced by the following:
Marginal note:Restriction on control
377.1 (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank with equity of less than eight billion dollars.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:Former Schedule I banks with equity of less than five billion dollars
378. (1) A bank that was named in Schedule I as that Schedule read immediately before October 24, 2001 and that had equity of less than five billion dollars on that day is deemed, for the purposes of sections 138, 156.09, 374, 376, 376.01, 376.1, 376.2, 377, 380 and 382, subsection 383(2), section 385 and subsection 396(2), to be a bank with equity of eight billion dollars or more.
Marginal note:Application — amalgamation
(2) If a bank to which subsection (1) applies is an applicant for letters patent of amalgamation and the letters patent are issued in respect of the application, the amalgamated bank is deemed to be a bank to which that subsection applies.
Marginal note:Non-application of subsection (1)
(3) Subsection (1) ceases to apply to a bank with equity of less than eight billion dollars if the Minister specifies that it no longer applies to the bank.
Marginal note:2001, c. 9, s. 98
21. Subsection 398(1) of the French version of the Act is replaced by the following:
Marginal note:Accusé de réception
398. (1) Lorsque, à son avis, la demande faite dans le cadre de la présente partie est complète, le surintendant la transmet sans délai au ministre et adresse au demandeur un accusé de réception précisant la date où elle a été reçue.
Marginal note:1991, c. 46, s. 579
22. Section 402.1 of the Act is replaced by the following:
Marginal note:Permission to become another body corporate
402.1 If subsection 402(1) applies, the Minister may, on application by the bank, permit the bank to apply to be continued as a body corporate under any Act of Parliament referred to in subsection 39.1(1) instead of, or in addition to, issuing an order under subsection 402(1).
23. (1) Subsection 413(1) of the Act is amended by striking out the word “or” at the end of paragraph (a), by adding the word “or” at the end of paragraph (b) and by adding the following after paragraph (b):
(c) the order approving the commencement and carrying on of business by the bank authorizes it to accept deposits solely in accordance with subsection (3).
Marginal note:1997, c. 15, s. 43
(2) Subsection 413(3) of the Act is replaced by the following:
Marginal note:Deposits that fall below $150,000
(3) A bank referred to in paragraph (1)(b) or (c) shall ensure that, on each day that is at least 30 days after the bank receives the authorization referred to in that paragraph,
A/B ≤ 0.01
where
A
is the sum of all amounts each of which is the sum of all the deposits held by the bank at the end of a day in the preceding 30 days each of which deposits is less than $150,000 and payable in Canada; and
B
is the sum of all amounts each of which is the sum of all deposits held by the bank at the end of a day in those preceding 30 days and payable in Canada.
Marginal note:1997, c. 15, s. 43; 2001, c. 9, s. 103(1)
24. Subsections 413.1(1) and (2) of the Act are replaced by the following:
Marginal note:Notice before opening account or providing prescribed product
413.1 (1) Before a bank referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada a prescribed product that relates to a deposit, the bank shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product
(a) a notice in writing that deposits to the deposit account, or that the deposit that relates to the prescribed product, as the case may be, will not be insured by the Canada Deposit Insurance Corporation or, if the request is made by telephone, a verbal notice to that effect; and
(b) any other information that may be prescribed.
Marginal note:Other notice
(2) A bank referred to in paragraph 413(1)(b) or (c) shall, in accordance with any regulations that may be made,
(a) post notices at all of its branches, and at prescribed points of service, in Canada where deposits are accepted, and on all of its websites at which deposits are accepted in Canada, to inform the public that deposits with the bank are not insured by the Canada Deposit Insurance Corporation; and
(b) include in its advertisements notices to inform the public that deposits with the bank are not insured by the Canada Deposit Insurance Corporation.
Marginal note:2001, c. 9, s. 104
25. (1) Subsection 413.2(1) of the Act is replaced by the following:
Marginal note:Deposits less than $150,000
413.2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.
Marginal note:2001, c. 9, s. 104
(2) Subsection 413.2(2) of the French version of the Act is replaced by the following:
Définition de « dépôt »
(2) Pour l’application du présent article, dépôt s’entend au sens du paragraphe 413(5).
Marginal note:2001, c. 9, s. 104
26. (1) Subsection 413.3(1) of the Act is replaced by the following:
Marginal note:Shared premises
413.3 (1) Subject to the regulations, no bank referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are shared with those of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the bank.
Marginal note:2001, c. 9, s. 104
(2) Subsections 413.3(3) and (4) of the Act are replaced by the following:
Marginal note:Adjacent premises
(3) Subject to the regulations, no bank referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are adjacent to a branch or office of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the bank, unless the bank clearly indicates to its customers that its business and the premises on which it is carried on are separate and distinct from the business and premises of the affiliated member institution.
Marginal note:Regulations
(4) The Governor in Council may make regulations
(a) respecting the circumstances in which, and the conditions under which, a bank referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are shared with those of a member institution referred to in subsection (1); and
(b) respecting the circumstances in which, and the conditions under which, a bank referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are adjacent to a branch or office of a member institution referred to in subsection (3).
27. Subsection 418(1) of the Act is replaced by the following:
Marginal note:Restriction on residential mortgages
418. (1) A bank shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:1993, c. 28, s. 78 (Sch. III, s. 5); 2002, c. 7, s. 82(E)
28. (1) Subsections 427(4) to (6) of the Act are replaced by the following:
Marginal note:Notice of intention
(4) Subject to the regulations, the following provisions apply where security on property is given to a bank under this section:
(a) the rights and powers of the bank in respect of property covered by the security are void as against creditors of the person giving the security and as against subsequent purchasers or mortgagees in good faith of the property covered by the security unless a notice of intention was provided to the bank by the person giving the security and registered by the bank in the system of registration not more than three years immediately before the security was given;
(b) the registration of a notice of intention may be cancelled by the registration of a certificate of release by the bank; and
(c) any person may obtain information from the system of registration for the purpose of ascertaining whether a notice of intention or a certificate of release has been registered.
(2) Section 427 of the Act is amended by adding the following after subsection (8):
Marginal note:Regulations
(9) The Governor in Council may make regulations
(a) establishing a system of registration for the purpose of this section;
(b) respecting the practice and procedure for the operation of the system of registration, including the registration of notices of intention and certificates of release and the obtaining of information from the system of registration;
(c) respecting the form and content of notices of intention and certificates of release;
(d) requiring the payment of fees relating to the system of registration, including fees to obtain information from the system of registration, and prescribing the amounts of those fees or the manner of calculating them; and
(e) respecting any other matter necessary for the operation of the system of registration.
Marginal note:Transitional
(10) Notices of intention and certificates of release registered in the system of registration as it existed immediately before the establishment of a system of registration under regulations made under paragraph (9)(a) are deemed to be registered in that system.
Marginal note:1999, c. 28, s. 23
29. Subsection 438(2) of the Act is replaced by the following:
Marginal note:Provision of information
(2) A bank shall, on making a payment under subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with the following information current as of the day the payment is made, in so far as it is known to the bank:
(a) in the case of a deposit,
(i) the name of the depositor in whose name the deposit is held,
(ii) the recorded address of the depositor,
(iii) the outstanding amount of the deposit, and
(iv) the branch of the bank at which the last transaction took place in respect of the deposit, and the date of that last transaction; and
(b) in the case of an instrument,
(i) the name of the person to whom or at whose request the instrument was issued, certified or accepted,
(ii) the recorded address of that person,
(iii) the name of the payee of the instrument,
(iv) the amount and date of the instrument,
(v) the name of the place where the instrument was payable, and
(vi) the branch of the bank at which the instrument was issued, certified or accepted.
Marginal note:Copies of signature cards and signing authorities
(2.1) A bank shall, on written request by the Bank of Canada, provide the Bank of Canada with copies of signature cards and signing authorities relating to any deposit or instrument in respect of which it has made a payment under subsection (1). If it does not have any with respect to a deposit or instrument to which the request relates, it shall so inform the Bank of Canada.
30. (1) Subsection 439(1) of the Act is replaced by the following:
Marginal note:Notice of unpaid amount
439. (1) Subject to subsections (1.1) to (3), a bank shall send to each person to whom a deposit referred to in paragraph 438(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 438(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.
Marginal note:Where notice to be sent
(1.1) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.
(2) The portion of subsection 439(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:When notice to be sent
(2) The notice must be sent during the month of January next following the end of the first two-year period, during the month of January next following the end of the first five-year period and also during the month of January next following the end of the first nine-year period
(3) Section 439 of the Act is amended by adding the following after subsection (2):
Marginal note:Notification of transfer to the Bank of Canada
(3) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (2)(a) to (c), as the case may be, must also
(a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and
(b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.
31. The Act is amended by adding the following after section 448.2:
Registered Products
Marginal note:Disclosure required concerning registered products
448.3 (1) Subject to subsection (2), a bank shall not open an account that is or forms part of a registered product in the name of a customer, or enter into an agreement with a customer for a prescribed product or service that is or forms part of a registered product, unless the bank provides, in the prescribed manner, to the individual requesting the account or the prescribed product or service
(a) information about all charges applicable to the registered product;
(b) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the registered product;
(c) information about the bank’s procedures relating to complaints about the application of any charge applicable to the registered product; and
(d) any other information that may be prescribed.
Marginal note:Regulations
(2) The Governor in Council may make regulations specifying the circumstances under which a bank need not provide the information.
Definition of “registered product”
(3) In this section, “registered product” means a product that is defined to be a registered product by the regulations.
32. Section 455 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) A bank shall make its procedures established under paragraph (1)(a) available
(a) in the form of a brochure, at its branches where products or services are offered in Canada;
(b) on its websites through which products or services are offered in Canada; and
(c) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) A bank shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
33. The Act is amended by adding the following before section 458:
Marginal note:Charges for prescribed products or services
457. A bank shall not, directly or indirectly, charge or receive any sum for the provision of any prescribed products or services unless the charge is made by express agreement between it and a customer or by order of a court.
34. The Act is amended by adding the following after section 458.1:
Marginal note:Regulations respecting the holding of funds
458.2 The Governor in Council may make regulations respecting the maximum period during which a bank may hold funds in respect of specified classes of cheques or other instruments that are deposited into an account at a branch or prescribed point of service in Canada before permitting the customer in whose name the account is kept to access the funds.
Marginal note:2001, c. 9, s. 124(2)
35. Subsection 459.1(4.1) of the Act is replaced by the following:
Marginal note:Disclosure
(4.1) A bank shall disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.
Marginal note:2001, c. 9, s. 125
36. Subsection 459.2(2) of the Act is replaced by the following:
Marginal note:Pre-closure meeting
(2) After notice is given but before the branch is closed or ceases to carry on the activities, the Commissioner shall, in prescribed situations, require the bank to convene and hold a meeting between representatives of the bank, representatives of the Agency and interested parties in the vicinity of the branch in order to exchange views about the closing or cessation of activities, including, but not limited to, alternative service delivery by the bank and measures to help the branch’s customers adjust to the closing or cessation of activities.
Marginal note:2001, c. 9, s. 125
37. Subparagraph 459.4(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
38. Subsection 464(1) of the Act is amended by adding the following in alphabetical order:
“closed-end fund”
« fonds d’investissement à capital fixe »
“closed-end fund” means an entity whose activities are limited to investing the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities, and whose securities are
(a) fixed in number and distributed to the public in an offering under a preliminary prospectus, prospectus, short-form prospectus or similar document in accordance with the laws of a province or a foreign jurisdiction;
(b) traded on an exchange or an over-the-counter market; and
(c) liquidated on a fixed future termination date, the proceeds of which are allocated to the holders of the securities on a proportional basis.
39. Section 466 of the Act is amended by adding the following after subsection (5):
Marginal note:Application of other provision
(6) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a bank may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions set out in that other provision are met.
Marginal note:Timing of deemed acquisition
(7) If a bank decides to exercise its right under subsection (6), the bank is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 127
40. (1) Paragraph 468(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 127
(2) Paragraph 468(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 464(1); and
(3) Section 468 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), a bank may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 127
(4) Paragraph 468(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or
Marginal note:2001, c. 9, s. 127
(5) Paragraph 468(7)(a) of the Act is replaced by the following:
(a) the bank is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the bank would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 127
41. Subsections 471(4) and (5) of the Act are replaced by the following:
Marginal note:Temporary investment
(4) If a bank, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 468(5) if the bank had acquired the control, or acquired or increased the substantial investment, under section 468, the bank must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(5) If a bank, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 468(6) if the bank had acquired the control, or acquired or increased the substantial investment, under section 468, the Superintendent may, on application, permit the bank to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
42. Subsection 472(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.
43. (1) Section 482 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 127
(2) The portion of subsection 482(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of
Marginal note:2001, c. 9, s. 127
(3) Subsection 482(2) of the Act is amended by striking out the word “or” at the end of paragraph (e) and by replacing paragraph (f) with the following:
(f) assets acquired or transferred under a transaction or series of transactions by the bank with another financial institution as a result of the bank’s participation in one or more syndicated loans with that financial institution;
(g) assets purchased or sold under a sale agreement that is approved by the Minister under section 236;
(h) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 468(5) is required or the approval of the Superintendent under subsection 468(6) is required;
(i) assets that are acquired or transferred under a transaction that has been approved by the Minister under subsection 678(1) of this Act or subsection 715(1) of the Insurance Companies Act;
(j) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or
(k) assets acquired or disposed of with the approval of the Superintendent under subsection 494(4).
Marginal note:2001, c. 9, s. 127
(4) Subsection 482(3) of the Act is repealed.
Marginal note:2001, c. 9, s. 127
(5) Paragraph 482(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the bank prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the bank if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 308(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 127
(6) Subsection 482(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the bank or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the bank prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the bank if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 308(4), immediately before the transfer of the asset.
44. Section 488 of the Act is amended by adding the following after subsection (3):
Marginal note:Security of a related party
(4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.
45. Section 494 of the Act is amended by adding the following after subsection (5):
Marginal note:Approval under section 236
(6) A bank may acquire any assets from, or dispose of any assets to, a related party of the bank under a sale agreement that is approved by the Minister under section 236.
Marginal note:1997, c. 15, c. 70
46. Subsection 495(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection 489(2), a bank is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the bank and the business of which is limited to the activity referred to in paragraph 468(2)(c) and the transaction is on terms and conditions at least as favourable to the bank as market terms and conditions, as defined in subsection 501(2).
Marginal note:2001, c. 9, s. 129
47. (1) The description of B in subsection 495.3(1) of the Act is replaced by the following:
B
is the total value of all assets that the bank directly or indirectly acquired from, or directly or indirectly transferred to, that related party in the 12 months ending immediately before the acquisition or transfer, other than assets acquired by or transferred to the bank under transactions permitted by section 490; and
Marginal note:2001, c. 9, s. 129
(2) Paragraph 495.3(3)(a) of the Act is replaced by the following:
(a) the bank purchases or sells assets under a sale agreement that is approved by the Minister under section 236; or
Marginal note:2001, c. 9, s. 132
48. (1) The definitions “designated foreign bank”, “designation order” and “exemption order” in subsection 507(1) of the Act are repealed.
Marginal note:2001, c. 9, s. 132
(2) The definition “limited commercial entity” in subsection 507(1) of the Act is replaced by the following:
“limited commercial entity”
« entité à activités commerciales restreintes »
“limited commercial entity” means a Canadian entity that a foreign bank or an entity associated with a foreign bank may control in accordance with subsection 522.09(1) or (2), or in which a foreign bank or an entity associated with a foreign bank is permitted to acquire a substantial investment in accordance with that subsection.
Marginal note:2001, c. 9, s. 132
(3) Paragraph (e) of the definition “financial services entity” in subsection 507(1) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 464(1);
Marginal note:2001, c. 9, s. 132
(4) Paragraph 507(15)(c) of the Act is replaced by the following:
(c) has received the approval of the Minister under paragraph 522.22(1)(f); or
Marginal note:2001, c. 9, s. 132
(5) Paragraph 507(16)(c) of the Act is replaced by the following:
(c) has received the approval of the Minister under paragraph 522.22(1)(f); or
Marginal note:2001, c. 9, s. 132
49. Sections 508 to 509.1 of the Act are replaced by the following:
Marginal note:Application
508. (1) This Part applies to
(a) a foreign bank that
(i) is a bank according to the laws of the jurisdiction under whose laws it was incorporated or in any jurisdiction in which it carries on business,
(ii) engages in the business of providing financial services and employs, to identify or describe its business, a name that includes the word “bank”, “banque”, “banking” or “bancaire”, either alone or in combination with other words, or any word or words in any language other than English or French corresponding generally to any of those words, or
(iii) is regulated as a bank or as a deposit-taking institution according to the jurisdiction under whose laws it was incorporated or in any jurisdiction in which it carries on business; and
(b) an entity that is associated with a foreign bank and that is
(i) a member of a material banking group,
(ii) controlled by a foreign bank described in any of subparagraphs (a)(i) to (iii), or
(iii) associated with a foreign bank described in any of subparagraphs (a)(i) to (iii) and that foreign bank or any entity controlled by that foreign bank is
(A) engaging in or carrying on business in Canada, other than holding, managing or otherwise dealing with real property,
(B) maintaining a branch in Canada, other than an office referred to in section 522,
(C) establishing, maintaining or acquiring for use in Canada an automated banking machine, a remote service unit or a similar automated service, or, in Canada, accepting data from such a machine, unit or service other than in circumstances described in section 511 or 512,
(D) acquiring or holding control of, or a substantial investment in, a Canadian entity, or
(E) acquiring or holding any share or ownership interest in a Canadian entity and
(I) an entity associated with the foreign bank holds control of, or a substantial investment in, the Canadian entity, or
(II) the foreign bank, an entity associated with the foreign bank and one or more other entities associated with the foreign bank would, if they were one person, hold control of, or a substantial investment in, the Canadian entity.
Marginal note:Member of a material banking group
(2) For the purposes of this section, an entity is a member of a material banking group if either of the following ratios, expressed as a percentage, is equal to or greater than the percentage prescribed for the purpose of this subsection:
A/B or C/D
where
A
is the sum of the total assets of all foreign banks described in any of subparagraphs (1)(a)(i) to (iii) with which the entity is associated, other than the total assets of foreign banks described in any of those subparagraphs whose assets are consolidated into the total assets of any foreign bank described in any of those subparagraphs with which the entity is associated;
B
is
(a) if the entity is not controlled by any person, the total assets of the entity, or
(b) in any other case, the sum of the total assets of the entity and of all its affiliates, other than entities whose total assets are consolidated into the total assets of an affiliate of the entity;
C
is the sum of the total revenue of all foreign banks described in any of subparagraphs (1)(a)(i) to (iii) with which the entity is associated, other than the total revenue of foreign banks described in any of those subparagraphs whose revenue is consolidated into the total revenue of any foreign bank described in any of those subparagraphs with which the entity is associated; and
D
is
(a) if the entity is not controlled by any person, the total revenue of the entity, or
(b) in any other case, the sum of the total revenue of the entity and of all its affiliates, other than entities whose total revenue is consolidated into the total revenue of an affiliate of the entity.
Marginal note:Exemption from material banking group status
(3) Despite subsection (2), the Minister may, subject to any terms and conditions that he or she considers appropriate, exempt an entity from being a member of a material banking group if neither of the ratios determined in accordance with that subsection in relation to that entity exceeds the percentage prescribed for the purposes of this subsection.
Marginal note:Subsections 507(4) to (7) do not apply
(4) Subsections 507(4) to (7) do not apply with respect to the making of any determination relating to control or a substantial investment for the purposes of subparagraph (1)(b)(iii).
Marginal note:Definitions
(5) The following definitions apply in this section.
“total assets”
« actif total »
“total assets”, in respect of an entity, means the total value of its assets
(a) as reported on a consolidated basis in its most recently completed financial statements that were prepared in accordance with generally accepted accounting principles in
(i) the jurisdiction in which the entity was formed or incorporated,
(ii) a jurisdiction in which it carries on business, or
(iii) a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act; or
(b) if its most recently completed financial statements were not prepared in the manner described in paragraph (a), as would have been reported on a consolidated basis in its most recently completed financial statements had they been prepared in accordance with generally accepted accounting principles in Canada.
“total revenue”
« recettes d’exploitation totales »
“total revenue”, in respect of an entity, means its total revenue
(a) as reported on a consolidated basis in its most recently completed financial statements that were prepared in accordance with generally accepted accounting principles in
(i) the jurisdiction in which the entity was formed or incorporated,
(ii) a jurisdiction in which it carries on business, or
(iii) a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act; or
(b) if its most recently completed financial statements were not prepared in the manner described in paragraph (a), as would have been reported on a consolidated basis in its most recently completed financial statements had they been prepared in accordance with generally accepted accounting principles in Canada.
50. Section 510 of the Act is amended by adding the following after subsection (3):
Marginal note:Non-application re federal institutions associated with a foreign bank
(4) Subsection (1) does not apply to
(a) an entity referred to in any of paragraphs 468(1)(a) to (f) that is an entity associated with a foreign bank; or
(b) a Canadian entity that an entity referred to in paragraph (a) controls, or in which such an entity has a substantial investment.
Marginal note:Non-application re Canadian entity associated with a foreign bank
(5) Paragraphs (1)(a) and (b) do not apply to a Canadian entity that is an entity associated with a foreign bank and that is held or acquired in accordance with this Part.
Marginal note:2001, c. 9, s. 132
51. Section 511 of the Act is replaced by the following:
Marginal note:Exception re real property holding and management
510.1 Except as may be prescribed, paragraphs 510(1)(a) and (b) do not apply in respect of the holding or managing of, or otherwise dealing with, real property in Canada by a foreign bank or an entity associated with a foreign bank.
Marginal note:Exception re accessing accounts
511. Nothing in paragraphs 510(1)(a) to (c) is to be construed as prohibiting a foreign bank or an entity associated with a foreign bank from providing its customers who are natural persons not ordinarily resident in Canada with access in Canada to their accounts located outside Canada through the use of automated banking machines located in Canada.
Marginal note:2001, c. 9, s. 132
52. Subsection 513(1) of the Act is replaced by the following:
Marginal note:Exception re automated services
513. (1) A foreign bank, or an entity associated with a foreign bank, that has received the approval of the Minister under paragraph 522.22(1)(f) may
(a) if it is a foreign securities dealer that has also received the approval of the Minister under paragraph 522.22(1)(i), engage in the activities referred to in paragraph 510(1)(c) so long as they relate to its business referred to in paragraph 522.18(1)(b); and
(b) if it is a foreign cooperative credit society, engage in the activities referred to in paragraph 510(1)(c) so long as they relate to its business as a cooperative credit society engaged in or carried on by it in accordance with provincial laws relating to cooperative credit societies.
Marginal note:2001, c. 9, s. 132
53. Sections 514 to 517 of the Act are replaced by the following:
Marginal note:Change of status
516. (1) If an entity becomes a foreign bank, or an entity associated with a foreign bank, to which this Part applies and immediately before it became such a foreign bank or such an entity it maintained a branch or engaged in or carried on business in Canada that is not permitted by or under this Part, it may continue to maintain that branch or engage in or carry on that business for a period of six months after the day on which it became such a foreign bank or such an entity, or for any other shorter period that may be specified or approved by the Minister.
Marginal note:Transitional
(2) If a foreign bank or an entity associated with a foreign bank was permitted by section 516 or 517, as that section read immediately before the day on which this subsection came into force, to maintain a branch or engage in or carry on business in Canada that is not permitted by or under this Part, it may continue to maintain that branch or engage in or carry on that business for the period during which it could have done so under that section.
Marginal note:Change of status
517. (1) If an entity becomes a foreign bank, or an entity associated with a foreign bank, to which this Part applies and immediately before it became such a foreign bank or such an entity it held control of, or a substantial investment in, a Canadian entity and that control or substantial investment is not permitted by or under this Part, it may continue to hold control of, or a substantial investment in, the Canadian entity for a period of six months after the day on which it became such a foreign bank or such an entity, or for any other shorter period that may be specified or approved by the Minister.
Marginal note:Transitional
(2) If a foreign bank or an entity associated with a foreign bank was permitted by section 516 or 517, as that section read immediately before the day on which this subsection came into force, to hold control of, or a substantial investment in, a Canadian entity and that holding is not permitted by or under this Part, it may continue to hold control of, or the substantial investment in, the Canadian entity for the period during which it could have done so under that section.
Marginal note:2001, c. 9, s. 132
54. Section 517.1 of the English version of the Act is replaced by the following:
Marginal note:Restriction
517.1 If an order has been made under subsection 973.1(1) in respect of a foreign bank or an entity associated with a foreign bank and section 516 or 517 applies to the foreign bank or entity, as the case may be, the period under section 516 or 517 may not extend beyond the expiry of the period referred to in the order made under subsection 973.1(1).
Marginal note:2001, c. 9, s. 132
55. Subsection 518(4) of the Act is replaced by the following:
Marginal note:Exception
(4) Despite subsection (1), a foreign bank, or an entity associated with a foreign bank, that has received the approval of the Minister under paragraph 522.22(1)(f) may guarantee any securities or accept any bills of exchange or depository bills in relation to its business permitted under paragraph 522.18(1)(a) or (b).
Marginal note:2001, c. 9, s. 132
56. Sections 519 and 520 of the Act are replaced by the following:
Marginal note:Prohibited activities — non-bank affiliates
519. (1) Despite subsections 510(4) and (5), a non-bank affiliate of a foreign bank shall not, in Canada,
(a) engage in the business of accepting deposit liabilities;
(b) engage in the business of acting as an agent for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for
(i) an authorized foreign bank,
(ii) a foreign cooperative credit society that has received the approval of the Minister under paragraph 522.22(1)(f) to engage in or carry on the business of a cooperative credit society, or
(iii) an entity referred to in any of paragraphs 468(1)(a), (c), (d) and (h) or a trust or loan corporation referred to in paragraph 468(1)(g); or
(c) represent to the public that any instrument issued by it is a deposit or that any liability incurred by it is a deposit.
Marginal note:Exception
(2) Subsection (1) does not apply to a non-bank affiliate that is
(a) a trust or loan corporation incorporated by or under an Act of Parliament or of the legislature of a province;
(b) a Canadian entity referred to in paragraph 468(1)(d) or (h); or
(c) a prescribed entity.
Marginal note:Borrowing from the public — non-bank affiliates
519.1 (1) A non-bank affiliate of a foreign bank that carries on as part of its business the provision of financial services may borrow money in Canada from the public only if it discloses that
(a) it is not a member institution of the Canada Deposit Insurance Corporation;
(b) the liability incurred by it through the borrowing is not a deposit; and
(c) it is not regulated as a financial institution in Canada.
Marginal note:Manner of disclosure
(2) The disclosure must be
(a) in a prospectus, information circular or other offering document or a similar document related to the borrowing or, if there is no such document, in a statement delivered to the lender; or
(b) in any other manner that may be prescribed.
Marginal note:Exception for certain borrowing
(3) Subsection (1) does not apply
(a) to a borrowing of a prescribed class or type or to a borrowing in prescribed circumstances or in a prescribed manner; or
(b) except as may be provided in any regulations, to a borrowing
(i) from a person in an amount of $150,000 or more, or
(ii) through the issue of instruments in denominations of $150,000 or more.
Marginal note:Exception
(4) Subsection (1) does not apply to a non-bank affiliate that is
(a) a Canadian entity referred to in any of paragraphs 468(1)(b), (c) or (e) to (g);
(b) an entity controlled by a bank holding company or an insurance holding company or in which a bank holding company or an insurance holding company has a substantial investment;
(c) a financial institution referred to in paragraph (g) of the definition “financial institution” in section 2; or
(d) a prescribed entity.
Marginal note:Prohibition re deposits
520. (1) A foreign bank — or an entity that is associated with a foreign bank and that is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province — shall not, as part of its business in Canada,
(a) engage in the business of accepting deposit liabilities;
(b) engage in the business of acting as an agent for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or
(c) represent to the public that any instrument issued by it is a deposit or that any liability incurred by it is a deposit.
Marginal note:Exception
(2) Subsection (1) does not apply to
(a) a foreign bank that is an authorized foreign bank; or
(b) a foreign cooperative credit society that has received the approval of the Minister under paragraph 522.22(1)(f) to engage in or carry on the business of a cooperative credit society.
Marginal note:Exception
(3) Paragraph (1)(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent for the acceptance of deposit liabilities for
(a) an authorized foreign bank;
(b) a foreign cooperative credit society that has received the approval of the Minister under paragraph 522.22(1)(f) to engage in or carry on the business of a cooperative credit society; or
(c) an entity referred to in paragraph 468(1)(a), (c), (d) or (h) or a trust or loan corporation referred to in paragraph 468(1)(g).
Marginal note:Borrowing from the public
520.1 (1) A foreign bank — or an entity that is associated with a foreign bank and that is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province — may, as part of its business in Canada, borrow money in Canada from the public only if
(a) it maintains a branch in Canada as permitted by section 522.05 or 522.19 or it engages in or carries on business in Canada as permitted by that section; and
(b) it discloses that
(i) it is not a member institution of the Canada Deposit Insurance Corporation,
(ii) the liability incurred through the borrowing is not a deposit, and
(iii) it is not regulated as a financial institution in Canada.
Marginal note:Manner of disclosure
(2) The disclosure must be
(a) in a prospectus, information circular or other offering document or a similar document related to the borrowing or, if there is no such document, in a statement delivered to the lender; or
(b) in any other manner that may be prescribed.
Marginal note:Exception for certain borrowing
(3) The disclosure is not required in respect of
(a) a borrowing of a prescribed class or type or a borrowing in prescribed circumstances or in a prescribed manner; or
(b) except as may be provided in any regulations, a borrowing
(i) from a person in an amount of $150,000 or more, or
(ii) through the issue of instruments in denominations of $150,000 or more.
Marginal note:Exception
(4) Subsection (1) does not apply to
(a) an authorized foreign bank;
(b) a foreign cooperative credit society that has received the approval of the Minister under paragraph 522.22(1)(f) to engage in or carry on the business of a cooperative credit society;
(c) a foreign insurance company;
(d) a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f); or
(e) a prescribed entity.
Marginal note:2001, c. 9, s. 132
57. Section 522.02 of the Act is replaced by the following:
Marginal note:Name of representative office
522.011 If the name under which a representative office of a foreign bank is or will be identifying itself in Canada is one referred to in any of paragraphs 530(1)(a) to (e), the Superintendent may, as the case may be,
(a) refuse to grant the approval referred to in paragraph 522(a);
(b) impose restrictions on the use of the name in Canada; or
(c) direct the foreign bank to change the name.
Marginal note:Cancellation of registration
522.02 The Superintendent may cancel the registration of a representative office of a foreign bank if
(a) the foreign bank requests the Superintendent to cancel the registration;
(b) the Superintendent is of the opinion that the representative office is not being operated, or the personnel of that office are not conducting themselves, in accordance with the rules prescribed for the purposes of paragraph 522(a); or
(c) the Superintendent is of the opinion that the foreign bank has failed to comply with a restriction imposed under paragraph 522.011(b) or a direction made under paragraph 522.011(c).
Marginal note:2001, c. 9, s. 132
58. Section 522.07 of the Act is replaced by the following:
Marginal note:Investment in a financial institution
522.07 Subject to the requirements relating to approval set out in Division 5, a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or a substantial investment in, a Canadian entity referred to in any of paragraphs 468(1)(a) to (i).
Marginal note:2001, c. 9, s. 132
59. (1) Subsection 522.08(1) of the Act is replaced by the following:
Marginal note:Permitted investments
522.08 (1) Subject to subsection (2) and the requirements relating to approval set out in Division 5, a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or a substantial investment in, a Canadian entity, other than an entity referred to in any of paragraphs 468(1)(a) to (i), whose business is limited to one or more of the following:
(a) engaging in
(i) any financial service activity that a bank is permitted to engage in under any of paragraphs 409(2)(a) to (d), or
(ii) any other activity that a bank is permitted to engage in under section 410 or 411;
(b) acquiring or holding shares of, or ownership interests in, entities that a foreign bank or an entity associated with a foreign bank is permitted to acquire or hold under this Division or Division 8 — other than limited commercial entities, except in prescribed circumstances;
(b.1) acquiring or holding shares of, or ownership interests in, entities incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province;
(c) engaging in the provision of any services exclusively to any or all of the following, so long as the Canadian entity is also providing those services to the foreign bank or to any member of the foreign bank’s group, namely,
(i) the foreign bank,
(ii) any member of the foreign bank’s group,
(iii) any entity that is primarily engaged in the business of providing financial services,
(iv) any entity in which an entity referred to in subparagraph (iii) has a substantial investment and that is
(A) an entity in which a bank is permitted to acquire a substantial investment under section 468,
(B) an entity in which a foreign bank or an entity associated with a foreign bank is permitted to acquire a substantial investment under this section and section 522.07, or
(C) a prescribed entity, or
(v) any prescribed person, if it is doing so under prescribed terms and conditions, if any are prescribed;
(d) engaging in any activity that a bank is permitted to engage in — or in any other prescribed activity —, other than an activity referred to in paragraph (a) or (e), that relates to
(i) the promotion, sale, delivery or distribution of a financial product or financial service that is provided by the foreign bank or by any member of the foreign bank’s group, or
(ii) if a significant portion of the business of the Canadian entity involves an activity referred to in subparagraph (i), the promotion, sale, delivery or distribution of a financial product or financial service that is provided by any other entity that is primarily engaged in the business of providing financial services;
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 464(1); and
(f) engaging in prescribed activities, under prescribed terms and conditions, if any are prescribed.
Marginal note:2001, c. 9, s. 132
(2) Paragraph 522.08(2)(d) of the Act is replaced by the following:
(d) acquiring or holding control of, or a substantial investment in, another Canadian entity unless
(i) in the case of a Canadian entity that is controlled by the foreign bank or the entity associated with a foreign bank, the foreign bank or the entity associated with a foreign bank itself would be permitted to acquire or hold control of, or a substantial investment in, the other Canadian entity under this section or section 522.07 or 522.1 or Division 8, or
(ii) in the case of a Canadian entity that is not controlled by the foreign bank or the entity associated with a foreign bank, the foreign bank or the entity associated with a foreign bank itself would be permitted to acquire or hold control of, or a substantial investment in, the other Canadian entity under this section, section 522.07, any of paragraphs 522.1(a) or (c) to (e) or Division 8; or
(3) Section 522.08 of the Act is amended by adding the following after subsection (2):
Marginal note:Exception
(2.1) Despite paragraph (2)(a), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 132
60. Section 522.09 of the Act is replaced by the following:
Marginal note:Investment in a limited commercial entity — foreign bank
522.09 (1) Subject to the requirements relating to approval set out in Division 5, a foreign bank that has a financial establishment in Canada may acquire or hold control of, or a substantial investment in, a Canadian entity if
(a) the Canadian entity is not an entity referred to in any of paragraphs 468(1)(a) to (i);
(b) the Canadian entity does not engage in more than the prescribed portion of — or if no portion is prescribed, 10 per cent of — the activities referred to in paragraphs 522.08(1)(a) to (f) or in any of paragraphs (a) to (h) of the definition “financial services entity” in subsection 507(1), determined in the prescribed manner;
(c) the Canadian entity does not engage in any leasing activities; and
(d) in the opinion of the Minister, the Canadian entity engages in or carries on business that is the same as, or similar, related or incidental to, the business outside Canada of the foreign bank or any entity associated with the foreign bank.
Marginal note:Investment in a limited commercial entity — entity associated with a foreign bank
(2) Subject to the requirements relating to approval set out in Division 5, an entity that is associated with a foreign bank and that has a financial establishment in Canada may acquire or hold control of, or a substantial investment in, a Canadian entity if
(a) the Canadian entity is not an entity referred to in any of paragraphs 468(1)(a) to (i);
(b) the Canadian entity does not engage in more than the prescribed portion of — or if no portion is prescribed, 10 per cent of — the activities referred to in paragraphs 522.08(1)(a) to (f) or in any of paragraphs (a) to (h) of the definition “financial services entity” in subsection 507(1), determined in the prescribed manner;
(c) the Canadian entity does not engage in leasing activities; and
(d) in the opinion of the Minister, the Canadian entity engages in or carries on business that is the same as, or similar, related or incidental to, the business outside Canada of the entity associated with the foreign bank, the foreign bank or any other entity associated with the foreign bank.
Marginal note:Investment in holding body corporate — limited commercial entities
(3) A foreign bank or an entity associated with a foreign bank may acquire or hold control of, or a substantial investment in, a Canadian entity whose business is limited to acquiring or holding shares of, or ownership interests in, limited commercial entities.
61. Section 522.1 of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) if it does so in accordance with regulations made under paragraph 522.23(a) concerning specialized financing.
Marginal note:2001, c. 9, s. 132
62. Subsection 522.11(2) of the Act is replaced by the following:
Marginal note:Indirect investments through federal institutions
(2) If a foreign bank or an entity associated with a foreign bank acquires or holds control of, or a substantial investment in, a Canadian entity under subsection (1), none of the requirements relating to approval set out in Division 5 apply in respect of that acquisition or holding.
Marginal note:2001, c. 9, s. 132
63. (1) Subsection 522.14(1) of the Act is replaced by the following:
Marginal note:Temporary investments
522.14 (1) Subject to sections 522.21 and 522.211, a foreign bank or an entity associated with a foreign bank may, by way of temporary investment, acquire or hold control of, or a substantial investment in, a Canadian entity if the foreign bank or the entity associated with a foreign bank has a financial establishment in Canada or would, by virtue of the temporary investment, have a financial establishment in Canada.
Marginal note:2001, c. 9, s. 132
(2) Subsection 522.14(4) of the Act is replaced by the following:
Marginal note:Exception
(4) If a foreign bank, or an entity associated with a foreign bank, acquires or holds, by way of a temporary investment, control of, or a substantial investment in, a Canadian entity for which the approval of the Minister would have been required under any of paragraphs 522.22(1)(a) to (e) if the foreign bank or the entity associated with a foreign bank had acquired the control or the substantial investment under section 522.07 or 522.08, the foreign bank or the entity associated with a foreign bank shall, within 90 days after acquiring control, or after acquiring the substantial investment,
(a) apply to the Minister for approval to retain control of the Canadian entity or to continue to hold the substantial investment in the Canadian entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the Canadian entity or holds a substantial investment in the Canadian entity.
Marginal note:2001, c. 9, s. 132
64. Section 522.18 of the Act is replaced by the following:
Marginal note:Business of a cooperative credit society and dealing in securities
522.18 (1) Subject to the requirements relating to approval set out in Division 5, a foreign bank — or an entity associated with a foreign bank —
(a) that is a foreign cooperative credit society may, in Canada, engage in or carry on the business of a cooperative credit society, so long as that business is engaged in or carried on in accordance with provincial laws relating to cooperative credit societies; or
(b) that is a foreign securities dealer may, in Canada, engage in or carry on the business of dealing in securities, or the business of providing investment counselling services and portfolio management services, so long as that business is engaged in or carried on in accordance with provincial laws relating to securities dealing or investment counselling and portfolio management.
Marginal note:Business of investment counselling services and portfolio management services
(2) Subject to the requirements relating to approval set out in Division 5, an entity associated with a foreign bank incorporated or formed, and regulated, otherwise than by or under an Act of Parliament or of the legislature of a province, that engages in or carries on, outside Canada, the business of providing investment counselling services and portfolio management services may engage in or carry on that business in Canada so long as that business in Canada is engaged in or carried on in accordance with provincial laws relating to investment counselling and portfolio management.
Marginal note:2001, c. 9, s. 132
65. The portion of subsection 522.19(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Limited commercial branches
522.19 (1) Subject to the requirements relating to approval set out in Division 5, and subject to subsection (2), a foreign bank, or an entity that is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province and that is associated with a foreign bank, that has a financial establishment in Canada may maintain a branch in Canada or engage in or carry on business in Canada, so long as
Marginal note:2001, c. 9, s. 132
66. The headings before section 522.2 of the Act are replaced by the following:
Division 5Approvals
Application
Marginal note:2001, c. 9, s. 132
67. Section 522.21 of the Act is replaced by the following:
Approval to Have a Financial Establishment in Canada
Marginal note:No financial establishment without approval — foreign bank
522.21 (1) A foreign bank may not, without the prior written approval of the Minister, have a financial establishment in Canada.
Marginal note:Exception
(2) Subsection (1) does not apply if the foreign bank or any entity associated with the foreign bank
(a) is an authorized foreign bank;
(b) is a foreign insurance company;
(c) controls or is a major owner of a Canadian entity referred to in any of paragraphs 468(1)(a) to (f); or
(d) has already received the approval of the Minister to have a financial establishment in Canada.
Marginal note:Deeming
(3) A foreign bank that was the subject of a designation order under subsection 508(1) as that subsection read immediately before the coming into force of this subsection and whose designation order has not been revoked is deemed to have received the approval of the Minister to have a financial establishment in Canada.
Marginal note:No financial establishment without approval — associated entity
522.211 (1) An entity that is associated with a foreign bank may not, without the prior written approval of the Minister, have a financial establishment in Canada.
Marginal note:Exception
(2) Subsection (1) does not apply if the entity associated with a foreign bank, the foreign bank or any other entity associated with the foreign bank
(a) is an authorized foreign bank;
(b) is a foreign insurance company;
(c) controls or is a major owner of a Canadian entity referred to in any of paragraphs 468(1)(a) to (f); or
(d) has already received the approval of the Minister to have a financial establishment in Canada.
Marginal note:Deeming
(3) An entity associated with a foreign bank that was the subject of a designation order under subsection 508(1) as that subsection read immediately before the coming into force of this subsection and whose designation order has not been revoked is deemed to have received the approval of the Minister to have a financial establishment in Canada.
Approvals in Respect of Investments and Activities
Marginal note:2001, c. 9, s. 132
68. (1) Subsection 522.22(1) of the Act is replaced by the following:
Marginal note:Minister’s approval
522.22 (1) Subject to subsection (2) and the regulations, a foreign bank or an entity associated with a foreign bank may not, without the prior written approval of the Minister,
(a) acquire control of a Canadian entity referred to in any of paragraphs 468(1)(g) to (i) from a person who is not a member of the foreign bank’s group;
(b) acquire control of a Canadian entity whose business includes one or more of the activities referred to in paragraph 522.08(1)(a) and that engages, as part of its business, in any financial intermediary activity that exposes the Canadian entity to material market or credit risk — including a finance entity — if the control is acquired from an entity referred to in any of paragraphs 468(1)(a) to (f) that is not a member of the foreign bank’s group, but does not include a Canadian entity whose activities are limited to the activities of one or more of the following entities:
(i) a factoring entity as defined in the regulations, or
(ii) a financial leasing entity;
(c) acquire or hold control of, or a substantial investment in, a Canadian entity whose business includes one or more of the activities referred to in paragraph 522.08(1)(d);
(d) acquire or hold control of, or a substantial investment in, a Canadian entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire or hold control of, or a substantial investment in, a Canadian entity that engages in an activity described in paragraph 410(1)(c.1);
(e) acquire or hold control of, or a substantial investment in, a Canadian entity that engages in an activity prescribed for the purposes of paragraph 522.08(1)(f);
(f) engage in or carry on a business permitted by paragraph 522.18(1)(a) or (b) or subsection 522.18(2);
(g) acquire or hold control of, or a substantial investment in, a limited commercial entity;
(h) maintain a branch or engage in or carry on a business permitted by section 522.19; or
(i) engage in an activity referred to in paragraph 510(1)(c) in the circumstances described in paragraph 513(1)(a) or (2)(c).
(2) Section 522.22 of the Act is amended by adding the following after subsection (4):
Marginal note:Application
(5) Subsection (1) applies regardless of whether or not the approval of the Minister is required under section 522.21 or 522.211.
Marginal note:2001, c. 9, s. 132
69. Section 522.23 of the Act is replaced by the following:
Marginal note:Regulations
522.23 The Governor in Council may make regulations for the purposes of this Part and, in particular, may make regulations
(a) concerning specialized financing;
(b) for the purposes of subsection 522.22(1) or (2), permitting the acquisition or holding of control or the acquisition or holding of substantial investments, or prescribing the circumstances under which either of those subsections does not apply or the foreign banks, entities associated with foreign banks or other entities in respect of which either of those subsections does not apply, including prescribing foreign banks, entities associated with foreign banks or other entities on the basis of the activities they engage in;
(c) restricting the ownership by foreign banks, or entities associated with foreign banks, of shares in a body corporate or of ownership interests in an unincorporated entity under Division 3 or 4 and imposing terms and conditions applicable to foreign banks, or entities associated with foreign banks, that own such shares or interests;
(d) in respect of sections 409 to 411, for the purposes of paragraph 522.08(1)(a), subsection 522.22(1) and section 522.24;
(e) respecting the calculation referred to in subsection 508(2), including regulations respecting the classes of entities associated with a foreign bank, and the classes of foreign banks described in any of subparagraphs 508(1)(a)(i) to (iii) that are associated with a foreign bank, that are to be taken into account in that calculation;
(f) defining any terms in subsection 508(2);
(g) respecting exemptions under subsection 508(3); and
(h) defining “factoring entity” for the purpose of paragraph 522.22(1)(b).
Marginal note:2001, c. 9, s. 132
70. Paragraph 522.25(3)(b) of the Act is replaced by the following:
(b) under subsection 518(4) or 521(1.02), as it read immediately before October 24, 2001.
Marginal note:2001, c. 9, s. 132
71. Sections 522.26 and 522.27 of the Act are replaced by the following:
Marginal note:Publication
522.26 The Superintendent must publish in the Canada Gazette a notice of every approval granted for the purpose of section 522.21 or 522.211 and of every revocation of any such approval.
Marginal note:Obligation to provide information
522.27 A foreign bank or entity associated with a foreign bank shall, at the times and in the form specified by the Superintendent, provide the Superintendent with the information that he or she may require.
Marginal note:2001, c. 9, s. 132
72. Division 7 of Part XII of the Act is repealed.
Marginal note:2001, c. 9, s. 132
73. The definition “affected foreign bank” in subsection 522.29(1) of the Act is amended by adding the word “or” at the end of paragraph (a), by striking out the word “or” at the end of paragraph (b) and by repealing paragraph (c).
74. The Act is amended by adding the following after section 522.33:
PART XII.01 NON-APPLICATION OF THE INVESTMENT CANADA ACT
Marginal note:Investment Canada Act
522.34 (1) The Investment Canada Act does not apply in respect of any of the following, whether it occurs directly or indirectly:
(a) the acquisition of control of a Canadian business, within the meaning of that Act, that is an entity referred to in any of paragraphs 468(1)(a) to (f) by a foreign bank or by an entity associated with a foreign bank;
(b) the establishment of a new Canadian business, within the meaning of that Act, that is the insurance business in Canada of a foreign insurance company that is a foreign bank to which Part XII does not apply or that is an entity associated with a foreign bank to which that Part does not apply;
(c) the acquisition of control of a Canadian business, within the meaning of that Act, by an entity referred to in any of paragraphs 468(1)(a) to (f) that is controlled by a foreign bank or by an entity associated with a foreign bank;
(d) the establishment of a new Canadian business, within the meaning of that Act, by a foreign bank to which Part XII applies, or by an entity associated with a foreign bank to which that Part applies, that has a financial establishment in Canada, or would have one by virtue of the establishment of the new Canadian business; and
(e) the acquisition of control of a Canadian business, within the meaning of that Act, by a foreign bank to which Part XII applies, or by an entity associated with a foreign bank to which that Part applies, that has a financial establishment in Canada, or would have one by virtue of the acquisition.
Marginal note:Definitions
(2) The following definitions apply in subsection (1).
“entity associated with a foreign bank”
« entité liée à une banque étrangère »
“entity associated with a foreign bank” means an entity that is or is deemed to be associated with a foreign bank within the meaning of section 507.
“foreign insurance company”
« société d’assurances étrangère »
“foreign insurance company” means a foreign company as defined in subsection 2(1) of the Insurance Companies Act.
Marginal note:Financial establishment in Canada
(3) For the purpose of subsection (1), a foreign bank has a financial establishment in Canada if the foreign bank has or is deemed to have a financial establishment in Canada for the purpose of Part XII.
Marginal note:Financial establishment in Canada
(4) For the purpose of subsection (1), an entity associated with a foreign bank has a financial establishment in Canada if the entity has or is deemed to have a financial establishment in Canada for the purpose of Part XII.
Marginal note:2005, c. 54, s. 80
75. (1) Paragraph 528(1)(a) of the Act is repealed.
(2) Section 528 of the Act is amended by adding the following after subsection (1):
Marginal note:Change of name
(1.1) On application by an authorized foreign bank, the Superintendent may, by order, change the name under which it is permitted to carry on business in Canada or the province in which its principal office is situated as that name or province is set out in the order made under subsection 524(1) or in any other order made under this section.
Marginal note:Transitional
(3) Orders made under paragraph 528(1)(a) of the Act, as that paragraph read immediately before the coming into force of this section, that are in force immediately before that coming into force are deemed to be orders made under subsection 528(1.1) of the Act.
Marginal note:1999, c. 28, s. 35(1); 2001, c. 9, s. 136(1)
76. Paragraphs 529(1)(f) and (g) of the Act are replaced by the following:
(f) in the case of an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2), carry on business in Canada without having to deposit assets having a value of at least five million dollars, as required by subparagraphs 534(3)(a)(ii) and 582(1)(b)(i), if the authorized foreign bank continues to hold a substantial investment in
(i) a bank that is a subsidiary of a foreign bank and the Minister has approved an application for letters patent dissolving the bank made by the subsidiary under section 344, or
(ii) a company to which the Trust and Loan Companies Act applies and the Minister has approved an application for letters patent dissolving the company made under section 349 of that Act; or
(g) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:1999, c. 28, s. 35(1)
77. (1) The portion of subsection 530(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Prohibited names
530. (1) An order made under subsection 524(1) or 528(1.1) may not provide for the use of a name that is
Marginal note:1999, c. 28, s. 35(1)
(2) Subsection 530(2) of the Act is replaced by the following:
Marginal note:Name otherwise prohibited
(2) An order made under subsection 524(1) or 528(1.1) may provide for the use of a name that includes a word referred to in section 47 of the Trust and Loan Companies Act.
Marginal note:1999, c. 28, s. 35(1)
78. Section 531 of the Act is replaced by the following:
Marginal note:Publication of name
531. An authorized foreign bank shall set out its name and, where applicable, any other permitted name, as set out in the order made under subsection 524(1) or 528(1.1), in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights and obligations with respect to other parties that are issued or made by or on behalf of the authorized foreign bank.
Marginal note:1999, c. 28, s. 35(1)
79. Subsection 532(1) of the English version of the Act is replaced by the following:
Marginal note:Directing change of name
532. (1) If through inadvertence or otherwise an order made under subsection 524(1) or 528(1.1) provides for the use of a name that is prohibited by section 530, the Superintendent may, by order, direct the authorized foreign bank to change the name without delay and the authorized foreign bank shall comply with that direction.
Marginal note:1999, c. 28, s. 35(1)
80. Subsection 533(1) of the Act is replaced by the following:
Marginal note:Other name
533. (1) Subject to section 531 and subsection (2), an authorized foreign bank may carry on business in Canada under a name other than the name set out in the order made under subsection 524(1) or 528(1.1).
Marginal note:2005, c. 54, s. 81
81. Subsections 535(1) and (2) of the Act are replaced by the following:
Marginal note:Principal office
535. (1) An authorized foreign bank shall at all times have a principal office in the province specified in the order made under subsection 524(1) or 528(1.1) with respect to it.
Marginal note:Change of principal office
(2) An authorized foreign bank may change the address of its principal office within the province specified in the order made under subsection 524(1) or 528(1.1) with respect to it.
Marginal note:2001, c. 9, s. 139(2)
82. Paragraph 539(1)(b.3) of the Act is replaced by the following:
(b.3) engage, under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services;
Marginal note:1999, c. 28, s. 35(1)
83. Subparagraph 540(4)(a)(ii) of the Act is replaced by the following:
(ii) a foreign bank described in any of subparagraphs 508(1)(a)(i) to (iii),
Marginal note:1999, c. 28, s. 35(1)
84. Paragraph 543(1)(b) of the Act is replaced by the following:
(b) refer any person to any such financial institution or entity.
Marginal note:1999, c. 28, s. 35(1)
85. Subsections 545(4) and (5) of the Act are replaced by the following:
Marginal note:Notice before opening account or providing prescribed product
(4) Before an authorized foreign bank opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the authorized foreign bank shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product
(a) a notice in writing that the deposits to the deposit account, or that the deposit that relates to the prescribed product, as the case may be, will not be insured by the Canada Deposit Insurance Corporation or, if the request is made by telephone, a verbal notice to that effect; and
(b) any other information that may be prescribed.
Marginal note:Other notice
(5) An authorized foreign bank shall, in accordance with any regulations that may be made,
(a) post notices at all of its branches, and at prescribed points of service, in Canada where deposits are accepted, and on all of its websites at which deposits are accepted in Canada, to inform the public that deposits with the authorized foreign bank are not insured by the Canada Deposit Insurance Corporation; and
(b) include in its advertisements notices to inform the public that deposits with the authorized foreign bank are not insured by the Canada Deposit Insurance Corporation.
Marginal note:1999, c. 28, s. 35(1)
86. Subsection 551(1) of the Act is replaced by the following:
Marginal note:Restriction on residential mortgages
551. (1) An authorized foreign bank shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:1999, c. 28, s. 35(1)
87. Subsection 557(2) of the Act is replaced by the following:
Marginal note:Provision of information
(2) An authorized foreign bank shall, on making a payment under subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with the following information current as of the day the payment is made, in so far as it is known to the authorized foreign bank:
(a) in the case of a deposit,
(i) the name of the depositor in whose name the deposit is held,
(ii) the recorded address of the depositor,
(iii) the outstanding amount of the deposit, and
(iv) the branch of the authorized foreign bank at which the last transaction took place in respect of the deposit, and the date of that last transaction; and
(b) in the case of an instrument,
(i) the name of the person to whom or at whose request the instrument was issued, certified or accepted,
(ii) the recorded address of that person,
(iii) the name of the payee of the instrument,
(iv) the amount and date of the instrument,
(v) the name of the place where the instrument was payable, and
(vi) the branch of the authorized foreign bank at which the instrument was issued, certified or accepted.
Marginal note:Copies of signature cards and signing authorities
(2.1) An authorized foreign bank shall, on written request by the Bank of Canada, provide the Bank of Canada with copies of signature cards and signing authorities relating to any deposit or instrument in respect of which it has made a payment under subsection (1). If it does not have any with respect to a deposit or instrument to which the request relates, it shall so inform the Bank of Canada.
Marginal note:1999, c. 28, s. 35(1)
88. (1) Subsection 558(1) of the Act is replaced by the following:
Marginal note:Notice of unpaid amount
558. (1) Subject to subsections (1.1) to (3), an authorized foreign bank shall send to each person to whom a deposit referred to in paragraph 557(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 557(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.
Marginal note:Where notice to be sent
(1.1) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.
Marginal note:1999, c. 28, s. 35(1)
(2) The portion of subsection 558(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:When notice to be sent
(2) The notice must be sent during the month of January next following the end of the first two-year period, during the month of January next following the end of the first five-year period and also during the month of January next following the end of the first nine-year period
(3) Section 558 of the Act is amended by adding the following after subsection (2):
Marginal note:Notification of transfer to the Bank of Canada
(3) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (2)(a) to (c), as the case may be, must also
(a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and
(b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.
89. The Act is amended by adding the following after section 566:
Registered Products
Marginal note:Disclosure required concerning registered products
566.1 (1) Subject to subsection (2), an authorized foreign bank shall not open an account that is or forms part of a registered product in the name of a customer, or enter into an agreement with a customer for a prescribed product or service that is or forms part of a registered product, unless the authorized foreign bank provides, in the prescribed manner, to the individual requesting the account or the prescribed product or service
(a) information about all charges applicable to the registered product;
(b) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the registered product;
(c) information about the authorized foreign bank’s procedures relating to complaints about the application of any charge applicable to the registered product; and
(d) any other information that may be prescribed.
Marginal note:Regulations
(2) The Governor in Council may make regulations specifying the circumstances under which an authorized foreign bank need not provide the information.
Definition of “registered product”
(3) In this section, “registered product” means a product that is defined to be a registered product by the regulations.
90. Section 573 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) An authorized foreign bank shall make its procedures established under paragraph (1)(a) available
(a) in the form of a brochure, at its branches where products or services are offered in Canada;
(b) on its websites through which products or services are offered in Canada; and
(c) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) An authorized foreign bank shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
91. The Act is amended by adding the following before section 575:
Marginal note:Charges for prescribed products or services
574.1 An authorized foreign bank shall not, directly or indirectly, charge or receive any sum for the provision of any prescribed products or services unless the charge is made by express agreement between it and a customer or by order of a court.
Marginal note:2001, c. 9, s. 158(2)
92. Subsection 576.1(4.1) of the Act is replaced by the following:
Marginal note:Disclosure
(4.1) An authorized foreign bank shall disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.
Marginal note:2001, c. 9, s. 159
93. Subparagraph 576.2(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
Marginal note:1999, c. 28, s. 35(1)
94. (1) Subparagraph 585(3)(b)(iii) of the Act is replaced by the following:
(iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.15.
Marginal note:1999, c. 28, s. 35(1)
(2) Subsection 585(4) of the English version of the Act is replaced by the following:
Marginal note:Notice of designation
(4) Within 15 days after the appointment of a firm of accountants as auditor, the authorized foreign bank and the firm shall jointly designate a member of the firm who meets the qualifications described in paragraph (2)(a) to conduct an audit under subsection 592(1) on behalf of the firm and the authorized foreign bank shall without delay notify the Superintendent in writing of the designation.
Marginal note:1999, c. 28, s. 35(1)
95. Section 598 of the Act is replaced by the following:
Marginal note:Application of sections 244 to 247
598. Sections 244 to 247 apply, with any modifications that the circumstances require, to an authorized foreign bank as if
(a) the reference in subsection 245(1) to “records referred to in section 238” were a reference to “records referred to in subsection 597(1)”; and
(b) the reference in paragraph 246(1)(a) to “records of the bank referred to in subsection 238(1)” were a reference to “records of the authorized foreign bank referred to in subsection 597(1)”.
Marginal note:1999, c. 28, s. 35(1)
96. Subsection 599(5) of the Act is replaced by the following:
Marginal note:Order deemed to be revoked
(5) An order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of an authorized foreign bank is deemed to be revoked when the Superintendent authorizes the release of the assets of the authorized foreign bank under subsection (3).
Marginal note:1999, c. 28, s. 35(1)
97. Subsection 601(2) of the Act is repealed.
Marginal note:1999, c. 28, s. 35(1)
98. Sections 602 to 604 of the Act are repealed.
Marginal note:2001, c. 9, s. 164
99. Subsection 606(1) of the Act is replaced by the following:
Marginal note:Confidential information
606. (1) Subject to section 609, all information regarding the business or affairs of an authorized foreign bank, or regarding a person dealing with an authorized foreign bank, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:1999, c. 28, s. 35(1)
100. Section 608 of the Act is repealed.
Marginal note:2001, c. 9, s. 170(2)
101. Paragraph 619(2)(g) of the Act is replaced by the following:
(g) in the opinion of the Superintendent, any other state of affairs exists in respect of the authorized foreign bank that may be materially prejudicial to the interests of the authorized foreign bank’s depositors or creditors in respect of its business in Canada or to those of the owners of any assets under the authorized foreign bank’s administration in respect of its business in Canada, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the authorized foreign bank or its holding body corporate.
Marginal note:1999, c. 28, ss. 36 and 37
102. Sections 629 to 631 of the Act are repealed.
Marginal note:2001, c. 9, s. 174
103. Subsection 636(1) of the Act is replaced by the following:
Marginal note:Confidential information
636. (1) Subject to section 639, all information regarding the business or affairs of a bank or a foreign bank, or regarding a person dealing with a bank or a foreign bank, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:1999, c. 28, s. 43
104. Section 638 of the Act is repealed.
Marginal note:2001, c. 9, s. 183; 2006, c. 4, s. 199.1
105. Section 670 of the Act is replaced by the following:
Marginal note:Sunset provision
670. (1) Subject to subsections (2) and (3), bank holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which bank holding companies may continue to carry on business. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.
Marginal note:2001, c. 9, s. 183
106. Paragraph 678(2)(a) of the Act is replaced by the following:
(a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the requesting of additional information in respect of such applications;
Marginal note:2001, c. 9, s. 183
107. Paragraph 688(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 183
108. Subsection 689(1) of the Act is replaced by the following:
Marginal note:Transferring to other Acts
689. (1) A bank holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister.
Marginal note:2001, c. 9, s. 183
109. The portion of section 694 of the Act before paragraph (a) is replaced by the following:
Marginal note:Affiliated bank holding company
694. Despite section 693 and subject to section 695, a bank holding company that is affiliated with another entity may, with the consent of that entity,
Marginal note:2005, c. 54, s. 86(2)
110. Subsection 706(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
111. The Act is amended by adding the following after section 716:
Marginal note:Exception — conditions before acquisition
716.1 (1) A bank holding company may permit any of its subsidiaries to acquire shares of the bank holding company through the issuance of those shares by the bank holding company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a bank holding company permits any of its subsidiaries to acquire shares of the bank holding company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 665 and subsection 710(2), the bank holding company must comply with the prescribed requirements.
112. Section 718 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 308(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 183
113. Subsection 722(2) of the Act is replaced by the following:
Marginal note:Notice to Superintendent
(2) The directors of a bank holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 183
114. Subsection 749(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a bank holding company that is a subsidiary of a foreign bank and a majority of the directors of any other bank holding company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 183
115. Section 805 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
805. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 806(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:2001, c. 9, s. 183
116. Paragraph 812(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 183; 2005, c. 54, s. 122
117. Section 822 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
822. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Bank holding company to comply
(2) A bank holding company shall without delay comply with any direction issued under subsection (1).
Marginal note:2001, c. 9, s. 183
118. (1) The portion of subsection 875(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
875. (1) Sous réserve de l’article 876, il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société de portefeuille bancaire ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 183
(2) Subsection 875(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a bank holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
119. Section 883 of the Act is replaced by the following:
Marginal note:Restriction on control
883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than eight billion dollars.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
120. Subsection 908(1) of the French version of the Act is replaced by the following:
Marginal note:Accusé de réception
908. (1) Lorsque, à son avis, la demande faite dans le cadre de la présente section est complète, le surintendant la transmet sans délai au ministre et adresse au demandeur un accusé de réception précisant la date où elle a été reçue.
121. Section 928 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a bank holding company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If a bank holding company decides to exercise its right under subsection (5), the bank holding company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 183
122. (1) Paragraph 930(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 183
(2) Paragraph 930(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 464(1); and
(3) Section 930 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 183
(4) Paragraph 930(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or
Marginal note:2001, c. 9, s. 183
(5) Paragraph 930(7)(a) of the Act is replaced by the following:
(a) the bank holding company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the bank holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 183
123. Subsections 933(3) and (4) of the Act are replaced by the following:
Marginal note:Temporary investment
(3) If a bank holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 930(5) if the bank holding company had acquired the control, or acquired or increased the substantial investment, under section 930, the bank holding company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(4) If a bank holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 930(6) if the bank holding company had acquired the control, or acquired or increased the substantial investment, under section 930, the Superintendent may, on application, permit the bank holding company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
124. (1) Section 944 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 183
(2) The portion of subsection 944(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of
Marginal note:2001, c. 9, s. 183
(3) Paragraph 944(2)(f) of the Act is replaced by the following:
(f) assets acquired or transferred under a transaction or series of transactions by a subsidiary of the bank holding company with a financial institution as a result of the subsidiary’s participation in one or more syndicated loans with that financial institution.
Marginal note:2001, c. 9, s. 183
(4) Paragraph 944(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the bank holding company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the bank holding company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 840(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 183
(5) Subsection 944(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the bank holding company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the bank holding company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the bank holding company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 840(4), immediately before the transfer of the asset.
Marginal note:2001, c. 9, s. 183
125. Section 973 of the Act and the heading before it are replaced by the following:
Approvals
Definition of “approval”
973. In sections 973.01 to 973.06, “approval” includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Marginal note:Matters to take into account — Minister
973.01 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Matters to take into account — Superintendent
(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Minister — terms, conditions and undertakings
973.02 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.
Marginal note:Superintendent — terms, conditions and undertakings
(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.
Marginal note:Revocation, suspension or amendment of approval — Minister
973.03 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Revocation, suspension or amendment of approval — Superintendent
(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Representations
(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Effect of non-compliance on approval
973.04 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Marginal note:Non-compliance
(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may
(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.
Marginal note:Representations
(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Revocation, suspension or amendment
(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.
Marginal note:Multiple approval — other approvals
973.05 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.
Marginal note:Exemption in relation to notices of intention
973.06 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.
Marginal note:2001, c. 9, s. 183
126. (1) The portion of subsection 976(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Demande d’approbation
976. (1) Doivent être accompagnées des renseignements, documents et éléments de preuve que peut exiger le surintendant les demandes suivantes qui lui sont présentées :
Marginal note:2001, c. 9, s. 183
(2) Paragraph 976(1)(c) of the Act is replaced by the following:
(c) applications for exemptions under subsection 156.05(3); and
Marginal note:2001, c. 9, s. 183
(3) Subsection 976(2) of the French version of the Act is replaced by the following:
Marginal note:Accusé de réception
(2) Le surintendant adresse sans délai au demandeur un accusé de réception précisant la date où la demande a été reçue.
127. The Act is amended by adding the following after section 976:
Applications for Certain Approvals
Marginal note:Application for certain approvals
976.1 (1) An application for the prior written approval of the Minister in respect of any of the following provisions must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require:
(a) paragraphs 410(1)(c) and (c.1);
(b) paragraphs 468(5)(c), (d) and (d.1);
(c) paragraphs 522.22(1)(c), (d) and (d.1);
(d) paragraphs 539(1)(b.1) and (b.2); and
(e) paragraphs 930(5)(c), (d) and (d.1).
Marginal note:Certification of receipt of application
(2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.
Marginal note:Incomplete application
(3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.
Marginal note:Notice of decision
(4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant
(a) a notice approving the application; or
(b) if the Minister is not satisfied that the application should be approved, a notice to that effect.
Marginal note:Extension of period
(5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.
Marginal note:Deemed approval
(6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.
128. The Act is amended by adding the following after section 980:
Marginal note:False or misleading information
980.1 Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.
Marginal note:2001, c. 9, s. 183
129. (1) Subsections 983(2) and (3) of the Act are replaced by the following:
Marginal note:Unauthorized name
(2) Subject to the regulations and subsections (4) to (5.1), (6) and (12), every entity, other than a bank, that acquires, adopts or retains a name that includes the word “bank”, “banker” or “banking”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.
Marginal note:Unauthorized use of word “bank”, “banker” or “banking”
(2.1) Subject to the regulations and subsections (4) to (5.1), (6) and (12), every person, other than a bank, who uses the word “bank”, “banker” or “banking” to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.
Marginal note:Unauthorized use of name or identifying mark of bank or foreign bank
(2.2) Subject to the regulations and subsections (4), (5), (5.2), (5.3) and (10) to (12), every person who uses the name or any identifying mark of a bank or a foreign bank to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.
Marginal note:Unauthorized statements regarding association with a bank, etc.
(2.3) Subject to the regulations and subsections (4), (5.2) and (12), every person is guilty of an offence who, without being authorized to do so by this Act or any other Act of Parliament, makes any statement that a business is connected, associated or affiliated with a bank or a foreign bank.
Marginal note:Unauthorized use of name or identifying mark of a bank holding company
(3) Subject to the regulations and subsections (7) to (9.1) and (12), every entity that acquires, adopts or retains the name of a bank holding company and every person who uses the name or any identifying mark of a bank holding company to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.
Marginal note:2001, c. 9, s. 183
(2) The portion of subsection 983(4) of the Act before paragraph (c) is replaced by the following:
Marginal note:Permitted use
(4) No person commits an offence under any of subsections (2) to (2.3) if the activity referred to in that subsection is done
(a) in a description of the corporate relationship between a bank and an entity controlled by the bank;
(b) subject to the regulations, in a description of a corporate relationship between a bank and an entity affiliated with the bank;
(b.1) in a description of the corporate relationship between a bank holding company and an entity controlled by the bank holding company;
Marginal note:2001, c. 9, s. 183
(3) Paragraphs 983(4)(f) to (h) of the Act are replaced by the following:
(f) in a description of the corporate relationship between a bank or a bank holding company and a foreign bank that controls the bank or the bank holding company;
(f.1) in a description of the corporate relationship between a bank or a bank holding company and an entity that is associated with a foreign bank and that controls the bank or the bank holding company;
(g) subject to the regulations, in a description of the corporate relationship between a non-bank affiliate of a foreign bank, within the meaning of subsection 507(1), and a foreign bank that controls the non-bank affiliate, if the non-bank affiliate is not a bank holding company or an entity that is controlled by a bank holding company;
(h) subject to the regulations, in a description of the corporate relationship between a non-bank affiliate of a foreign bank, within the meaning of subsection 507(1), and an entity that is associated with a foreign bank that controls the non-bank affiliate, if
(i) the non-bank affiliate is not a bank holding company or an entity that is controlled by a bank holding company, and
(ii) the entity is not a bank, a bank holding company, a foreign bank or an entity controlled by a bank or a bank holding company;
Marginal note:2001, c. 9, s. 183
(4) Subsections 983(5) and (5.1) of the Act are replaced by the following:
Marginal note:Permitted use
(5) No subsidiary of a bank commits an offence by reason only that it uses the name of the bank of which it is a subsidiary in its corporate name or a name under which it carries on business or by reason only that it uses any identifying mark of that bank in carrying on its business.
Marginal note:Permitted use
(5.1) No person commits an offence under subsection (2) or (2.1) if the activity referred to in that subsection is in relation to a business that is not engaged in financial activities, unless the business is carried out by a prescribed entity.
Marginal note:Permitted use
(5.2) No bank commits an offence under subsection (2.2) or (2.3) if it is affiliated with the bank or the foreign bank.
Marginal note:Permitted use
(5.3) Subject to the regulations, no entity affiliated with a bank commits an offence by reason only that the entity uses the name of the bank in the entity’s corporate name or in a name under which the entity carries on business or by reason only that it uses any identifying mark of the bank in carrying on its business, if the entity does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks.
Marginal note:2001, c. 9, s. 183
(5) Subsection 983(6) of the English version of the Act is replaced by the following:
Marginal note:Permitted use
(6) No financial institution that was controlled by a bank on June 25, 1999 and that had a name that included the word “bank”, “banker” or “banking” on that day commits an offence by reason only that it uses that word in its corporate name or in a name under which it carries on business if the financial institution is a subsidiary of a bank holding company that controls the bank.
Marginal note:2001, c. 9, s. 183
(6) Subsections 983(6.1) to (8.1) of the Act are replaced by the following:
Marginal note:Permitted use
(7) No subsidiary of a bank holding company commits an offence by reason only that it uses the name of the bank holding company in the subsidiary’s corporate name or in a name under which it carries on business, or by reason only that it uses any identifying mark of the bank holding company in carrying on its business, so long as, if the subsidiary is not a bank or a subsidiary of a bank, it does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks.
Marginal note:Permitted use
(8) Subject to the regulations, no entity affiliated with a bank holding company commits an offence by reason only that the entity uses the name of the bank holding company in the entity’s corporate name or in a name under which the entity carries on business or by reason only that it uses any identifying mark of the bank holding company in carrying on its business, if the entity does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks.
Marginal note:2001, c. 9, s. 183
(7) Subsection 983(9) of the French version of the Act is replaced by the following:
Marginal note:Utilisation autorisée
(9) Ne commet pas une infraction la filiale d’une société de portefeuille bancaire du simple fait qu’elle utilise le nom de la société de portefeuille bancaire pour décrire les rapports qui l’unissent à elle.
Marginal note:2001, c. 9, s. 183
(8) Subsections 983(9.1) to (16) of the Act are replaced by the following:
Marginal note:Permitted use
(9.1) Subject to the regulations, no entity affiliated with a bank holding company commits an offence by reason only that the entity uses the name of the bank holding company in a description of the entity’s corporate relationship with the bank holding company.
Marginal note:Permitted use
(10) Subject to the regulations, no Canadian entity that is an entity associated with a foreign bank commits an offence by reason only that it uses the name of the foreign bank in its corporate name or in a name under which it carries on business, or by reason only that it uses any identifying mark of the foreign bank in carrying on its business, if
(a) it does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks; and
(b) the foreign bank has consented to the use.
Marginal note:Permitted use
(11) Subject to the regulations, no foreign bank that carries on a business or activity referred to in section 510.1, 522.05, 522.18 or 522.19, and no entity incorporated or formed by or under the laws of a country other than Canada that carries on a business or activity referred to in any of those provisions and that is an entity associated with a foreign bank, commits an offence by reason only that it uses its name or any of its identifying marks if it does not use the word “bank”, “banker” or “banking”.
Marginal note:Permitted use — consent
(12) No person commits an offence under any of subsections (2) to (3) if the activity referred to in that subsection has been approved by the Superintendent and is in accordance with any terms and conditions that the Superintendent may impose and, if the activity involves the use of the name or any identifying mark of a bank, a bank holding company or a foreign bank, the bank, bank holding company or foreign bank has consented to the use.
Marginal note:Words “bank”, “banker” or “banking”
(13) For the purposes of this section, the word “bank”, “banker” or “banking” includes
(a) any of those words in any language; and
(b) any word or words, in any language, that are equivalent to any of those words.
Marginal note:Entity’s name
(14) For the purposes of this section, other than subsection (1), an entity’s name includes
(a) a name that is substantially similar to the entity’s name; and
(b) the entity’s name in any language.
Marginal note:Identifying marks
(15) For the purposes of this section, an identifying mark of an entity includes
(a) any logogram, insignia or logo of the entity;
(b) the initials or any acronym of the entity; and
(c) any mark that is substantially similar to any identifying mark of the entity.
Definition of “foreign bank”
(16) In this section, “foreign bank” means a foreign bank to which Part XII applies.
Marginal note:Entity associated with a foreign bank
(17) For the purposes of this section, an entity is associated with a foreign bank if the entity is or is deemed to be associated with the foreign bank within the meaning of section 507 and is an entity to which Part XII applies.
Marginal note:Regulations
(18) The Governor in Council may make regulations for the purposes of subsections (1) to (3), paragraphs (4)(b), (g) and (h) and subsections (5.3), (8) and (9.1) to (11).
Marginal note:2001, c. 9, s. 183
130. Subsection 989(2) of the Act is replaced by the following:
Marginal note:Compliance or restraining order — authorized foreign bank
(2) If an authorized foreign bank or any of its directors, officers, employees or agents does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that that person has, apply to a court for an order directing the authorized foreign bank, director, officer, employee or agent to comply with — or restraining the authorized foreign bank, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order that it thinks fit.
131. Schedules I and II to the French version of the Act are amended by replacing the expression “Siège social” with the expression “Siège”.
132. The Act is amended by replacing the expression “five billion dollars” with the expression “eight billion dollars” wherever it occurs in the following provisions:
(a) subsection 138(1.1);
(b) subsection 156.09(2);
(c) subsection 168(3.1);
(d) subsection 223(3);
(e) section 374;
(f) subsection 374.1(1);
(g) subsection 375(1);
(h) subsection 376(1);
(i) subsection 376.01(1);
(j) sections 376.1 and 376.2;
(k) subsection 377(1);
(l) section 380;
(m) subsection 382(1);
(n) subsection 383(2);
(o) subsections 385(1) and (2);
(p) section 385.1;
(q) section 387;
(r) subsection 393(1);
(s) subsection 393.1(1);
(t) subsection 394(1);
(u) paragraph 396(2)(a);
(v) subsection 727(2);
(w) subsection 756(4);
(x) subsection 803(3);
(y) section 876;
(z) subsection 877(1);
(z.1) subsection 878(1);
(z.2) subsection 879(1);
(z.3) subsection 879.1(1);
(z.4) sections 880 and 881;
(z.5) subsection 882(1);
(z.6) section 884;
(z.7) section 888;
(z.8) subsection 890(1);
(z.9) subsection 891(2);
(z.10) subsection 893(1);
(z.11) paragraph 893(2)(a);
(z.12) section 894;
(z.13) section 896;
(z.14) subsection 902(1);
(z.15) subsection 903(1);
(z.16) subsection 904(1); and
(z.17) paragraph 906(2)(a).
133. The Act is amended by replacing the expression “one billion dollars” with the expression “two billion dollars” wherever it occurs in the following provisions:
(a) subsections 385(1) and (2);
(b) section 387;
(c) subsections 893(1) and (2); and
(d) section 896.
134. The French version of the Act is amended by replacing the expression “qui exerce une” with the expression “dont l’activité commerciale comporte une” wherever it occurs in the following provisions:
(a) paragraphs 468(4)(c) and (d); and
(b) paragraphs 930(4)(c) and (d).
PART 21991, c. 48 AMENDMENTS TO THE COOPERATIVE CREDIT ASSOCIATIONS ACT
135. The definition “recorded address” in section 2 of the Cooperative Credit Associations Act is amended by striking out the word “and” at the end of paragraph (a), by adding the word “and” at the end of paragraph (b) and by adding the following after paragraph (b):
(c) in relation to any other person in respect of a retail association, the latest postal address of the person according to the records of the branch concerned.
136. Section 10 of the Act is amended by adding the following after subsection (3):
Marginal note:Contravention
(4) A member contravenes section 52 if the member agrees to act jointly or in concert with one or more other members in such a manner that a deemed single member contravenes that section.
137. Section 11 of the Act is amended by adding the following after subsection (4):
Marginal note:Contravention
(5) A person contravenes a provision of Part VIII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.
Marginal note:2001, c. 9, s. 254; 2006, c. 4, s. 200
138. Section 22 of the Act is replaced by the following:
Marginal note:Sunset provision
22. (1) Subject to subsections (2) and (3), associations shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which associations may continue to carry on business. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), associations may continue to carry on business for 180 days after the first day of the first session of the next Parliament.
Marginal note:2001, c. 9, s. 256
139. Subparagraph 24(b)(ii) of the Act is replaced by the following:
(ii) two local cooperative credit societies not all of which are incorporated under the laws of one province, or
Marginal note:2001, c. 9, s. 258
140. Section 31.6 of the Act is renumbered as subsection 31.6(1) and is amended by adding the following:
Marginal note:Membership shares
(2) When a body corporate is continued as an association,
(a) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act;
(b) the holders of the common shares of the body corporate are deemed to be the members of the association; and
(c) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect.
Marginal note:2001, c. 9, s. 258
141. Paragraph 31.7(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 259
142. Sections 32 to 34 of the Act are replaced by the following:
Marginal note:Transferring to other federal Acts
32. (1) An association may
(a) apply, under the Bank Act, for letters patent continuing the association as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;
(b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;
(c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;
(d) apply, under the Insurance Companies Act, for letters patent continuing the association as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the association as a company (other than a mutual company) or an insurance holding company under that Act; or
(e) apply, under the Trust and Loan Companies Act, for letters patent continuing the association as a company under that Act, or amalgamating and continuing the association as a company under that Act.
Marginal note:Conditions for approval
(2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that
(a) the association has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the association is situated, a notice of its intention to apply for the approval;
(b) the application has been authorized by a special resolution; and
(c) the association does not hold deposits, other than deposits that are made by a member, a person who controls the association or a person who has a significant interest in a class of shares of the association and that are not insured by the Canada Deposit Insurance Corporation.
Marginal note:Withdrawing application
(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the association may, without further approval, withdraw the application before it is acted on.
Marginal note:Restriction on other transfers
(4) An association may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).
Marginal note:Act ceases to apply
33. If an association applies for a certificate or letters patent referred to in section 32 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the association as of the day the certificate or the letters patent take effect.
Marginal note:2001, c. 9, ss. 260 and 261
143. Sections 36 and 37 of the Act are replaced by the following:
Marginal note:Name
36. The name of an association shall include
(a) the word “cooperative” or “coopérative”, along with another word or expression indicating the financial nature of the association;
(b) the phrase “central credit union”, “credit union central” or “fédération de caisses populaires”;
(c) any combination or derivative of words and phrases referred to in paragraphs (a) and (b); or
(d) any word or phrase specified by the Minister.
Marginal note:Affiliated entity
37. Despite section 35, an association that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
Marginal note:2001, c. 9, s. 265
144. Paragraph 50(1)(c) of the Act is replaced by the following:
(c) two local cooperative credit societies not all of which are incorporated under the laws of one province; or
145. Paragraph 67(2)(a) of the English version of the Act is replaced by the following:
(a) receive dividends declared on the membership shares; and
Marginal note:2005, c. 54, s. 146(2)
146. Subsection 71(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
147. The Act is amended by adding the following after section 80:
Marginal note:Exception — conditions before acquisition
80.1 (1) An association may permit any of its subsidiaries to acquire shares of the association through the issuance of those shares by the association to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If an association permits any of its subsidiaries to acquire shares of the association under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 17 and subsection 75(2), the association must comply with the prescribed requirements.
148. Section 82 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 292(4); and
(b) there is to be no return of capital to members or shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 272(1)
149. (1) Subsections 86(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
86. (1) The directors of an association may declare and an association may pay a dividend by issuing fully paid membership shares or options or rights to acquire membership shares to members or fully paid shares or options or rights to acquire fully paid shares to members or shareholders and, subject to subsection (4), the directors of an association may declare and an association may pay a dividend in money or property, and if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of an association shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 272(2)
(2) Subsection 86(5) of the Act is repealed.
Marginal note:2001, c. 9, s. 276
150. Subsection 169(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) The majority of the directors of an association must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 283(2)
151. Subsection 221(2) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(2) A by-law respecting a change to the name of the association is not effective until it is approved by the Superintendent.
Marginal note:Letters patent
(3) If the name of an association or the province in Canada in which the head office of the association is situated is changed under this section, the Superintendent may issue letters patent to amend the association’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(4) Letters patent issued under subsection (3) become effective on the day stated in the letters patent.
152. Section 228 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
228. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 229(4) by the members and the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
153. Paragraph 233(3)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 289
154. Section 233.2 of the Act is replaced by the following:
Marginal note:Agreement to Superintendent
233.2 A sale agreement must be sent to the Superintendent before it is submitted to members and shareholders of the selling association under subsection 233.3(1).
155. Paragraph 235(1)(d) of the English version of the Act is replaced by the following:
(d) particulars of any authorizations, conditions and limitations established by the Superintendent under section 61 or subsection 62(1) that are from time to time applicable to the association; and
Marginal note:2005, c. 54, s. 189
156. Section 242 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
242. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an association to maintain, in another country, copies of records referred to in section 235 or of its central securities register or for an association to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an association to do any of those activities in another country — the Superintendent shall direct the association to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Association to comply
(2) An association shall without delay comply with any direction issued under subsection (1).
Marginal note:1991, c. 48, par. 496(c)
157. Section 284 of the Act is replaced by the following:
Marginal note:Trustee qualifications
284. A trustee, or at least one of the trustees if more than one is appointed, must be
(a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act; or
(b) a body corporate that is incorporated under the laws of a province and authorized to carry on business as a trustee.
158. (1) The portion of subsection 354(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
354. (1) Il est interdit à une personne ou à l’entité qu’elle contrôle d’acquérir, sans l’agrément du ministre, des actions d’une association ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
(2) Subsection 354(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of an association, the entity is deemed to be acquiring a significant interest in that class of shares of the association through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 298
159. Section 354.1 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
354.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(e), of an association without the approval of the Minister.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(e), an association, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the association through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 309
160. Section 378.1 of the Act is replaced by the following:
Marginal note:Restriction on deposit taking
378.1 (1) A retail association shall not accept deposits in Canada unless
(a) it is a member institution as defined in section 2 of the Canada Deposit Insurance Corporation Act;
(b) it has been authorized under subsection 26.03(1) of that Act to accept deposits without being a member institution, as defined in section 2 of that Act; or
(c) the order approving the commencement and carrying on of business by the retail association authorizes it to accept deposits solely in accordance with subsection (2).
Marginal note:Deposits that fall below $150,000
(2) A retail association referred to in paragraph (1)(b) or (c) shall ensure that, on each day that is at least 30 days after it receives the authorization referred to in that paragraph,
A/B ≤ 0.01
where
A
is the sum of all amounts each of which is the sum of all the deposits held by it at the end of a day in the preceding 30 days each of which deposits is less than $150,000 and payable in Canada; and
B
is the sum of all amounts each of which is the sum of all deposits held by it at the end of a day in those preceding 30 days and payable in Canada.
Marginal note:Exchange rate
(3) For the purpose of subsection (2), the rate of exchange to be applied on any day in determining the amount in Canadian dollars of a deposit in a currency of a country other than Canada is to be determined in accordance with rules prescribed under subsection 26.03(2) of the Canada Deposit Insurance Corporation Act.
Definition of “deposit”
(4) For the purpose of subsection (2), “deposit” has the meaning that would be given to it by the schedule to the Canada Deposit Insurance Corporation Act for the purposes of deposit insurance if that schedule were read without reference to subsections 2(2), (5) and (6) of that schedule, but does not include prescribed deposits.
Marginal note:Regulations
(5) The Governor in Council may make regulations
(a) prescribing the deposits referred to in subsection (4); and
(b) prescribing terms and conditions with respect to the acceptance of those deposits.
Marginal note:Notice before opening account or providing prescribed product
378.2 (1) Before a retail association referred to in paragraph 378.1(1)(b) or (c) opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the retail association shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product
(a) a notice in writing that deposits to the deposit account, or that the deposit that relates to the prescribed product, as the case may be, will not be insured by the Canada Deposit Insurance Corporation or, if the request is made by telephone, a verbal notice to that effect; and
(b) any other information that may be prescribed.
Marginal note:Other notice
(2) A retail association referred to in paragraph 378.1(1)(b) or (c) shall, in accordance with any regulations that may be made,
(a) post notices at all of its branches, and at prescribed points of service, in Canada where deposits are accepted, and on all of its websites at which deposits are accepted in Canada, to inform the public that deposits with the association are not insured by the Canada Deposit Insurance Corporation; and
(b) include in its advertisements notices to inform the public that deposits with the retail association are not insured by the Canada Deposit Insurance Corporation.
Marginal note:Regulations
(3) The Governor in Council may make regulations
(a) prescribing the manner in which notices referred to in subsection (1) are to be given and the additional information to be contained in the notices; and
(b) respecting notices for the purpose of subsection (2).
Marginal note:Deposits less than $150,000
378.3 (1) Subject to the regulations, a retail association referred to in paragraph 378.1(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.
Meaning of “deposit”
(2) In this section, “deposit” has the meaning assigned to that term by subsection 378.1(4).
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.
Marginal note:Shared premises
378.4 (1) Subject to the regulations, no retail association referred to in paragraph 378.1(1)(b) or (c) shall carry on business in Canada on premises that are shared with those of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the retail association.
Marginal note:Limitation
(2) Subsection (1) only applies in respect of premises or any portion of premises on which both the retail association and the member institution carry on business with the public and to which the public has access.
Marginal note:Adjacent premises
(3) Subject to the regulations, no retail association referred to in paragraph 378.1(1)(b) or (c) shall carry on business in Canada on premises that are adjacent to a branch or office of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the retail association, unless the retail association clearly indicates to its customers that its business and the premises on which it is carried on are separate and distinct from the business and premises of the affiliated member institution.
Marginal note:Regulations
(4) The Governor in Council may make regulations
(a) respecting the circumstances in which, and the conditions under which, a retail association referred to in paragraph 378.1(1)(b) or (c) may carry on business in Canada on premises that are shared with those of a member institution referred to in subsection (1); and
(b) respecting the circumstances in which, and the conditions under which, a retail association referred to in paragraph 378.1(1)(b) or (c) may carry on business in Canada on premises that are adjacent to a branch or office of a member institution referred to in subsection (3).
Marginal note:2001, c. 9, s. 311
161. Subsection 382.1(1) of the Act is replaced by the following:
Marginal note:Restriction on residential mortgages
382.1 (1) A retail association shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:2001, c. 9, s. 311
162. Subsection 383(2) of the French version of the Act is replaced by the following:
Marginal note:Ordonnance de modification
(2) Le surintendant peut, par ordonnance, obliger l’association à modifier ces principes selon les modalités qu’il précise dans l’ordonnance.
Marginal note:2001, c. 9, s. 313
163. Subsection 385.03(2) of the Act is replaced by the following:
Marginal note:Provision of information
(2) A retail association shall, on making a payment under subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with the following information current as of the day the payment is made, in so far as it is known to the retail association:
(a) in the case of a deposit,
(i) the name of the depositor in whose name the deposit is held,
(ii) the recorded address of the depositor,
(iii) the outstanding amount of the deposit, and
(iv) the branch of the association at which the last transaction took place in respect of the deposit, and the date of that last transaction; and
(b) in the case of an instrument,
(i) the name of the person to whom or at whose request the instrument was issued, certified or accepted;
(ii) the recorded address of that person;
(iii) the name of the payee of the instrument;
(iv) the amount and date of the instrument;
(v) the name of the place where the instrument was payable; and
(vi) the branch of the association at which the instrument was issued, certified or accepted.
Marginal note:Copies of signature cards and signing authorities
(2.1) A retail association shall, on written request by the Bank of Canada, provide the Bank of Canada with copies of any signature cards and signing authorities relating to any deposit or instrument in respect of which it has made a payment under subsection (1). If it does not have any with respect to a deposit or instrument to which the request relates, it shall so inform the Bank of Canada.
Marginal note:2001, c. 9, s. 313
164. (1) Subsection 385.04(1) of the Act is replaced by the following:
Marginal note:Notice of unpaid amount
385.04 (1) Subject to subsections (1.1) to (3), a retail association shall send to each person to whom a deposit referred to in paragraph 385.03(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 385.03(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.
Marginal note:Where notice to be sent
(1.1) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.
Marginal note:2001, c. 9, s. 313
(2) The portion of subsection 385.04(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:When notice to be sent
(2) The notice must be sent during the month of January next following the end of the first two-year period, during the month of January next following the end of the first five-year period and also during the month of January next following the end of the first nine-year period
(3) Section 385.04 of the Act is amended by adding the following after subsection (2):
Marginal note:Notification of transfer to the Bank of Canada
(3) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (2)(a) to (c), as the case may be, must also
(a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and
(b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.
165. The Act is amended by adding the following after section 385.13:
Registered Products
Marginal note:Disclosure required concerning registered products
385.131 (1) Subject to subsection (2), a retail association shall not open an account that is or forms part of a registered product in the name of a customer, or enter into an agreement with a customer for a prescribed product or service that is or forms part of a registered product, unless the retail association provides, in the prescribed manner, to the individual requesting the account or the prescribed product or service
(a) information about all charges applicable to the registered product;
(b) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the registered product;
(c) information about the retail association’s procedures relating to complaints about the application of any charge applicable to the registered product; and
(d) any other information that may be prescribed.
Marginal note:Regulations
(2) The Governor in Council may make regulations specifying the circumstances under which a retail association need not provide the information.
Definition of “registered product”
(3) In this section, “registered product” means a product that is defined to be a registered product by the regulations.
166. Section 385.22 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) A retail association shall make its procedures established under paragraph (1)(a) available
(a) in the form of a brochure, at its branches where products or services are offered in Canada;
(b) on its websites through which products or services are offered in Canada; and
(c) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) A retail association shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
167. The Act is amended by adding the following before section 385.25:
Marginal note:Charges for prescribed products or services
385.241 A retail association shall not, directly or indirectly, charge or receive any sum for the provision of any prescribed products or services unless the charge is made by express agreement between it and a customer or by order of a court.
168. The Act is amended by adding the following after section 385.25:
Marginal note:Regulations respecting the holding of funds
385.251 The Governor in Council may make regulations respecting the maximum period during which a retail association may hold funds in respect of specified classes of cheques or other instruments that are deposited into an account at a branch or prescribed point of service in Canada before permitting the customer in whose name the account is kept to access the funds.
Marginal note:2001, c. 9, s. 313
169. (1) Subsection 385.27(1) of the French version of the Act is replaced by the following:
Marginal note:Avis de fermeture de bureau
385.27 (1) Sous réserve des règlements pris en vertu du paragraphe (5), l’association membre qui a au Canada un bureau dans lequel elle ouvre des comptes de dépôt de détail et procède à la sortie de fonds pour ses clients par l’intermédiaire d’une personne physique donne un préavis — conforme à ces règlements — de la fermeture du bureau ou de la cessation de l’une ou l’autre de ces activités.
Marginal note:2001, c. 9, s. 313
(2) Subsection 385.27(2) of the Act is replaced by the following:
Marginal note:Pre-closure meeting
(2) After notice is given but before the branch is closed or ceases to carry on the activities, the Commissioner shall, in prescribed situations, require the member association to convene and hold a meeting between representatives of the member association, representatives of the Agency and interested parties in the vicinity of the branch in order to exchange views about the closing or cessation of activities, including, but not limited to, alternative service delivery by the member association and measures to help the branch’s customers adjust to the closing or cessation of activities.
Marginal note:2001, c. 9, s. 313
170. Subparagraph 385.28(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
171. Subsection 386(1) of the Act is amended by adding the following in alphabetical order:
“closed-end fund”
« fonds d’investissement à capital fixe »
“closed-end fund” means an entity whose activities are limited to investing the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities, and whose securities are
(a) fixed in number and distributed to the public in an offering under a preliminary prospectus, prospectus, short-form prospectus or similar document in accordance with the laws of a province or a foreign jurisdiction;
(b) traded on an exchange or an over-the-counter market; and
(c) liquidated on a fixed future termination date, the proceeds of which are allocated to the holders of the securities on a proportional basis.
172. Section 388 of the Act is amended by adding the following after subsection (5):
Marginal note:Application of other provision
(6) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, an association may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(7) If an association decides to exercise its right under subsection (6), the association is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 314
173. (1) Paragraph 390(1)(h) of the French version of the Act is replaced by the following:
h) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 314
(2) Paragraph 390(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 386(1); and
(3) Section 390 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), an association may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that an association is permitted to engage in under subsection 376(2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 314
(4) Paragraphs 390(4)(b) and (c) of the French version of the Act are replaced by the following:
b) s’agissant d’une entité dont les activités commerciales comportent une activité visée à l’alinéa (2)a) et qui exerce, dans le cadre de ses activités commerciales, des activités d’intermédiaire financier comportant des risques importants de crédit ou de marché, notamment une entité s’occupant d’affacturage, une entité s’occupant de crédit-bail ou une entité s’occupant de financement, elle ne peut le faire que si :
(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)e),
(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 396a) à acquérir ou à augmenter l’intérêt;
c) s’agissant d’une entité dont les activités commerciales comportent une activité visée à l’alinéa (2)b), y compris une entité s’occupant de financement spécial, elle ne peut le faire que si :
(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)e),
(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 396a) à acquérir ou à augmenter l’intérêt,
(iii) soit, sous réserve des modalités éventuellement fixées par règlement, les activités de l’entité ne comportent pas l’acquisition ou la détention du contrôle d’une entité visée aux alinéas a) ou b) ou d’une entité qui n’est pas une entité admissible, ni d’actions ou de titres de participation dans celle-ci.
Marginal note:2001, c. 9, s. 314
(5) Paragraph 390(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 376(1)(g);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 376(1)(h); or
Marginal note:2001, c. 9, s. 314
(6) Paragraph 390(7)(a) of the Act is replaced by the following:
(a) the association is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the association would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 314
174. Subsections 393(4) and (5) of the Act are replaced by the following:
Marginal note:Temporary investment
(4) If an association, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 390(5) if the association had acquired the control, or acquired or increased the substantial investment, under section 390, the association must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(5) If an association, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 390(6) if the association had acquired the control, or acquired or increased the substantial investment, under section 390, the Superintendent may, on application, permit the association to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
175. Subsection 394(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.
176. (1) Section 406 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 314
(2) Subsections 406(2) to (4) of the Act are replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of a transaction or series of transactions between an association and a member of the association.
Marginal note:Exception
(3) Subsection (1) does not apply in respect of
(a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (vi) of the definition “commercial loan” in subsection 386(1);
(b) assets acquired or transferred under a transaction or series of transactions by an association with another financial institution as a result of the association’s participation in one or more syndicated loans with that financial institution;
(c) assets purchased or sold under a sale agreement that is approved by the Minister under section 233.5;
(d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VIII or subsection 390(5) is required or the approval of the Superintendent under subsection 390(6) is required;
(e) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or
(f) assets acquired or disposed of with the approval of the Superintendent under subsection 418(3.1).
Marginal note:2001, c. 9, s. 314
(3) Paragraph 406(5)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the association prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the association if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 292(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 314
(4) Subsection 406(7) of the Act is replaced by the following:
Marginal note:Total value of all assets
(7) For the purposes of subsection (1), the total value of all assets that the association or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the association prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the association if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 292(4), immediately before the transfer of the asset.
177. Section 412 of the Act is amended by adding the following after subsection (3):
Marginal note:Security of a related party
(4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.
178. Section 418 of the Act is amended by adding the following after subsection (4):
Marginal note:Approval under section 233.5
(5) An association may acquire any assets from, or dispose of any assets to, a related party of the association under a sale agreement that is approved by the Minister under section 233.5.
Marginal note:1997, c. 15, s. 152
179. Subsection 419(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection 413(2), an association is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the association and the business of which is limited to the activity referred to in paragraph 390(2)(c) and the transaction is on terms and conditions at least as favourable to the association as market terms and conditions, as defined in subsection 425(2).
Marginal note:2001, c. 9, s. 324
180. Sections 431.1 to 431.3 of the Act are repealed.
Marginal note:2001, c. 9, s. 327
181. Section 435.2 of the Act is repealed.
Marginal note:2001, c. 9, s. 337
182. Section 459.2 of the Act and the heading before it are replaced by the following:
Approvals
Definition of “approval”
459.2 In sections 459.3 to 459.8, “approval” includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Marginal note:Matters to take into account — Minister
459.3 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Matters to take into account — Superintendent
(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Minister — terms, conditions and undertakings
459.4 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.
Marginal note:Superintendent — terms, conditions and undertakings
(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.
Marginal note:Revocation, suspension or amendment of approval — Minister
459.5 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Revocation, suspension or amendment of approval — Superintendent
(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Representations
(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Effect of non-compliance on approval
459.6 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Marginal note:Non-compliance
(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may
(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.
Marginal note:Representations
(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Revocation, suspension or amendment
(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.
Marginal note:Multiple approval — other approvals
459.7 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.
Marginal note:Exemption in relation to notices of intention
459.8 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.
Marginal note:2001, c. 9, s. 338
183. Paragraph 461.1(1)(c) of the Act is replaced by the following:
(c) applications for exemptions under subsection 166.05(3); and
184. The Act is amended by adding the following after section 461.1:
Applications for Certain Approvals
Marginal note:Application for certain approvals
461.2 (1) An application for the prior written approval of the Minister in respect of paragraph 376(1)(g) or (h) or 390(5)(c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Marginal note:Certification of receipt of application
(2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.
Marginal note:Incomplete application
(3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.
Marginal note:Notice of decision
(4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant
(a) a notice approving the application; or
(b) if the Minister is not satisfied that the application should be approved, a notice to that effect.
Marginal note:Extension of period
(5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.
Marginal note:Deemed approval
(6) If the Minister does not send the notice referred to in subsection (4) or, if applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.
185. Section 465 of the Act is amended by adding the following after subsection (1):
Marginal note:False or misleading information
(1.1) Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.
PART 31991, c. 47 AMENDMENTS TO THE INSURANCE COMPANIES ACT
186. (1) The definitions “policy in Canada” and “policyholder in Canada” in subsection 2(1) of the Insurance Companies Act are repealed.
Marginal note:1997, c. 15, s. 165(1)
(2) The definitions “foreign company”, “life company”, “policy” and “property and casualty company” in subsection 2(1) of the Act are replaced by the following:
“foreign company”
« société étrangère »
“foreign company” means an entity that is the subject of an order made under subsection 574(1);
“life company”
« société d’assurance-vie »
“life company” means a company or a provincial company that is permitted to insure risks falling within the class of life insurance, other than a company or a provincial company that is also permitted to insure risks falling within any other class of insurance other than accident and sickness insurance, credit protection insurance and other approved products insurance;
“policy”
« police »
“policy” means any written contract of insurance or reinsurance whether contained in one or more documents and, in the case of insurance in a fraternal benefit society, any contract of insurance whether evidenced by a written document or not and any certificate of membership relating in any way to insurance, and includes any annuity contract and any endowment insurance contract;
“property and casualty company”
« société d’assurances multirisques »
“property and casualty company” means a company or a provincial company that is not a life company or a marine company;
(3) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
“marine company”
« société d’assurance maritime »
“marine company” means a company that is incorporated for the sole purpose of insuring risks within the class of marine insurance;
187. Section 9 of the Act is amended by adding the following after subsection (4):
Marginal note:Contravention
(5) A person contravenes a provision of Part VII or Division 7 of Part XVII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.
188. Subsection 12(6) of the Act is replaced by the following:
Marginal note:Endowments
(6) The class of life insurance includes the issuance of endowment insurance the funds of which are to be paid at a fixed or determinable future time if the person whose life is insured is then alive or at the person’s death if the person dies before that time.
Marginal note:2001, c. 9, s. 353; 2006, c. 4, s. 201
189. Section 21 of the Act is replaced by the following:
Marginal note:Sunset provision
21. (1) Subject to subsections (2) and (3), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, for 180 days after the first day of the first session of the next Parliament.
190. Paragraph 38(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 358
191. Section 39 of the Act is replaced by the following:
Marginal note:Transferring to other federal Acts
39. (1) A company or society may
(a) apply, under the Bank Act, for letters patent continuing the company or society as a bank or a bank holding company under that Act, or amalgamating and continuing the company or society as a bank or a bank holding company under that Act;
(b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;
(c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;
(d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company or society as an association under that Act, or amalgamating and continuing the company or society as an association under that Act; or
(e) apply, under the Trust and Loan Companies Act, for letters patent continuing the company or society as a company under that Act, or amalgamating and continuing the company or society as a company under of that Act.
Marginal note:Transferring to other federal Acts — societies
(2) A society may also, with the approval in writing of the Minister, apply under the Canada Corporations Act, for letters patent creating it as a corporation under Part II of that Act.
Marginal note:Conditions for approval
(3) The approval referred to in paragraph (1)(b) or (c) or subsection (2) may be given only if the Minister is satisfied that
(a) the company or society has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated, a notice of its intention to apply for the approval;
(b) the company or society has discharged, or provided for the discharge of, all its policy liabilities;
(c) the company or society will not, unless it is an entity referred to in paragraph 47(2)(b) or (c), use the word “assurance”, “assurances” or “insurance” in its name after the certificate or letters patent are issued in respect of the company or society; and
(d) the application has been authorized by a special resolution.
Marginal note:Withdrawing application
(4) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.
Marginal note:Restriction on other transfers
(5) A company or society may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1) or (2).
Marginal note:Act ceases to apply
40. If a company or society applies for a certificate or letters patent referred to in section 39 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company or society as of the day the certificate or the letters patent take effect.
Marginal note:2001, c. 9, s. 360
192. Section 43 of the Act is replaced by the following:
Marginal note:Affiliated company or society
43. Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
193. Subsection 52(6) of the Act is replaced by the following:
Marginal note:Marine insurance
(6) A company that is not a marine company may insure risks in the class of marine insurance without an order under subsection (1).
194. Section 54 of the Act is replaced by the following:
Marginal note:No payments before order
54. Until an order approving the commencement and carrying on of business is made in respect of a company or society, the company or society shall not make any payment on account of incorporation or organization expenses out of moneys received from the paid-in capital of the company or society and interest on those moneys, except reasonable sums
(a) for the remuneration of not more than two officers;
(b) for the payment of costs related to the issue of shares; and
(c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.
Marginal note:2005, c. 54, s. 220(2)
195. Subsection 66(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
196. Subsection 75(2) of the Act is replaced by the following:
Marginal note:Restrictions on purchase and redemption
(2) A company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
197. The Act is amended by adding the following after section 76:
Marginal note:Exception — conditions before acquisition
76.01 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 16 and subsection 70(2), the company must comply with the prescribed requirements.
198. (1) Subsection 79(2) of the Act is replaced by the following:
Marginal note:Limitation
(2) A company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the company is, or the reduction would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
(2) Section 79 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 331(4); and
(b) there is to be no return of capital to shareholders or policyholders as a result of the reduction.
199. (1) Subsections 83(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
83. (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and, if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 369
(2) Subsections 83(4) and (5) of the Act are replaced by the following:
Marginal note:When dividend not to be declared
(4) The directors of a company shall not declare and a company shall not pay a dividend if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
200. Clause 143(1)(c)(ii)(B) of the French version of the Act is replaced by the following:
(B) soit le lieu du siège de la société pour un lieu dans une autre province,
Marginal note:2001, c. 9, s. 376
201. Subsection 167(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.
202. Paragraph 229(2)(c) of the Act is replaced by the following:
(c) there are no reasonable grounds for believing that the conversion would cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3);
203. Paragraph 233(a) of the Act is replaced by the following:
(a) the purchase or other acquisition of shares would not cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3); and
Marginal note:2001, c. 9, s. 388(2)
204. Subsection 238(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders and policyholders under subsection (2) and, in the case of a by-law respecting a change to the name of the company, approved by the Superintendent.
Marginal note:Letters patent
(4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.
Marginal note:1997, c. 15, s. 220(E)
205. Section 247 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
247. (1) An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 248(5) by the shareholders, policyholders or members of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:Report of independent actuary
(2) An amalgamation agreement submitted to the Superintendent for approval must be accompanied by the report of an independent actuary on the agreement.
206. Paragraph 253(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:1997, c. 15, s. 226(2)(E)
207. (1) Paragraphs 254(1)(a) to (c) of the Act are replaced by the following:
(a) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies; or
(b) sell all or substantially all of its assets.
Marginal note:1997, c. 15, ss. 226(3), (4)(F), (5) and (6); 2001, c. 9, s. 393(2)
(2) Subsections 254(2) to (3) of the Act are replaced by the following:
Marginal note:Approval of the Minister
(2) A company or society may, with the approval of the Minister,
(a) cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, by one or more of the following entities:
(i) a company or society,
(ii) a foreign company that, in Canada, reinsures those risks,
(iii) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate, or
(iv) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society; or
(b) sell all or substantially all of its assets.
Marginal note:Approval of the Superintendent
(2.01) A company or society may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against less than substantially all of the risks undertaken under its policies, by one or more of the following entities:
(a) a company or society;
(b) a foreign company that, in Canada, reinsures those risks;
(c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate; or
(d) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society.
Marginal note:Prescribed transactions
(2.1) The approval of the Minister or Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.
Marginal note:Procedure
(3) The company or society must, at least 30 days before it applies for the Minister’s or Superintendent’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated stating the day on or after which it will apply.
Marginal note:1997, c. 15, s. 226(7)
(3) Subsection 254(5) of the Act is replaced by the following:
Marginal note:Report of independent actuary
(4.1) An application for approval under paragraph (2)(a) must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.
Marginal note:Inspection
(5) If a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister or Superintendent is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least 30 days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.
Marginal note:1997, c. 15, s. 226(7)
(4) Subsection 254(6) of the English version of the Act is replaced by the following:
Marginal note:Superintendent may shorten periods
(6) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister or the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (3) and (5).
Marginal note:1997, c. 15, s. 227
208. Sections 255 and 256 of the Act are replaced by the following:
Marginal note:Taking of effect of approval
255. A transaction referred to in subsection 254(2) or (2.01) has no effect until it has been approved by the Minister or the Superintendent, as the case may be.
Marginal note:1997, c. 15, s. 227
209. (1) Subsection 257(1) of the Act is replaced by the following:
Marginal note:Shareholder and policyholder approval
257. (1) A company or society proposing to transfer all or substantially all of its policies, to cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, or to sell all or substantially all of its assets shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.
Marginal note:Notice to Superintendent
(1.1) A company or society proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent.
Marginal note:Information
(1.2) After receiving the notice, the Superintendent may direct the company or society to provide its shareholders, policyholders and members with any information that the Superintendent may require.
Marginal note:1997, c. 15, s. 227
(2) Subsection 257(7) of the Act is replaced by the following:
Marginal note:Application to Minister
(7) Except in the case of a transaction to transfer all or substantially all of a company’s or society’s policies, the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction, unless the transaction is abandoned in accordance with subsection (6).
Marginal note:1997, c. 15, s. 227
210. Section 258 of the Act is replaced by the following:
Marginal note:Regulations
258. The Governor in Council may, for the purposes of section 254 or 257, make regulations respecting the circumstances in which companies or societies are deemed to be causing themselves to be reinsured, on an assumption basis, against risks undertaken under their policies.
211. Paragraph 261(1)(d) of the English version of the Act is replaced by the following:
(d) particulars of any authorizations, conditions and limitations established by the Superintendent under subsection 58(1) or (2) or 59(1) that are from time to time applicable to the company; and
Marginal note:2005, c. 54, s. 267
212. Section 268 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
268. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a company to maintain, in another country, copies of records referred to in section 261 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a company to do any of those activities in another country — the Superintendent shall direct the company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Company to comply
(2) A company shall without delay comply with any direction issued under subsection (1).
Marginal note:1991, c. 47, par. 758(c)
213. Section 323 of the Act is replaced by the following:
Marginal note:Trustee qualifications
323. A trustee, or at least one of the trustees if more than one is appointed, must be
(a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act; or
(b) a body corporate that is incorporated by or under an Act of the legislature of a province and authorized to carry on business as a trustee.
214. Subsection 346(3) of the Act is replaced by the following:
Marginal note:Reliance on actuary
(3) An auditor of a company may, in conducting the examination referred to in subsection (1), use the valuation by the actuary of the company, or by any other actuary, of
(a) the actuarial and other policy liabilities of the company as at the end of a financial year; and
(b) the increase in the actuarial liabilities of the company for a financial year.
Marginal note:Actuarial practices
(4) A valuation by an actuary other than the actuary of the company may be used only if it was done in accordance with generally accepted actuarial practice and with any changes that may have been determined by the Superintendent and by following any additional directions that may have been made by the Superintendent.
215. (1) The portion of subsection 407(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
407. (1) Il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
(2) Subsection 407(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:1997, c. 15, s. 242
216. Section 407.1 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
407.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 416(2)
217. Subsection 441(1.1) of the English version of the Act is replaced by the following:
Marginal note:Additional activities — life companies
(1.1) A life company may engage, under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services.
Marginal note:1997, c. 15, s. 248
218. Sections 445 and 446 of the Act are replaced by the following:
Marginal note:No new composite companies
445. The Superintendent may not make or vary an order approving the commencement and carrying on of business by a company if the company would as a result be permitted to insure both risks falling within the class of life insurance and risks falling within any other class of insurance other than accident and sickness insurance, credit protection insurance and other approved products insurance.
219. Section 448 of the Act is replaced by the following:
Marginal note:Annuities and endowment insurance restricted to life companies
448. Property and casualty companies and marine companies shall not issue annuities or policies of endowment insurance.
Marginal note:1996, c. 6, s. 79
220. (1) Subsections 449(1) and (1.1) of the Act are replaced by the following:
Marginal note:Compensation association
449. (1) Every company that is insuring risks that fall within a class of insurance shall become and remain a member of any compensation association designated by order of the Minister for that class of insurance.
Marginal note:Designation limitation
(1.1) A compensation association shall not be designated under subsection (1) unless, in the opinion of the Minister, it has the authority to levy an assessment on each of its members.
(2) Paragraph 449(2)(c) of the Act is replaced by the following:
(c) in respect of the insurance against the loss of, or damage to, property caused by fire, by lightning, by an explosion due to ignition, by smoke or by breakage of or leakage from a sprinkler, from other fire protection equipment or from another fire protection system by a company that is a member of the Fire Mutuals Guarantee Fund; or
221. Section 450 of the Act is replaced by the following:
Marginal note:Segregated funds restricted to life companies
450. A property and casualty company, or a marine company, shall not issue policies — or accept or retain, on the direction of a policyholder or beneficiary, policy dividends or bonuses, or policy proceeds that are payable on the surrender or maturity of the policy or on the death of the person whose life is insured — if the liabilities of the company in respect of the policies or the amounts accepted or retained vary in amount depending on the market value of a fund consisting of a specified group of assets.
222. Section 453 of the Act is replaced by the following:
Marginal note:Transfers from segregated funds
453. A company may return the current value of an amount transferred under section 452 to the account from which the amount was transferred.
Marginal note:1997, c. 15, s. 251
223. Section 461 of the Act is replaced by the following:
Marginal note:Payments to shareholders from participating account
461. A company that has share capital may, from a participating account maintained pursuant to section 456, in a financial year and at any time within six months after the end of that financial year, make a payment to its shareholders, or transfer an amount to an account (other than a participating shareholder account as defined in section 83.01) from which a payment can be made to its shareholders, if
(a) the aggregate of the amounts so paid or transferred in that financial year does not exceed the percentage of the portion of the profits of the participating account that is determined by the directors as the portion to be distributed for that financial year to the shareholders and participating policyholders, which percentage shall not exceed the number, expressed as a percentage, that is the aggregate of
(i) 10 multiplied by the lesser of
(A) the sum of the opening balances for that financial year of all participating accounts of the company, and
(B) two hundred and fifty million dollars,
(ii) 7.5 multiplied by the amount, if any, by which the lesser of
(A) the sum of the opening balances for that financial year of all participating accounts of the company, and
(B) five hundred million dollars
exceeds two hundred and fifty million dollars,
(iii) 5 multiplied by the amount, if any, by which the lesser of
(A) the sum of the opening balances for that financial year of all participating accounts of the company, and
(B) one billion dollars
exceeds five hundred million dollars, and
(iv) 2.5 multiplied by the amount, if any, by which the sum of the opening balances for that financial year of all participating accounts of the company exceeds one billion dollars,
divided by the sum of the opening balances for that financial year of all the participating accounts;
(b) the company pays dividends or bonuses to its participating policyholders out of the profits of the participating account for that financial year in accordance with its dividend or bonus policy established pursuant to paragraph 165(2)(e); and
(c) the payment to the shareholders, or the transfer to the account from which a payment can be made to the shareholders, would not, in the opinion of the actuary of the company, materially affect the company’s ability to continue to comply with its dividend or bonus policy or to maintain the levels or rates of dividends or bonuses paid to the company’s participating policyholders.
Marginal note:1997, c. 15, s. 252
224. (1) Paragraph 462(a) of the French version of the Act is replaced by the following:
a) les sommes virées en vertu des articles 461 et 463;
Marginal note:1997, c. 15, s. 252
(2) Paragraph 462(c) of the Act is replaced by the following:
(c) transfers, with the approval of the Superintendent, of amounts that can be reasonably attributed to sources not related to the participating policies in respect of which the account is or has been maintained, if the transfer would not, in the opinion of the actuary of the company, materially affect the company’s ability to continue to comply with its dividend or bonus policy, maintain the levels or rates of dividends or bonuses paid to the company’s participating policyholders or meet the company’s obligations under its participating policies; and
225. Subsection 464(3) of the Act is replaced by the following:
Marginal note:When dividend not to be declared
(3) The directors of a company shall not declare a dividend, bonus or other benefit to participating policyholders if there are reasonable grounds for believing that the company is, or the payment or other satisfaction would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
226. Subsection 465(1) of the Act is replaced by the following:
Marginal note:Regulations
465. (1) The Governor in Council may make regulations limiting the extent to which a company may cause itself to be reinsured against risks undertaken under its policies.
227. Subsection 469(1) of the Act is replaced by the following:
Marginal note:Restriction on residential mortgages
469. (1) A company shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:1997, c. 15, s. 255; 2001, c. 9, s. 422
228. The heading before section 476 and sections 476 to 478 of the Act are replaced by the following:
Restrictions Specific to Property and Casualty Companies and Marine Companies
Marginal note:General restriction
476. A property and casualty company, or a marine company, shall not, and shall not permit its prescribed subsidiaries to, enter into any debt obligation, within the meaning assigned to that expression by the regulations, or issue any share, other than a common share, if as a result the aggregate of the total debt obligations of the company, determined in the prescribed manner, and the stated capital of the company would exceed the prescribed percentage of the total assets of the company.
Marginal note:Restriction on guarantees
477. (1) A property and casualty company, or a marine company, shall not guarantee on behalf of any person the payment or repayment of any sum of money unless the person on whose behalf the company has undertaken to guarantee the payment or repayment is a subsidiary of the company and has an unqualified obligation to reimburse the company for the full amount of the payment or repayment to be guaranteed.
Marginal note:Saving
(2) Subsection (1) does not prevent a property and casualty company, or a marine company, from insuring a risk falling within a class of insurance that is specified in the order of the Superintendent approving the commencement and carrying on of business by the company.
Marginal note:Restriction on leasing
478. A property and casualty company, or a marine company, shall not engage in Canada in any financial leasing of personal property.
229. Section 484 of the English version of the Act is replaced by the following:
Marginal note:Disclosing borrowing costs — advances
484. If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, in the prescribed manner, been disclosed by the company or otherwise as prescribed to the policyholder at or before the time when the advance is made.
Marginal note:2001, c. 9, s. 424(1)
230. (1) Subsection 486(1) of the French version of the Act is replaced by the following:
Marginal note:Procédure d’examen des réclamations
486. (1) En ce qui concerne les réclamations, la société est tenue, d’une part, d’établir une procédure d’examen des réclamations de personnes qui lui ont demandé ou qui ont obtenu d’elle des produits ou services au Canada et, d’autre part, de désigner un dirigeant ou un employé pour la mise en oeuvre de cette procédure et un ou plusieurs autres pour le traitement des réclamations.
(2) Section 486 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) A company shall make its procedures established under paragraph (1)(a) available
(a) on its websites through which products or services are offered in Canada; and
(b) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) A company shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
Marginal note:2001, c. 9, s. 425
231. Subparagraph 489.2(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
232. The Act is amended by adding the following after section 489.2:
Marginal note:Provisions that do not apply
489.3 (1) Paragraphs 165(2)(f) and (g) and sections 479 to 489.2 do not apply in respect of a company if
(a) the order approving the commencement and carrying on of business by the company restricts it to the reinsurance of risks within a class of insurance specified in the order;
(b) it has provided the Commissioner with a declaration stating that it is not dealing with a prescribed group of consumers or carrying on any prescribed activity; and
(c) after providing the declaration, it continues to not deal with that prescribed group.
Marginal note:Notice if action taken that causes provisions to apply
(2) The company must give notice to the Commissioner if it subsequently deals with the prescribed group referred to in the declaration.
233. Subsection 490(1) of the Act is amended by adding the following in alphabetical order:
“closed-end fund”
« fonds d’investissement à capital fixe »
“closed-end fund” means an entity whose activities are limited to investing the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities, and whose securities are
(a) fixed in number and distributed to the public in an offering under a preliminary prospectus, prospectus, short-form prospectus or similar document in accordance with the laws of a province or a foreign jurisdiction;
(b) traded on an exchange or an over-the-counter market; and
(c) liquidated on a fixed future termination date, the proceeds of which are allocated to the holders of the securities on a proportional basis.
234. Section 493 of the Act is amended by adding the following after subsection (5):
Marginal note:Application of other provision
(6) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(7) If a company decides to exercise its right under subsection (6), the company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 426
235. (1) Paragraph 495(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 426
(2) Paragraph 495(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 490(1); and
Marginal note:2001, c. 9, s. 426
(3) Subsection 495(4) of the Act is replaced by the following:
Marginal note:Exception
(3.1) Despite paragraph (3)(a), a life company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a company is permitted to engage in under subsection 441(1.1), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:Permitted investments — property and casualty companies and marine companies
(4) Subject to subsections (5) to (8) and Part XI, a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), whose business is limited to one or more of the following:
(a) engaging in any financial service activity or in any other activity that a property and casualty company, or a marine company, is permitted to engage in under subsection 440(2) or section 441 or 442, other than paragraph 441(1)(h);
(b) acquiring or holding shares of, or ownership interests in, entities in which a property and casualty company, or a marine company, is permitted under this Part to hold or acquire;
(c) engaging in the provision of any services exclusively to any or all of the following, so long as the entity is providing those services to the company or any member of the company’s group:
(i) the company,
(ii) any member of the company’s group,
(iii) any entity that is primarily engaged in the business of providing financial services,
(iv) any permitted entity in which an entity referred to in subparagraph (iii) has a substantial investment, or
(v) any prescribed person, if it is doing so under prescribed terms and conditions, if any are prescribed;
(d) engaging in any activity that a property and casualty company, or a marine company, is permitted to engage in, other than an activity referred to in paragraph (a) or (e), that relates to
(i) the promotion, sale, delivery or distribution of a financial product or financial service that is provided by the company or any member of the company’s group, or
(ii) if a significant portion of the business of the entity involves an activity referred to in subparagraph (i), the promotion, sale, delivery or distribution of a financial product or financial service that is provided by any other entity that is primarily engaged in the business of providing financial services;
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 490(1); and
(f) engaging in prescribed activities, under prescribed terms and conditions, if any are prescribed.
Marginal note:2001, c. 9, s. 426
(4) The portion of subsection 495(5) of the Act before paragraph (c) is replaced by the following:
Marginal note:Restriction — property and casualty companies and marine companies
(5) A property and casualty company, or a marine company, may not acquire control of, or acquire or increase a substantial investment in, an entity whose business includes any activity referred to in any of paragraphs (4)(a) to (e) if the entity engages in the business of accepting deposit liabilities or if the activities of the entity include
(a) activities that a company is not permitted to engage in under any of sections 466, 469 and 478;
(b) dealing in securities, except as may be permitted under paragraph (4)(e) or as may be permitted to a company under paragraph 440(2)(b);
(5) Section 495 of the Act is amended by adding the following after subsection (5):
Marginal note:Exception
(5.1) Despite paragraph (5)(a), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity, and
(ii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 426
(6) Paragraph 495(7)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 441(1)(d);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 441(1)(d.1); or
Marginal note:2001, c. 9, s. 426
(7) Paragraph 495(9)(a) of the Act is replaced by the following:
(a) the company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b) or (4)(b);
Marginal note:2001, c. 9, s. 426
236. Subsections 498(4) and (5) of the Act are replaced by the following:
Marginal note:Temporary investment
(4) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 495(7) if the company had acquired the control, or acquired or increased the substantial investment, under section 495, the company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(5) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 495(8) if the company had acquired the control, or acquired or increased the substantial investment, under section 495, the Superintendent may, on application, permit the company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
237. Subsection 499(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.
Marginal note:2001, c. 9, s. 426
238. Section 505 of the Act and the heading before it are replaced by the following:
Consumer and Commercial Lending by Property and Casualty Companies and Marine Companies
Marginal note:Lending limit — property and casualty companies and marine companies
505. A property and casualty company, or a marine company, shall not, and shall not permit its prescribed subsidiaries to, make or acquire a commercial loan or a loan to a natural person, or acquire control of a permitted entity that holds commercial loans or loans to natural persons, if the aggregate value of all such loans held by the company and its prescribed subsidiaries exceeds, or the making or acquisition of the loan or the acquisition of control of the permitted entity would cause the aggregate value of all such loans held by the company and its prescribed subsidiaries to exceed, the prescribed percentage of the total assets of the company.
Marginal note:2001, c. 9, s. 426
239. (1) Subsections 512(2) and (3) of the Act are replaced by the following:
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:Exception
(2) Subsection (1) does not apply in respect of
(a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (v) of the definition “commercial loan” in subsection 490(1);
(b) assets that are acquired or transferred under a transaction or series of transactions by a company with another financial institution as a result of the company’s participation in one or more syndicated loans with that financial institution;
(c) assets that are acquired or transferred under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01);
(d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 495(7) is required or the approval of the Superintendent under subsection 495(8) is required;
(e) assets that are acquired or transferred under a transaction approved by the Minister under subsection 715(1) of this Act or subsection 678(1) of the Bank Act;
(f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or
(g) assets acquired or disposed of with the approval of the Superintendent under subsection 527(4).
Marginal note:2001, c. 9, s. 426
(2) Paragraph 512(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 426
(3) Subsection 512(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer of the asset.
Marginal note:1996, c. 6, s. 82; 1997, c. 15, s. 275
240. Section 516 of the Act is repealed.
241. Paragraph 519(2)(a) of the Act is replaced by the following:
(a) assets of a segregated fund maintained pursuant to section 451 if
(i) all the policies in respect of which the fund is maintained are held by one person or all the amounts in respect of which it is maintained are retained on the direction of one person, or
(ii) the assets of the fund reflect the securities upon which a generally recognized market index is based and the weighting of those securities in that index;
242. (1) Paragraph 520(1)(e) of the Act is replaced by the following:
(e) causing the company to be reinsured by the related party against any risk undertaken by the company under its policies.
(2) Section 520 of the Act is amended by adding the following after subsection (3):
Marginal note:Security of a related party
(4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.
243. Section 523 of the Act is replaced by the following:
Marginal note:Reinsurance
523. (1) A company may, subject to subsection (2) and to Division III of Part VI, cause itself to be reinsured by a related party of the company against any risk undertaken by the company under its policies.
Marginal note:Restriction re related parties
(2) Except with the approval of the Superintendent, a company may cause itself to be reinsured in respect of risks undertaken under its policies by a related party of the company only if the related party is
(a) a company; or
(b) a foreign company that, in Canada, reinsures those risks.
Marginal note:Exception
(3) The approval of the Superintendent under subsection (2) is not required if the reinsurance transaction was approved by the Minister or the Superintendent under subsection 254(2) or (2.01).
244. Section 524 of the French version of the Act is replaced by the following:
Marginal note:Risques d’un apparenté
524. La société peut, sous réserve de la section III de la partie VI, réassurer les risques acceptés par un apparenté.
245. Section 527 of the Act is amended by adding the following after subsection (5):
Marginal note:Approval under subsection 254(2) or (2.01)
(6) A company or society may acquire any assets from, or dispose of any assets to, a related party of the company under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01).
Marginal note:1997, c. 15, s. 279
246. Subsection 528(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection 521(2), a company is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the company and the business of which is limited to the activity referred to in paragraph 495(2)(c) and the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, as defined in subsection 534(2).
Marginal note:2001, c. 9, s. 429
247. (1) The description of B in subsection 528.3(1) of the Act is replaced by the following:
B
is the total value of all assets that the company directly or indirectly acquired from, or directly or indirectly transferred to, that related party in the 12 months ending immediately before the acquisition or transfer, other than assets acquired by or transferred to the company under transactions permitted by section 522; and
Marginal note:2001, c. 9, s. 429
(2) The portion of subsection 528.3(3) of the Act before paragraph (b) is replaced by the following:
Marginal note:Exception
(3) The approval of the Superintendent under this section is not required if
(a) the company acquires or transfers assets under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01);
Marginal note:1997, c. 15, s. 285
248. Subsection 542.03(4) of the Act is replaced by the following:
Marginal note:Transfers from segregated funds
(4) A society may return the current value of an amount transferred under subsection (3) to the account from which the amount was transferred.
Marginal note:1997, c. 15, s. 285
249. Subsection 542.04(1) of the Act is replaced by the following:
Marginal note:Regulations
542.04 (1) The Governor in Council may make regulations limiting the extent to which a society may cause itself to be reinsured against risks undertaken under its policies.
Marginal note:1997, c. 15, s. 285
250. Section 542.05 of the Act is replaced by the following:
Marginal note:Restriction on issuance of annuities and endowment insurance
542.05 A society may issue annuities or policies of endowment insurance only if it is authorized to insure risks within the class of life insurance.
Marginal note:1997, c. 15, s. 285
251. Subsection 542.06(1) of the Act is replaced by the following:
Marginal note:Residential mortgages restriction
542.06 (1) A society shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving the property, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
252. Section 552 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a society may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If a society decides to exercise its right under subsection (5), the society is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 437
253. (1) Paragraph 554(1)(c) of the French version of the Act is replaced by the following:
c) une entité qui est constituée ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations d’assurance.
Marginal note:2001, c. 9, s. 437
(2) Paragraph 554(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 490(1); and
(3) Section 554 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), a society may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a company is permitted to engage in under subsection 441(1.1), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 437
254. Subsection 557(4) of the Act is replaced by the following:
Marginal note:Temporary investment
(4) If a society, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 554(5) if the society had acquired the control, or acquired or increased the substantial investment, under section 554, the society must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
255. (1) Section 569 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 440
(2) The portion of subsection 569(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of
Marginal note:2001, c. 9, s. 440
(3) The portion of subsection 569(3) of the Act before paragraph (b) is replaced by the following:
Marginal note:Exception
(3) The approval of the Superintendent under this section is not required if
(a) the society sells or transfers assets under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01);
Marginal note:2001, c. 9, s. 440
(4) Paragraph 569(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the society prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the society if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 440
(5) Subsection 569(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the society or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the society prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the society if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer of the asset.
256. (1) The definitions “foreign life company” and “foreign property and casualty company” in section 571 of the Act are replaced by the following:
“foreign life company”
« société d’assurance-vie étrangère »
“foreign life company” means a foreign company that is authorized to insure risks that fall within the class of life insurance;
“foreign property and casualty company”
« société d’assurances multirisques étrangère »
“foreign property and casualty company” means a foreign company other than a foreign life company or a foreign marine company;
(2) Section 571 of the Act is amended by adding the following in alphabetical order:
“foreign entity”
« entité étrangère »
“foreign entity” means an entity incorporated or formed by or under the laws of a country other than Canada, and includes an association and an exchange;
“foreign marine company”
« société d’assurance maritime étrangère »
“foreign marine company” means a foreign company that is authorized to solely insure risks within the class of marine insurance;
257. Section 572 of the Act is replaced by the following:
Marginal note:Application — insurance business in Canada
572. This Part applies only in respect of the insurance business in Canada of a foreign entity.
Marginal note:Exception
572.1 Despite section 572, this Part does not apply in respect of the insurance against injury to persons or loss of or damage to property, or liability for such injury, loss or damage, caused by nuclear energy, including ionizing radiation and contamination by radioactive substances, to the extent that, in the opinion of the Superintendent, that insurance is not available within Canada.
258. The heading before section 573 of the Act is replaced by the following:
Insurance of Risks
Marginal note:1997, c. 15, s. 300(F)
259. (1) Subsections 573(1) to (4) of the Act are replaced by the following:
Marginal note:Restriction on insuring of risks unless authorized
573. (1) A foreign entity shall not insure in Canada a risk unless it is authorized by order made under subsection 574(1).
Marginal note:Restriction to specified classes of insurance
(2) A foreign company shall not insure in Canada a risk unless the risk falls within a class of insurance that is specified in the order made under subsection 574(1) in respect of the foreign company.
Marginal note:Restriction on issuance of annuities or endowment insurance
(3) Unless authorized to insure in Canada risks falling within the class of life insurance, a foreign company shall not issue annuities or policies of endowment insurance in Canada.
Marginal note:Transitional
(4) A certificate of registry issued to a foreign entity under the Foreign Insurance Companies Act or Part VIII of the Canadian and British Insurance Companies Act, or any other authorization, that had not expired or been withdrawn before June 1, 1992 is deemed to be an order made under subsection 574(1) and the foreign entity remains subject to any and all other conditions and limitations contained in the certificate or other authorization.
(2) Subsection 573(5) of the French version of the Act is replaced by the following:
Marginal note:Maintien des branches d’assurance
(5) La branche d’assurance énoncée dans le certificat d’enregistrement ou l’autre autorisation de fonctionnement visés au paragraphe (4) est réputée être énoncée dans l’agrément autorisant la société étrangère à garantir au Canada des risques.
Marginal note:1996, c. 6, s. 84; 1997, c. 15, s. 301; 1999, c. 28, s. 125
260. Sections 574 and 575 of the Act are replaced by the following:
Marginal note:Application for order
574. (1) On application by a foreign entity, the Superintendent may, with the approval of the Minister but subject to the other provisions of this Part, make an order approving the insuring in Canada of risks by the foreign entity.
Marginal note:Reciprocal treatment
(2) If the application is made by a foreign entity that is not controlled by a WTO Member resident, the Minister shall not approve the making of an order under subsection (1) unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign entity principally carries on business, either directly or through a subsidiary.
Marginal note:Prohibited names
575. (1) An order made under subsection 574(1) may not provide for the use of a name that
(a) is prohibited by an Act of Parliament;
(b) is, in the opinion of the Superintendent, deceptively misdescriptive;
(c) is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing trade-mark, trade name or corporate name of a body corporate, except where
(i) the trade-mark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name, and
(ii) consent to the use of the trade-mark, trade name or corporate name is signified to the Superintendent in any manner that the Superintendent may require;
(d) is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or
(e) is reserved under section 45 for a company or society or proposed company or society.
Marginal note:Affiliated entity
(2) Despite subsection (1), an order made under subsection 574(1) may provide for the use of a name that is the same or substantially the same as that of an entity with which the foreign entity is affiliated, within the meaning of subsection 6(2), if that other entity consents to the use of the name.
Marginal note:Representations to Superintendent
(3) If the Superintendent does not make an order for one of the reasons specified in subsection (1), he or she must, by a notice in writing to that effect, give the foreign entity and any other interested party an opportunity to make representations.
Marginal note:1996, c. 6, s. 84
261. Subsection 576(2) of the Act is repealed.
Marginal note:1996, c. 6, s. 84
262. Subsection 577(1) of the Act is replaced by the following:
Marginal note:Direction to change of name
577. (1) If through inadvertence or otherwise a foreign company is permitted by an order made under subsection 574(1) to insure risks under a name that is prohibited by section 575, the Superintendent may direct the foreign company to change the name without delay.
263. Section 578 of the Act is replaced by the following:
Marginal note:French, English or foreign form of name
578. (1) The name under which a foreign company is authorized to insure risks, as set out in the order made under subsection 574(1), may be in an English form, a French form, an English form and a French form, a combined English and French form or a form combining words in a language other than English or French with one of the forms specified in this subsection.
Marginal note:Other name
(2) Subject to subsections (3) and (4), a foreign company may carry on its insurance business in Canada under a name other than the name set out in the order made under subsection 574(1) in respect of the foreign company.
Marginal note:Direction to change name
(3) If a foreign company carries on its insurance business in Canada under a name other than a name set out in the order made under subsection 574(1) in respect of the foreign company, the Superintendent may direct the foreign company not to use that other name if the Superintendent is of the opinion that the other name is a name referred to in any of paragraphs 575(1)(a) to (e).
Marginal note:Publication of name
(4) A foreign company shall set out, or cause to be set out, its name and, if different, the name under which it is authorized to insure risks, in legible characters in all contracts, premium notices, applications for policies, policies, negotiable instruments and other documents evidencing rights and obligations with respect to other parties that are issued or made by or on behalf of the foreign company.
Marginal note:Publication of statement
(5) A foreign company shall set out or cause to be set out in legible characters in all premium notices, applications for policies and policies that are issued or made by or on behalf of the foreign company a statement that the document was issued or made in the course of its insurance business in Canada.
Marginal note:Continuation of registered names
(6) The name of a foreign company, as set out in a certificate of registry referred to in subsection 573(4), or in any other authorization, is deemed to be set out in an order of the Superintendent made under subsection 574(1) in respect of the foreign company.
Marginal note:1997, c. 15, s. 302
264. Subsections 579(1) and (2) of the Act are replaced by the following:
Marginal note:Application
579. (1) An application for an order under subsection 574(1) must be filed with the Superintendent, together with the information, material and evidence that the Superintendent may require, including
(a) documents relating to the constitution of the foreign entity;
(b) a power of attorney to the chief agent appointed under subsection (3), in the form that the Superintendent may require;
(c) a statement, in the form that the Superintendent may require, of the financial condition of the foreign entity and of the business of insurance undertaken by the foreign entity, and any additional statements or information that the Superintendent may require as to its solvency and its ability to meet all of its obligations;
(d) evidence satisfactory to the Superintendent that the foreign entity is authorized under the laws of the country where it is incorporated or formed to insure risks within each class of insurance in Canada that that foreign entity has applied to insure;
(e) in the case of a foreign fraternal benefit society,
(i) a report of an actuary appointed by the foreign fraternal benefit society, in the form that the Superintendent may require, on the results of an actuarial valuation made by the actuary, as of the preceding December 31 or as of any later date specified by the Superintendent, of each of the benefit funds maintained by the foreign fraternal benefit society, having regard to the prospective liabilities of and contributions to each fund, and
(ii) the opinion of the actuary that the assets of the foreign fraternal benefit society applicable to each fund, taken at the value accepted by the Superintendent, together with the premiums, dues and other contributions to be received after the date of the valuation from the members according to the scale in force at the date of the valuation, are sufficient to provide for the payment at maturity of all of the obligations of the fund without deduction or abatement; and
(f) a copy of the resolution respecting the investment and lending policies, standards and procedures that the foreign entity is to establish and adhere to in accordance with subsection 615(1).
Marginal note:Contents of power of attorney
(2) A power of attorney referred to in paragraph (1)(b) must expressly authorize the chief agent to receive all notices under the laws of Canada from the Minister or the Superintendent.
Marginal note:2005, c. 54, s. 299
265. Sections 580 and 581 of the Act are replaced by the following:
Marginal note:Publishing notice of intention
580. Before filing an application referred to in subsection 579(1), a foreign entity must, at least once a week for four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where its chief agency is to be situated if it is granted an order under subsection 574(1).
Marginal note:Conditions for order
581. (1) The Superintendent shall not make an order under subsection 574(1) in respect of a foreign entity until it has been shown to the satisfaction of the Superintendent that all relevant requirements of this Act have been complied with and that the foreign entity has
(a) vested in trust assets having a prescribed value;
(b) appointed an actuary under section 623 and an auditor under section 633; and
(c) established its chief agency.
Marginal note:Conditions of order
(2) The order may contain any conditions or limitations that are consistent with this Act and that the Superintendent considers appropriate.
266. Section 582 of the English version of the Act is replaced by the following:
Marginal note:Permissible securities
582. (1) The assets of a foreign entity to be vested in trust are to consist of unencumbered securities of or guaranteed by Canada or a province.
Marginal note:Other permissible securities
(2) The assets of a foreign entity to be vested in trust may also consist of other securities at the accepted value and on the conditions established by the Superintendent.
267. Section 583 of the Act is replaced by the following:
Marginal note:Contents of order
583. An order made under subsection 574(1) in respect of a foreign company must set out
(a) the name of the foreign company and, if different, the name under which it is authorized to insure risks;
(b) the day on which the order becomes effective;
(c) the classes of insurance risks that the foreign company is authorized to insure; and
(d) the conditions or limitations that are consistent with this Act that are considered appropriate by the Superintendent.
268. Subsection 584(1) of the Act is replaced by the following:
Marginal note:Public notice
584. (1) On the making of an order under subsection 574(1) in respect of a foreign company, the foreign company must publish a notice of the making of the order in a newspaper in general circulation at or near the place where its chief agency is located.
Marginal note:2005, c. 54, s. 300
269. The portion of section 585 of the Act before paragraph (a) is replaced by the following:
Marginal note:Publication of list
585. Unless the regulations provide otherwise, the Superintendent shall cause to be published quarterly in the Canada Gazette a list of
270. Subsection 586(1) of the Act is replaced by the following:
Marginal note:Variations
586. (1) In respect of an order made under subsection 574(1) in respect of a foreign company, the Superintendent may at any time, by further order,
(a) specify additional classes of insurance risks that the foreign company is authorized to insure;
(b) make the order subject to conditions or limitations that are consistent with this Act and that are considered appropriate by the Superintendent; or
(c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject.
Marginal note:Representations
(2) Before making any such further order, the Superintendent must give the foreign company an opportunity to make representations regarding that further order.
Marginal note:1997, c. 15, s. 303; 1999, c. 1, s. 9; 2001, c. 9, s. 442; 2005, c. 54, s. 301
271. Sections 587 and 587.1 of the Act are replaced by the following:
Marginal note:Change of chief agent
587. (1) A foreign company that changes its chief agent shall, without delay after doing so, file with the Superintendent a further power of attorney appointing the new chief agent.
Marginal note:Change of address
(2) A foreign company that changes the address of its chief agency shall, within 15 days after doing so, send a notice of the change of address to the Superintendent.
Marginal note:Restricted transactions
587.1 (1) Except in accordance with this section or an order made under subsection 678.6(1), a foreign company shall not cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies.
Marginal note:Approval of the Superintendent
(2) A foreign company may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies, by one or more of the following entities:
(a) a company or society;
(b) another foreign company that, in Canada, reinsures those risks; or
(c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate.
Marginal note:Prescribed transactions
(3) The approval of the Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.
Marginal note:Procedure
(4) The foreign company must, at least 30 days before it applies for the Superintendent’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation at or near the place where its chief agency is situated stating the day on or after which it will apply.
Marginal note:Information
(5) If a foreign company publishes a notice referred to in subsection (4), the Superintendent may direct the foreign company to provide its policyholders with any information that the Superintendent may require.
Marginal note:Report of independent actuary
(6) An application for approval must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.
Marginal note:Inspection
(7) If a foreign company publishes a notice referred to in subsection (4), it must make the agreement for the transaction that the Superintendent is asked to approve available at its chief agency for the inspection of its policyholders for at least 30 days after the publication of the notice and must provide a copy of the agreement to any policyholder who requests one by writing to the chief agency.
Marginal note:Superintendent may shorten periods
(8) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (4) and (7).
Marginal note:Regulations
(9) The Governor in Council may make regulations respecting the circumstances in which foreign companies are deemed to be causing themselves to be reinsured, on an assumption basis, against risks undertaken under their policies.
Marginal note:Approval by Superintendent
587.2 A transaction referred to in subsection 587.1(2) has no effect until it has been approved by the Superintendent.
Marginal note:Notice to Superintendent
587.3 (1) A foreign company proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent.
Marginal note:Information
(2) After receiving the notice, the Superintendent may direct the foreign company to provide its policyholders with any information that the Superintendent may require.
Marginal note:1997, c. 15, s. 304
272. Sections 588 and 589 of the Act are replaced by the following:
Marginal note:Restriction to reinsurance
588. (1) A foreign company may reinsure, but shall not otherwise insure, a risk falling within a class of insurance specified in the order made under subsection 574(1) in respect of the foreign company if the order limits the foreign company to the reinsurance of those risks.
Marginal note:Continuation of certificate conditions
(2) A condition that limits a foreign company to the reinsurance of risks falling within a class of insurance and that is contained in a certificate of registry issued under the Foreign Insurance Companies Act or under Part VIII of the Canadian and British Insurance Companies Act, or in any other authorization, that had not expired or been withdrawn before June 1, 1992 is deemed to be a condition in an order made under subsection 574(1) in respect of the foreign company.
Marginal note:No new foreign composite companies
589. The Superintendent may not make or vary an order made under subsection 574(1) in respect of a foreign company if the foreign company would as a result be permitted to insure both risks falling within the class of life insurance and risks falling within any other class of insurance other than accident and sickness insurance, credit protection insurance and other approved products insurance.
273. Subsection 590(1) of the Act is replaced by the following:
Marginal note:Saving for existing foreign composite companies
590. (1) Despite section 589, subsections 573(4) and 588(2) permit a foreign company to which was issued under the Foreign Insurance Companies Act or Part VIII of the Canadian and British Insurance Companies Act a certificate of registry or other authorization specifying both risks falling within the class of life insurance and risks falling within some other class of insurance, other than accident and sickness insurance, accident insurance, personal accident insurance and sickness insurance, to insure those risks.
274. (1) Subsection 591(1) of the Act is replaced by the following:
Marginal note:Compensation association
591. (1) Every foreign company that is insuring risks that fall within a class of insurance shall become and remain a member of any compensation association designated by order of the Minister for that class of insurance.
Marginal note:1997, c. 15, s. 305
(2) Paragraphs 591(2)(c) and (d) of the Act are replaced by the following:
(c) in respect of the insuring in Canada of risks against the loss of, or damage to, property caused by fire, by lightning, by an explosion due to ignition, by smoke or by breakage of or leakage from a sprinkler, from other fire protection equipment or from another fire protection system by a foreign company that is a member of the Fire Mutuals Guarantee Fund; or
(d) to a foreign company that is a foreign fraternal benefit society or an exchange.
275. Paragraph 592(a) of the Act is replaced by the following:
(a) insure risks under policies, or
Marginal note:1996, c. 6, par. 167(1)(h); 1997, c. 15, s. 306
276. Sections 594 and 595 of the Act are replaced by the following:
Marginal note:Claims against segregated funds
594. A claim against a segregated fund maintained as required by section 593 under a policy or for an amount in respect of which the fund is maintained has priority over any other claim against the assets of that fund, including the claims referred to in section 161 of the Winding-up and Restructuring Act, except to the extent that the payment of that other claim is secured by a security interest in or on a specific, identifiable asset of the segregated fund.
Marginal note:Restriction of claims
595. The liability of a foreign company under a policy or for an amount in respect of which a segregated fund is maintained pursuant to section 593
(a) does not, except to the extent that the assets of the fund are insufficient to satisfy a claim for any minimum amount that the foreign company agrees to pay under the policy or in respect of the amount, give rise to a claim against any assets in Canada of the foreign company, other than the assets of that fund,
but
(b) to the extent that the assets of the fund are insufficient to satisfy such a claim, gives rise to a claim against the assets in Canada of the foreign company, other than the assets of that fund, that has the priority referred to in subsection 161(2) of the Winding-up and Restructuring Act.
277. Subsection 596(1) of the Act is replaced by the following:
Marginal note:Regulations
596. (1) The Governor in Council may make regulations limiting the extent to which foreign companies may cause themselves to be reinsured against risks undertaken under their policies.
278. Subsection 597(1) of the Act is replaced by the following:
Marginal note:Restriction re related parties
597. (1) Except with the approval of the Superintendent, a foreign company may cause itself to be reinsured, in respect of risks undertaken under its policies, by a related party of the foreign company only if the related party is
(a) a company; or
(b) a foreign company that, in Canada, reinsures those risks.
279. Section 602 of the Act is replaced by the following:
Marginal note:Disclosing borrowing costs — advances
602. If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a foreign company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, in the prescribed manner, been disclosed by the foreign company or otherwise as prescribed to the policyholder at or before the time when the advance is made.
Marginal note:2001, c. 9, s. 444(1)
280. (1) Subsection 604(1) of the Act is replaced by the following:
Marginal note:Procedures for dealing with complaints
604. (1) A foreign company shall
(a) establish procedures for dealing with complaints made by persons having requested or received products or services in Canada from the foreign company;
(b) designate one of its officers or employees in Canada, or an agent in Canada, to be responsible for implementing those procedures; and
(c) designate one or more of its officers or employees in Canada, or agents in Canada, to receive and deal with those complaints.
(2) Section 604 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) A foreign company shall make its procedures established under paragraph (1)(a) available
(a) on its websites through which products or services are offered in Canada; and
(b) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) A foreign company shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
Marginal note:2001, c. 9, s. 444(1)
281. Section 604.1 of the Act is replaced by the following:
Marginal note:Obligation to be member of complaints body
604.1 In any province, if there is no law of the province that makes a foreign company subject to the jurisdiction of an organization that deals with complaints made by persons having requested or received products or services in the province from a foreign company, the foreign company shall be a member of an organization in Canada that is not controlled by it and that deals with those complaints that have not been resolved to the satisfaction of the persons under procedures established under paragraph 604(1)(a).
Marginal note:2001, c. 9, s. 444(1)
282. Subsection 605(1) of the Act is replaced by the following:
Marginal note:Information on contacting Agency
605. (1) A foreign company shall, in the prescribed manner, provide a person in Canada requesting or receiving a product or service in Canada from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 601(3), a payment, credit or charge card referred to in subsection 601(2), the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the foreign company under a consumer provision.
Marginal note:2001, c. 9, s. 445
283. Subparagraph 607.1(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
284. The Act is amended by adding the following after section 607.1:
Marginal note:Provisions that do not apply
607.2 (1) Sections 598 to 607.1 do not apply in respect of a foreign company if
(a) the order made under subsection 574(1) in respect of the foreign company restricts it to the reinsurance of risks within a class of insurance specified in the order;
(b) the foreign company has provided the Commissioner with a declaration stating that it is not dealing with a prescribed group of consumers; and
(c) after providing the declaration, the foreign company continues to not deal with that prescribed group.
Marginal note:Notice if action taken that causes provisions to apply
(2) The foreign company must give notice to the Commissioner if it subsequently deals with the prescribed group referred to in the declaration.
285. The heading before section 608 of the Act is replaced by the following:
Adequacy of Assets
Marginal note:2001, c. 9, s. 446
286. (1) Subsection 608(1) of the Act is replaced by the following:
Marginal note:Adequacy of assets and appropriate forms of liquidity
608. (1) A foreign company shall maintain in Canada an adequate margin of assets over liabilities in respect of its insurance business in Canada as shown in the records it is required to maintain under section 647, and adequate and appropriate forms of liquidity, and shall comply with any regulations in relation to an adequate margin of assets over liabilities and adequate and appropriate forms of liquidity.
Marginal note:2001, c. 9, s. 446
(2) Subsection 608(4) of the Act is replaced by the following:
Marginal note:Directives
(4) Even though a foreign company is complying with regulations made under paragraph 610(1)(a) or guidelines made under subsection (3), the Superintendent may, by order, direct the foreign company to increase the margin of its assets over its liabilities that it is required to maintain in Canada or to provide additional liquidity in the forms and the amounts that the Superintendent requires.
287. (1) Subsection 609(1) of the Act is replaced by the following:
Marginal note:Adequacy of assets
609. (1) A foreign company shall, in relation to each class of insurance risks that it is permitted to insure, maintain in Canada, in accordance with the regulations, assets the total value of which shall be determined in accordance with the regulations.
Marginal note:1996, c. 6, s. 88
(2) Subsection 609(2) of the Act is replaced by the following:
Marginal note:Directives
(2) Even though a foreign company is complying with regulations made under paragraph 610(1)(b) or guidelines made under subsection (1.1), the Superintendent may, by order, direct the foreign company to increase the assets that it is required to maintain in Canada.
288. The heading before section 610 of the Act is repealed.
289. The heading before section 611 of the Act is repealed.
290. (1) Paragraph 612(1)(d) of the Act is replaced by the following:
(d) a loan made in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:1997, c. 15, s. 315
(2) Subsection 612(2) of the Act is replaced by the following:
Marginal note:Exception
(2) Despite paragraphs (1)(a) and (c), a foreign company may vest in trust a substantial investment in an entity that is primarily engaged in
(a) holding, managing or otherwise dealing with real property; or
(b) holding shares or ownership interests in entities that are primarily engaged in any of the activities referred to in paragraph (a).
291. Section 614 of the Act is replaced by the following:
Marginal note:Non-application
614. (1) Sections 612 and 615 to 620 do not apply in respect of assets of a foreign company held in relation to a segregated fund maintained pursuant to section 593.
Marginal note:Exclusion of liabilities of segregated funds
(2) A reference in sections 615 to 619 and in regulations made under section 620 to the assets in Canada or the liabilities in Canada of a foreign company does not include liabilities of the foreign company for the policies and amounts in respect of which a segregated fund is maintained pursuant to section 593.
292. Sections 616 to 619 of the Act are replaced by the following:
Marginal note:Lending limit — foreign life companies
616. (1) The total accepted value of commercial loans vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Marginal note:Lending limit — foreign composite companies
(2) The total accepted value of the commercial loans and loans to natural persons vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Consumer and Commercial Lending by Foreign Property and Casualty Companies and Foreign Marine Companies
Marginal note:Lending limit — foreign property and casualty companies and foreign marine companies
617. The total accepted value of the commercial loans and loans to natural persons vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.
Real Property
Marginal note:Limit on total property interest — foreign life companies
618. (1) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Marginal note:Limit on total property interest — foreign composite companies
(2) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Marginal note:Limit on total property interest — foreign property and casualty companies and foreign marine companies
(3) The total accepted value of interests in real property vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.
Equities
Marginal note:Limit on equity acquisitions — foreign life companies
619. (1) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Marginal note:Limit on equity acquisitions — foreign composite companies
(2) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign life company for the classes of insurance, other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.
Marginal note:Limit on equity acquisitions — foreign property and casualty companies and foreign marine companies
(3) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.
293. The portion of section 622 of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
622. A foreign company may vest in trust an asset if the asset was acquired through a transaction described in any of sections 524 to 533 and
294. The heading before section 633 of the Act is replaced by the following:
Interpretation
Marginal note:Definitions
632.1 In sections 634 to 643, the expressions “firm of accountants” and “member” have the meanings assigned to those expressions by section 336.
Appointment
295. Subsection 634(3) of the English version of the Act is replaced by the following:
Marginal note:Notice of designation
(3) Within 15 days after the appointment of a firm of accountants as auditor of a foreign company, the foreign company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the foreign company on behalf of the firm and the foreign company shall without delay notify the Superintendent in writing of the designation.
296. Subsection 643(2) of the Act is replaced by the following:
Marginal note:Special examination
(2) In respect of the insurance business in Canada of a foreign company, the Superintendent may, in writing, require that the auditor of the foreign company make a particular examination relating to the adequacy of the procedures adopted by the foreign company for the safety of its creditors and policyholders, or any other examination that, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent on the examination.
297. (1) Paragraph 647(1)(c) of the Act is replaced by the following:
(c) with respect to its insurance business in Canada, records showing, for each customer of, or claimant under a policy issued by, the foreign company, the amount owing to the foreign company and the nature of the liabilities of the foreign company to the customer or claimant.
(2) Subsection 647(2) of the English version of the Act is replaced by the following:
Marginal note:Standards for record keeping
(2) The records described in paragraphs (1)(b) and (c) shall be kept in a manner that enables the chief agent of the foreign company to provide the Superintendent with the information required by section 664 and with the annual return required by subsection 665(2).
Marginal note:1996, c. 6, s. 90 and par. 167(1)(h)
298. The heading before section 650 and sections 650 to 655 of the Act are replaced by the following:
Release of Assets
Marginal note:Application for release of assets in Canada
650. A foreign company that proposes to cease to insure in Canada risks may apply to the Superintendent for the release of its assets in Canada.
Marginal note:Conditions of release
651. Except as otherwise provided in this Act, the Superintendent may, by order, authorize the release of the assets in Canada of a foreign company if the foreign company
(a) has, in respect of its policies,
(i) obtained their surrender,
(ii) transferred them,
(iii) caused itself to be reinsured, on an assumption basis, against the risks undertaken under them, or
(iv) otherwise discharged its liabilities under them, or provided for their discharge in a manner satisfactory to the Superintendent;
(b) has discharged all of its obligations, other than liabilities under its policies, or provided for them in a manner satisfactory to the Superintendent; and
(c) has provided the Superintendent with proof of the publication, for four consecutive weeks, in the Canada Gazette and in at least one newspaper of general circulation at or near the place where the chief agency of the foreign company is situated, of a notice that it will apply to the Superintendent for the release of its assets in Canada on a day specified in the notice, which must be at least six weeks after the date of the notice, and calling on its creditors and policyholders opposing that release to file their opposition with the Superintendent on or before the day.
Marginal note:Release of assets to liquidator
652. Despite sections 650 and 651, the assets in Canada of a foreign company that is in liquidation may, on the order of any court having jurisdiction under the Winding-up and Restructuring Act, be released to the liquidator.
Marginal note:Revocation of order
653. The Superintendent may revoke the order made under subsection 574(1) in respect of a foreign company if in the opinion of the Superintendent the foreign company is not insuring in Canada risks, or if the foreign company does not
(a) provide information to the Superintendent as required by section 664;
(b) provide the annual return to the Superintendent as required by section 665;
(c) permit the examination authorized by section 648 or 674; or
(d) provide any information in its possession or control that is requested for the purpose of any such examination.
Marginal note:Deemed revocation
654. An order made under subsection 574(1) in respect of a foreign company is deemed to be revoked when an order is made under section 651 or 652 authorizing the release of its assets in Canada.
299. Subsection 665(3) of the Act is repealed.
Marginal note:2001, c. 9, s. 460(1)
300. Paragraph 678.1(1)(b) of the Act is replaced by the following:
(b) that is the subject of a direction made under section 676 or an order made under subsection 515(3).
Marginal note:2001, c. 9, s. 461
301. Subparagraph 678.2(1)(b)(iii) of the Act is replaced by the following:
(iii) an order made under subsection 515(3),
Marginal note:2001, c. 9, s. 461
302. Subparagraph 678.3(1)(a)(i) of the Act is replaced by the following:
(i) have been specified by the Superintendent by way of conditions or limitations in respect of the order made under subsection 574(1) in respect of the foreign company, or
Marginal note:2001, c. 9, s. 461
303. Subparagraph 678.4(1)(b)(iv) of the Act is replaced by the following:
(iv) a condition or limitation in respect of the order made under subsection 574(1) in respect of the foreign company, or
Marginal note:2001, c. 9, s. 462
304. Subsection 678.5(1) of the Act is replaced by the following:
Marginal note:Direction to transfer policies or to reinsure risks — society
678.5 (1) If the circumstances described in any of paragraphs 679(1.1)(a) to (e) or (g) exist in respect of a society, the Superintendent may, by order, subject to any terms and conditions the Superintendent may specify, direct it to transfer all or any portion of its policies to, or cause itself to be reinsured, against all or any portion of the risks undertaken under its policies, by any company, society, foreign company or body corporate incorporated or formed by or under the laws of a province that is authorized to transact the classes of insurance to be so transferred or reinsured.
Marginal note:2001, c. 9, s. 462
305. Subsection 678.6(1) of the Act is replaced by the following:
Marginal note:Direction to transfer policies or to reinsure risks — foreign fraternal benefit society
678.6 (1) If the circumstances described in any of paragraphs 679(1.2)(a) to (d) or (f) exist in respect of a foreign fraternal benefit society, the Superintendent may, by order, subject to any terms and conditions the Superintendent may specify, direct it to transfer all or any portion of its policies in respect of its insurance business in Canada to, or cause itself to be reinsured, against all or any portion of the risks undertaken under those policies, by any company, society, foreign company or body corporate incorporated or formed by or under the laws of a province that is authorized to transact the classes of insurance to be so transferred or reinsured.
Marginal note:2001, c. 9, s. 463(2)
306. (1) Paragraph 679(1.1)(f) of the Act is replaced by the following:
(f) the company, society or provincial company has failed to comply with an order of the Superintendent made under subsection 515(3) to increase its capital or with an order of the Superintendent made under subsection 678.5(1); or
Marginal note:1996, c. 6, s. 96
(2) Paragraph 679(1.2)(c) of the Act is replaced by the following:
(c) its assets in Canada are not, in the opinion of the Superintendent, sufficient to give adequate protection to its policyholders and creditors in respect of its insurance business in Canada;
Marginal note:2001, c. 9, s. 463(4)
(3) Paragraph 679(1.2)(f) of the Act is replaced by the following:
(f) in the opinion of the Superintendent, any other state of affairs exists in respect of the foreign company that may be materially prejudicial to the interests of the foreign company’s policyholders or creditors in respect of its insurance business in Canada, or to the interests of the owners of any assets under the foreign company’s administration in Canada, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the foreign company or its holding body corporate.
Marginal note:1996, c. 6, s. 96
(4) Subsection 679(2) of the Act is replaced by the following:
Marginal note:Objectives of Superintendent
(2) If the Superintendent has, under subsection (1), control of the assets of a company, society, provincial company or foreign company referred to in that subsection, the Superintendent may do all things necessary or expedient to protect the rights and interests of the policyholders and creditors of the company, society or provincial company or the policyholders and creditors in respect of the foreign company’s insurance business in Canada.
307. Paragraph 686(1)(b) of the Act is replaced by the following:
(b) ascertain the portion of the expenses described in paragraph (a) that were incurred by the company, society, foreign company or provincial company in respect of its policies of accident and sickness insurance, its policies of life insurance and annuity and its other policies by multiplying those expenses by
A/D, B/D and C/D, respectively,
where
A, B and C represent the total of the gross premium income of the company, society, foreign company or provincial company, as determined by the Superintendent, in respect of
(i) its policies of accident and sickness insurance,
(ii) its policies of life insurance and annuities, and
(iii) its other policies,
respectively, during the period referred to in the description of D, and
D represents the total of the gross premium income of the company, society, foreign company or provincial company, as determined by the Superintendent, during the period of five calendar years preceding the first to occur of the calendar year in which the Superintendent took control of the company, society or provincial company, or in the case of a foreign company, the assets, and that in which a winding-up order was issued in respect of the company, society, foreign company or provincial company.
308. Section 687 of the Act is replaced by the following:
Marginal note:Assessment
687. As soon as possible after ascertaining the portions described in paragraph 686(1)(b), the Superintendent shall, subject to this section and to the extent and in the manner that the Governor in Council may prescribe, assess those portions against each company, society, foreign company and provincial company, other than the company, society, foreign company or provincial company in respect of which the expenses were incurred, in the following proportion:
A/B
where
A
represents the net premiums during the immediately preceding calendar year of the company, society, foreign company or provincial company from
(i) policies of accident and sickness insurance,
(ii) policies of life insurance and annuities, or
(iii) other policies; and
B
represents the total net premiums during the immediately preceding calendar year of all companies, societies, foreign companies and provincial companies, other than the company, society, foreign company or provincial company in respect of which the expenses were incurred, from
(i) policies of accident and sickness insurance,
(ii) policies of life insurance and annuities, or
(iii) other policies.
309. (1) The definition “special insurance” in subsection 688(2) of the Act is repealed.
(2) The definitions “gross premium income” and “net premiums” in subsection 688(2) of the Act are replaced by the following:
“gross premium income”
« produit brut »
“gross premium income” of a company, society, foreign company or provincial company means its premium income from its insurance business in Canada calculated without reduction in respect of reinsurance premiums paid or payable;
“net premiums”
« primes nettes »
“net premiums” of a company, society, foreign company or provincial company means its gross premium income less
(a) premiums paid or payable in respect of the reinsurance of risks undertaken under its policies in respect of its insurance business in Canada, and
(b) dividends paid or allowed by it to its policyholders in respect of its insurance business in Canada.
Marginal note:2001, c. 9, s. 465; 2006, c. 4, s. 201.1
310. Section 707 of the Act is replaced by the following:
Marginal note:Sunset provision
707. (1) Subject to subsections (2) and (3), insurance holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which insurance holding companies may continue to carry on business. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), insurance holding companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.
Marginal note:2001, c. 9, s. 465
311. Paragraph 725(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 465
312. Subsection 726(1) of the Act is replaced by the following:
Marginal note:Transferring to other Acts
726. (1) An insurance holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister.
Marginal note:2001, c. 9, s. 465
313. The portion of section 731 of the Act before paragraph (a) is replaced by the following:
Marginal note:Affiliated insurance holding company
731. Despite section 730 and subject to section 732, an insurance holding company that is affiliated with another entity may, with the consent of that entity,
Marginal note:2005, c. 54, s. 370(2)
314. Subsection 745(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
Marginal note:2001, c. 9, s. 465
315. Subsection 754(2) of the Act is replaced by the following:
Marginal note:Restrictions on purchase and redemption
(2) An insurance holding company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that it is, or the payment would cause it to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
316. The Act is amended by adding the following after section 755:
Marginal note:Exception — conditions before acquisition
755.1 (1) An insurance holding company may permit any of its subsidiaries to acquire shares of the insurance holding company through the issuance of those shares by the insurance holding company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If an insurance holding company permits any of its subsidiaries to acquire shares of the insurance holding company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 702 and subsection 749(2), the insurance holding company must comply with the prescribed requirements.
Marginal note:2001, c. 9, s. 465
317. (1) Subsection 757(2) of the Act is replaced by the following:
Marginal note:Limitation
(2) An insurance holding company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the insurance holding company is, or the reduction would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
(2) Section 757 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 331(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 465
318. (1) Subsection 761(2) of the Act is replaced by the following:
Marginal note:Notice to Superintendent
(2) The directors of an insurance holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 465
(2) Subsection 761(4) of the Act is replaced by the following:
Marginal note:When dividend not to be declared
(4) The directors of an insurance holding company shall not declare and an insurance holding company shall not pay a dividend if there are reasonable grounds for believing that the insurance holding company is, or the payment would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
Marginal note:2001, c. 9, s. 465
319. Subsection 796(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of an insurance holding company that is a subsidiary of a foreign institution and a majority of the directors of any other insurance holding company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 465
320. Section 859 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
859. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 860(4) by the shareholders of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:2001, c. 9, s. 465
321. Paragraph 866(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 465; 2005, c. 54, s. 346
322. Section 876 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
876. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Insurance holding company
(2) An insurance holding company shall without delay comply with any direction issued under subsection (1).
Marginal note:2001, c. 9, s. 465
323. (1) The portion of subsection 927(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
927. (1) Il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société de portefeuille d’assurances ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 465
(2) Subsection 927(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of an insurance holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the insurance holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 465
324. Section 932 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
932. (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of an insurance holding company without the approval of the Minister.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), an insurance holding company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the insurance holding company through an acquisition for which the approval of the Minister is required under subsection (1).
325. Section 969 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, an insurance holding company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If an insurance holding company decides to exercise its right under subsection (5), the insurance holding company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 465
326. (1) Paragraph 971(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 465
(2) Paragraph 971(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” as defined in subsection 490(1); and
(3) Section 971 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a company is permitted to engage in under subsection 441(1.1), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 465
(4) Paragraph 971(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 441(1)(d);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 441(1)(d.1); or
Marginal note:2001, c. 9, s. 465
(5) Paragraph 971(7)(a) of the Act is replaced by the following:
(a) the insurance holding company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the insurance holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 465
327. Subsections 974(3) and (4) of the Act are replaced by the following:
Marginal note:Temporary investment
(3) If an insurance holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 971(5) if the insurance holding company had acquired the control, or acquired or increased the substantial investment, under section 971, the insurance holding company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(4) If an insurance holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 971(6) if the insurance holding company had acquired the control, or acquired or increased the substantial investment, under section 971, the Superintendent may, on application, permit the insurance holding company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
328. (1) Section 987 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 465
(2) The portion of subsection 987(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of
Marginal note:2001, c. 9, s. 465
(3) Paragraph 987(2)(b) of the Act is replaced by the following:
(b) assets acquired or transferred under a transaction or series of transactions by a subsidiary of the insurance holding company with a financial institution as a result of the subsidiary’s participation in one or more syndicated loans with that financial institution.
Marginal note:2001, c. 9, s. 465
(4) Paragraph 987(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the insurance holding company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the insurance holding company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 887(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 465
(5) Subsection 987(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the insurance holding company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the insurance holding company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the insurance holding company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 887(4), immediately before the transfer of the asset.
Marginal note:2001, c. 9, s. 465
329. Subsection 991(1) of the French version of the Act is replaced by the following:
Marginal note:Obligation de communication
991. (1) L’entité ne s’occupant pas d’assurances dont une partie des activités commerciales consiste à fournir des services financiers ne peut contracter un emprunt au Canada auprès du public sans indiquer qu’elle n’est pas réglementée au Canada au même titre qu’une institution financière.
Marginal note:2001, c. 9, s. 465
330. Section 1016 of the Act and the heading before it are replaced by the following:
Approvals
Definition of “approval”
1016. In sections 1016.1 to 1016.6, “approval” includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Marginal note:Matters to take into account — Minister
1016.1 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Matters to take into account — Superintendent
(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Minister — terms, conditions and undertakings
1016.2 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.
Marginal note:Superintendent — terms, conditions and undertakings
(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.
Marginal note:Revocation, suspension or amendment of approval — Minister
1016.3 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Revocation, suspension or amendment of approval — Superintendent
(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Representations
(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Effect of non-compliance on approval
1016.4 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Marginal note:Non-compliance
(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may
(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.
Marginal note:Representations
(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Revocation, suspension or amendment
(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.
Marginal note:Multiple approval — other approvals
1016.5 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.
Marginal note:Exemption in relation to notices of intention
1016.6 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.
Marginal note:2001, c. 9, s. 465
331. Paragraph 1019(1)(c) of the Act is replaced by the following:
(c) applications for exemptions under subsection 164.04(3) or 789(3); and
332. The Act is amended by adding the following after section 1019:
Applications for Certain Approvals
Marginal note:Application for certain approvals
1019.1 (1) An application for the prior written approval of the Minister in respect of any of the following provisions must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require:
(a) paragraphs 441(1)(d), (d.1) and (h);
(b) paragraphs 495(7)(c), (d) and (d.1);
(c) paragraph 542(2)(a);
(d) subsection 554(5), in relation to an entity that is engaging in any activity referred to in section 441; and
(e) paragraphs 971(5)(c), (d) and (d.1).
Marginal note:Certification of receipt of application
(2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.
Marginal note:Incomplete application
(3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.
Marginal note:Notice of decision
(4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant
(a) a notice approving the application; or
(b) if the Minister is not satisfied that the application should be approved, a notice to that effect.
Marginal note:Extension of period
(5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.
Marginal note:Deemed approval
(6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.
333. The Act is amended by adding the following after section 1023:
Marginal note:False or misleading information
1023.1 Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.
Marginal note:SOR/2006-157
334. (1) The definitions “fire insurance” and “loss of employment insurance” in the schedule to the Act are repealed.
Marginal note:SOR/2006-157
(2) The definition maritimes et fluviales in the schedule to the French version of the Act is repealed.
Marginal note:SOR/2006-157
(3) Subparagraph (b)(iii) of the definition “life insurance” in the schedule to the Act is replaced by the following:
(iii) undertakes to provide an annuity — or what would be an annuity except that the periodic payments may be unequal in amount — for a term dependent solely or partly on the life of a person.
(4) The schedule to the French version of the Act is amended by adding the following in alphabetical order:
« maritime »
“marine insurance”
maritime Assurance de responsabilité pour blessures corporelles ou décès d’une personne ou pour perte ou dommage matériels, survenant soit au cours d’un voyage ou d’une expédition en mer ou sur une voie d’eau intérieure, soit à l’occasion d’un retard dans le cadre d’un tel voyage ou d’une telle expédition ou au cours d’un transport connexe qui ne se fait pas sur l’eau, ou assurance contre toute perte ou dommage matériels subis dans l’un ou l’autre de ces cas.
335. The Act is amended by replacing the expression “one billion dollars” with the expression “two billion dollars” in the following provisions:
(a) subsection 411(2);
(b) subsection 416(1);
(c) subsection 938(2); and
(d) subsection 943(1).
336. The French version of the Act is amended by replacing the expression “qui exerce une” with the expression “dont l’activité commerciale comporte une” in the following provisions:
(a) paragraphs 495(6)(b) and (c);
(b) paragraph 554(4)(b); and
(c) paragraphs 971(4)(b) and (c).
PART 41991, c. 45 AMENDMENTS TO THE TRUST AND LOAN COMPANIES ACT
337. Section 9 of the Trust and Loan Companies Act is amended by adding the following after subsection (4):
Marginal note:Contravention
(5) A person contravenes a provision of Part VII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.
Marginal note:2001, c. 9, s. 484; 2006, c. 4, s. 202
338. Section 20 of the Act is replaced by the following:
Marginal note:Sunset provision
20. (1) Subject to subsections (2) and (3), companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which companies may continue to carry on business. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.
339. Paragraph 37(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:1994, c. 24, s. 349(1)(q)(F); 2001, c. 9, s. 487
340. Sections 38 to 40 of the Act are replaced by the following:
Marginal note:Transferring to other federal Acts
38. (1) A company may
(a) apply, under the Bank Act, for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;
(b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act, for a certificate of continuance as a corporation under that Act;
(c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;
(d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company as an association under that Act, or amalgamating and continuing the company as an association under that Act; or
(e) apply, under the Insurance Companies Act, for letters patent continuing the company as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the company as a company (other than a mutual company) or an insurance holding company under that Act.
Marginal note:Conditions for approval
(2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that
(a) the company has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is situated, a notice of its intention to apply for the approval;
(b) the company is not carrying on any of the fiduciary activities referred to in section 412;
(c) unless the company is a subsidiary of another company and it uses the name of the other company in its name as permitted by section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued;
(d) the company does not hold deposits, other than deposits that are made by a person who controls the company or by a person who has a significant interest in a class of shares of the company and that are not insured by the Canada Deposit Insurance Corporation; and
(e) the application has been authorized by a special resolution.
Marginal note:Withdrawing application
(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the company may, without further approval of the shareholders, withdraw the application before it is acted on.
Marginal note:Restriction on other transfers
(4) A company may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).
Marginal note:Act ceases to apply
39. If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect.
Marginal note:2001, c. 9, s. 488
341. Section 43 of the Act is replaced by the following:
Marginal note:Affiliated company
43. Despite section 41, a company that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
Marginal note:2005, c. 54, s. 373(2)
342. Subsection 65(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
343. The Act is amended by adding the following after section 75:
Marginal note:Exception — conditions before acquisition
75.1 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 15 and subsection 69(2), the company must comply with the prescribed requirements.
344. Section 78 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 313(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 494(1)
345. (1) Subsections 82(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
82. (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 494(2)
(2) Subsection 82(5) of the Act is repealed.
Marginal note:2001, c. 9, s. 498
346. Subsection 163(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 507(2)
347. Subsection 222(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws respecting a change to the name of the company, approved by the Superintendent.
Marginal note:Letters patent
(4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.
348. Section 230 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
230. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 231(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
349. Paragraph 236(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada; and
350. Section 238 of the Act is replaced by the following:
Marginal note:Agreement to Superintendent
238. A sale agreement must be submitted to the Superintendent before it is sent to shareholders of the selling company under subsection 239(1).
351. Paragraph 243(1)(d) of the English version of the Act is replaced by the following:
(d) particulars of any authorizations, designations, conditions and limitations established by the Superintendent under subsection 57(1), (3) or (4) or 58(1) that are from time to time applicable to the company; and
352. Subsection 245(3) of the English version of the Act is replaced by the following:
Marginal note:Entitlement
(3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company within the meaning of subsection 270(1), any person — is entitled to a basic list of shareholders of the company.
Marginal note:2005, c. 54, s. 417
353. Section 250 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
250. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a company to maintain, in another country, copies of records referred to in section 243 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a company to do any of those activities in another country — the Superintendent shall direct the company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Company to comply
(2) A company shall without delay comply with any direction issued under subsection (1).
354. (1) The portion of subsection 375(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
375. (1) Il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
(2) Subsection 375(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 519
355. Section 375.1 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
375.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 521
356. Subsection 379(2) of the Act is replaced by the following:
Marginal note:Determination of day
(2) If the company has equity of two billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches two billion dollars.
Marginal note:2001, c. 9, s. 524
357. Subsection 384(1) of the Act is replaced by the following:
Marginal note:Acquisition of control permitted
384. (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of the company if a person acquires control of a company with equity of two billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person.
358. Section 413 of the Act is replaced by the following:
Marginal note:Restriction on deposit taking
413. (1) A company shall not accept deposits in Canada unless
(a) it is a member institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act;
(b) it has been authorized under subsection 26.03(1) of that Act to accept deposits without being a member institution, as defined in section 2 of that Act; or
(c) the order approving the commencement and carrying on of business in Canada by the company authorizes it to accept deposits solely in accordance with subsection (2).
Marginal note:Deposits that fall below $150,000
(2) A company referred to in paragraph (1)(b) or (c) shall ensure that, on each day that is at least 30 days after the company receives the authorization referred to in that paragraph,
A/B ≤ 0.01
where
A
is the sum of all amounts each of which is the sum of all the deposits held by the company at the end of a day in the preceding 30 days each of which deposits is less than $150,000 and payable in Canada; and
B
is the sum of all amounts each of which is the sum of all deposits held by the company at the end of a day in those preceding 30 days and payable in Canada.
Marginal note:Exchange rate
(3) For the purpose of subsection (2), the rate of exchange to be applied on any day in determining the amount in Canadian dollars of a deposit in a currency of a country other than Canada is to be determined in accordance with rules prescribed under subsection 26.03(2) of the Canada Deposit Insurance Corporation Act.
Definition of “deposit”
(4) For the purpose of subsection (2), “deposit” has the meaning that would be given to that term by the schedule to the Canada Deposit Insurance Corporation Act for the purposes of deposit insurance if that schedule were read without reference to subsections 2(2), (5) and (6) of that schedule, but does not include prescribed deposits.
Marginal note:Regulations
(5) The Governor in Council may make regulations
(a) prescribing the deposits referred to in subsection (4); and
(b) prescribing terms and conditions with respect to the acceptance of those deposits.
Marginal note:Notice before opening account or providing prescribed product
413.1 (1) Before a company referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the company shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product
(a) a notice in writing that deposits to the deposit account, or that the deposit that relates to the prescribed product, as the case may be, will not be insured by the Canada Deposit Insurance Corporation or, if the request is made by telephone, a verbal notice to that effect; and
(b) any other information that may be prescribed.
Marginal note:Other notice
(2) A company referred to in paragraph 413(1)(b) or (c) shall, in accordance with any regulations that may be made,
(a) post notices at all of its branches, and at prescribed points of service, in Canada where deposits are accepted, and on all of its websites at which deposits are accepted in Canada, to inform the public that deposits with the company are not insured by the Canada Deposit Insurance Corporation; and
(b) include in its advertisements notices to inform the public that deposits with the company are not insured by the Canada Deposit Insurance Corporation.
Marginal note:Regulations
(3) The Governor in Council may make regulations
(a) prescribing the manner in which notices referred to in subsection (1) are to be given and the additional information to be contained in the notices; and
(b) respecting notices for the purpose of subsection (2).
Marginal note:Deposits less than $150,000
413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.
Definition of “deposit”
(2) In this section, “deposit” has the meaning assigned by subsection 413(4).
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada.
Marginal note:Shared premises
413.3 (1) Subject to the regulations, no company referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are shared with those of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the company.
Marginal note:Limitation
(2) Subsection (1) only applies in respect of premises or any portion of premises on which both the company and the member institution carry on business with the public and to which the public has access.
Marginal note:Adjacent premises
(3) Subject to the regulations, no company referred to in paragraph 413(1)(b) or (c) shall carry on business in Canada on premises that are adjacent to a branch or office of a member institution, within the meaning of section 2 of the Canada Deposit Insurance Corporation Act, that is affiliated with the company, unless the company clearly indicates to its customers that its business and the premises on which it is carried on are separate and distinct from the business and premises of the affiliated member institution.
Marginal note:Regulations
(4) The Governor in Council may make regulations
(a) respecting the circumstances in which, and the conditions under which, a company referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are shared with those of a member institution referred to in subsection (1); and
(b) respecting the circumstances in which, and the conditions under which, a company referred to in paragraph 413(1)(b) or (c) may carry on business in Canada on premises that are adjacent to a branch or office of a member institution referred to in subsection (3).
359. Subsection 418(1) of the Act is replaced by the following:
Marginal note:Restriction on residential mortgages
418. (1) A company shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan.
Marginal note:2001, c. 9, s. 534
360. Subsections 419(2) and (3) of the French version of the Act are replaced by the following:
Marginal note:Ordonnace de modification
(2) Le surintendant peut, par ordonnance, enjoindre à la société de modifier ces principes selon les modalités qu’il précise dans l’ordonnance.
Marginal note:Obligation de se conformer
(3) La société est tenue de se conformer à l’ordonnance visée au paragraphe (2) dans le délai que lui fixe le surintendant.
361. Subsection 424(2) of the Act is replaced by the following:
Marginal note:Provision of information
(2) A company shall, on making a payment under subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with the following information current as of the day the payment is made, in so far as it is known to the company:
(a) in the case of a deposit,
(i) the name of the depositor in whose name the deposit is held,
(ii) the recorded address of the depositor,
(iii) the outstanding amount of the deposit, and
(iv) the branch of the company at which the last transaction took place in respect of the deposit, and the date of that last transaction; and
(b) in the case of an instrument,
(i) the name of the person to whom or at whose request the instrument was issued, certified or accepted,
(ii) the recorded address of that person,
(iii) the name of the payee of the instrument,
(iv) the amount and date of the instrument,
(v) the name of the place where the instrument was payable, and
(vi) the branch of the company at which the instrument was issued, certified or accepted.
Marginal note:Copies of signature cards and signing authorities
(2.1) A company shall, on written request by the Bank of Canada, provide the Bank of Canada with copies of signature cards and signing authorities relating to any deposit or instrument in respect of which it has made a payment under subsection (1). If it does not have any with respect to a deposit or instrument to which the request relates, it shall so inform the Bank of Canada.
362. Section 425 of the Act is replaced by the following:
Marginal note:Notice of unpaid amount
425. (1) A company shall send to each person to whom a deposit referred to in paragraph 424(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 424(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.
Marginal note:Where notice to be sent
(2) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.
Marginal note:When notice to be sent
(3) The notice must be sent during the month of January next following the end of the first two-year period, during the month of January next following the end of the first five-year period and also during the month of January next following the end of the first nine-year period
(a) in the case of a deposit made for a fixed period, after the fixed period has terminated;
(b) in the case of any other deposit, in respect of which no transaction has taken place and no statement of account has been requested or acknowledged by the creditor; and
(c) in the case of a cheque, draft or bill of exchange, in respect of which the instrument has remained unpaid.
Marginal note:Notification of transfer to the Bank of Canada
(4) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (3)(a) to (c), as the case may be, must also
(a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and
(b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.
363. The Act is amended by adding the following after section 434:
Registered Products
Marginal note:Disclosure required concerning registered products
434.1 (1) Subject to subsection (2), a company shall not open an account that is or forms part of a registered product in the name of a customer, or enter into an agreement with a customer for a prescribed product or service that is or forms part of a registered product, unless the company provides, in the prescribed manner, to the individual requesting the account or the prescribed product or service
(a) information about all charges applicable to the registered product;
(b) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the registered product;
(c) information about the company’s procedures relating to complaints about the application of any charge applicable to the registered product; and
(d) any other information that may be prescribed.
Marginal note:Regulations
(2) The Governor in Council may make regulations specifying the circumstances under which a company need not provide the information.
Definition of “registered product”
(3) In this section, “registered product” means a product that is defined to be a registered product by the regulations.
364. Section 441 of the Act is amended by adding the following after subsection (2):
Marginal note:How procedures to be made available
(3) A company shall make its procedures established under paragraph (1)(a) available
(a) in the form of a brochure, at its branches where products or services are offered in Canada;
(b) on its websites through which products or services are offered in Canada; and
(c) in written format to be sent to any person who requests them.
Marginal note:Information on contacting Agency
(4) A company shall also make prescribed information on how to contact the Agency available whenever it makes its procedures established under paragraph (1)(a) available under subsection (3).
365. The Act is amended by adding the following before section 443:
Marginal note:Charges for prescribed products or services
442.1 A company shall not, directly or indirectly, charge or receive any sum for the provision of any prescribed products or services unless the charge is made by express agreement between it and a customer or by order of a court.
366. The Act is amended by adding the following after section 443:
Marginal note:Regulations respecting the holding of funds
443.1 The Governor in Council may make regulations respecting the maximum period during which a company may hold funds in respect of specified classes of cheques or other instruments that are deposited into an account at a branch or prescribed point of service in Canada before permitting the customer in whose name the account is kept to access the funds.
Marginal note:2001, c. 9, s. 548
367. (1) Subsection 444.1(1) of the French version of the Act is replaced by the following:
Marginal note:Avis de fermeture de bureau
444.1 (1) Sous réserve des règlements pris en vertu du paragraphe (5), la société membre qui a au Canada un bureau dans lequel elle ouvre des comptes de dépôt de détail et procède à la sortie de fonds pour ses clients par l’intermédiaire d’une personne physique donne un préavis — conforme à ces règlements — de la fermeture du bureau ou de la cessation de l’une ou l’autre de ces activités.
Marginal note:2001, c. 9, s. 548
(2) Subsection 444.1(2) of the Act is replaced by the following:
Marginal note:Pre-closure meeting
(2) After notice is given but before the branch is closed or ceases to carry on the activities, the Commissioner shall, in prescribed situations, require the company to convene and hold a meeting between representatives of the company, representatives of the Agency and interested parties in the vicinity of the branch in order to exchange views about the closing or cessation of activities, including, but not limited to, alternative service delivery by the company and measures to help the branch’s customers adjust to the closing or cessation of activities.
Marginal note:2001, c. 9, s. 548
368. Subparagraph 444.3(a)(iv) of the Act is replaced by the following:
(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;
369. Subsection 449(1) of the Act is amended by adding the following in alphabetical order:
“closed-end fund”
« fonds d’investissement à capital fixe »
“closed-end fund” means an entity whose activities are limited to investing the funds of the entity so as to provide investment diversification and professional investment management to the holders of its securities, and whose securities are
(a) fixed in number and distributed to the public in an offering under a preliminary prospectus, prospectus, short-form prospectus or similar document in accordance with the laws of a province or a foreign jurisdiction;
(b) traded on an exchange or an over-the-counter market; and
(c) liquidated on a fixed future termination date, the proceeds of which are allocated to the holders of the securities on a proportional basis.
370. Section 451 of the Act is amended by adding the following after subsection (5):
Marginal note:Application of other provision
(6) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(7) If a company decides to exercise its right under subsection (6), the company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 550
371. (1) The portion of subsection 453(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Permitted investments
453. (1) Subject to subsections (4) to (6) and Part XI, a company may acquire control of, or acquire or increase a substantial investment in,
Marginal note:2001, c. 9, s. 550
(2) Paragraph 453(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 550
(3) Paragraph 453(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 449(1); and
(4) Section 453 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(d), a company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a company is permitted to engage in under paragraph 410(1)(d.1), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 550
(5) Paragraphs 453(4)(b) and (c) of the French version of the Act are replaced by the following:
b) s’agissant d’une entité dont l’activité commerciale comporte une activité visée à l’alinéa (2)a) et qui exerce, dans le cadre de son activité commerciale, des activités d’intermédiaire financier comportant des risques importants de crédit ou de marché, notamment une entité s’occupant d’affacturage, une entité s’occupant de crédit-bail ou une entité s’occupant de financement, elle ne peut le faire que si :
(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)d),
(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 459a) à acquérir ou augmenter l’intérêt;
c) s’agissant d’une entité dont l’activité commerciale comporte une activité visée à l’alinéa (2)b), y compris une entité s’occupant de financement spécial, elle ne peut le faire que si :
(i) soit elle la contrôle ou en acquiert de la sorte le contrôle, au sens de l’alinéa 3(1)d),
(ii) soit elle est autorisée par règlement pris en vertu de l’alinéa 459a) à acquérir ou à augmenter l’intérêt,
(iii) soit, sous réserve des modalités éventuellement fixées par règlement, les activités de l’entité ne comportent pas l’acquisition ou la détention du contrôle d’une entité visée aux alinéas a) ou b) ou d’une entité qui n’est pas une entité admissible, ni d’actions ou de titres de participation dans celle-ci.
Marginal note:2001, c. 9, s. 550
(6) Paragraph 453(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or
Marginal note:2001, c. 9, s. 550
(7) Paragraph 453(7)(a) of the Act is replaced by the following:
(a) the company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 550
372. Subsections 456(4) and (5) of the Act are replaced by the following:
Marginal note:Temporary investment
(4) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 453(5) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(5) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 453(6) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the Superintendent may, on application, permit the company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
373. Subsection 457(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.
374. (1) Section 470 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 550
(2) Subsections 470(2) and (3) of the Act are replaced by the following:
Marginal note:Exceptions
(2) Subsection (1) does not apply in respect of
(a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (v) of the definition “commercial loan” in subsection 449(1);
(b) assets acquired or transferred under a transaction or series of transactions by the company with another financial institution as a result of the company’s participation in one or more syndicated loans with that financial institution;
(c) assets purchased or sold under a sale agreement that is approved by the Minister under section 241;
(d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 453(5) is required or the approval of the Superintendent under subsection 453(6) is required;
(e) assets that are acquired or transferred under a transaction that has been approved by the Minister under subsection 678(1) of the Bank Act or subsection 715(1) of the Insurance Companies Act;
(f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or
(g) assets acquired or disposed of with the approval of the Superintendent under subsection 482(4).
Marginal note:2001, c. 9, s. 550
(3) Paragraph 470(4)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 313(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 550
(4) Subsection 470(6) of the Act is replaced by the following:
Marginal note:Total value of all assets
(6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 313(4), immediately before the transfer of the asset.
375. Section 476 of the Act is amended by adding the following after subsection (3):
Marginal note:Security of a related party
(4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.
376. Section 482 of the Act is amended by adding the following after subsection (5):
Marginal note:Approval under section 241
(6) A company may acquire any assets from, or dispose of any assets to, a related party of the company under a sale agreement that is approved by the Minister under section 241.
Marginal note:1997, c. 15, s. 400
377. Subsection 483(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection 477(2), a company is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the company and the business of which is limited to the activity referred to in 453(2)(c) and the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, as defined in subsection 489(2).
Marginal note:2001, c. 9, s. 552
378. (1) The description of B in subsection 483.3(1) of the Act is replaced by the following:
B
is the total value of all assets that the company directly or indirectly acquired from, or directly or indirectly transferred to, that related party in the 12 months ending immediately before the acquisition or transfer, other than assets acquired by or transferred to the company under transactions permitted by section 478; and
Marginal note:2001, c. 9, s. 552
(2) Paragraph 483.3(3)(a) of the Act is replaced by the following:
(a) the company purchases or sells assets under a sale agreement that is approved by the Minister under section 241; or
Marginal note:1993, c. 34, ss. 129 and 130
379. Sections 496 to 498 of the Act are repealed.
Marginal note:2001, c. 9, s. 557
380. Subsection 503(1) of the Act is replaced by the following:
Marginal note:Confidential information
503. (1) Subject to section 504.1, all information regarding the business or affairs of a company, or regarding a person dealing with a company, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:1996, c. 6, s. 123
381. Section 504 of the Act is repealed.
Marginal note:2001, c. 9, s. 567
382. Section 527.2 of the Act and the heading before it are replaced by the following:
Approvals
Definition of “approval”
527.2 In sections 527.3 to 527.8, “approval” includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Marginal note:Matters to take into account — Minister
527.3 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Matters to take into account — Superintendent
(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Minister — terms, conditions and undertakings
527.4 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.
Marginal note:Superintendent — terms, conditions and undertakings
(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.
Marginal note:Revocation, suspension or amendment of approval — Minister
527.5 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Revocation, suspension or amendment of approval — Superintendent
(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Representations
(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Effect of non-compliance on approval
527.6 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Marginal note:Non-compliance
(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may
(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.
Marginal note:Representations
(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Revocation, suspension or amendment
(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.
Marginal note:Multiple approval — other approvals
527.7 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.
Marginal note:Exemption in relation to notices of intention
527.8 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.
Marginal note:2001, c. 9, s. 568
383. Paragraph 529.1(1)(c) of the Act is replaced by the following:
(c) applications for exemptions under subsection 160.05(3); and
384. The Act is amended by adding the following after section 529.1:
Applications for Certain Approvals
Marginal note:Application for certain approvals
529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 410(1)(c) or (c.1) or 453(5)(c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Marginal note:Certification of receipt of application
(2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.
Marginal note:Incomplete application
(3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.
Marginal note:Notice of decision
(4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant
(a) a notice approving the application; or
(b) if the Minister is not satisfied that the application should be approved, a notice to that effect.
Marginal note:Extension of period
(5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.
Marginal note:Deemed approval
(6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.
385. Section 533 of the Act is amended by adding the following after subsection (1):
Marginal note:False or misleading information
(1.1) Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.
PART 5 AMENDMENTS TO OTHER ACTS
2005, c. 54An Act to amend certain Acts in relation to financial institutions
386. Section 11 of An Act to amend certain Acts in relation to financial institutions is repealed.
387. Section 89 of the Act is repealed.
388. Section 149 of the Act is repealed.
389. Section 223 of the Act is repealed.
390. Section 310 of the Act is repealed.
391. Section 376 of the Act is repealed.
R.S., c. B-2Bank of Canada Act
392. Subsection 6(4) of the Bank of Canada Act is amended by adding the word “or” at the end of paragraph (c), by striking out the word “or” at the end of paragraph (d) and by repealing paragraph (e).
393. Subsection 10(4) of the Act is amended by adding the word “or” at the end of paragraph (a), by striking out the word “or” at the end of paragraph (b) and by repealing paragraph (c).
Marginal note:1997, c. 15, s. 100
394. Subsections 22(1) to (1.2) of the Act are replaced by the following:
Marginal note:Time limit for unpaid debts
22. (1) The Bank is not liable in respect of any unpaid debt in respect of which a federal financial institution has made a payment to the Bank under the relevant Act in respect of the federal financial institution if
(a) the amount paid to the Bank was less than $1,000; and
(b) at least 40 years have gone by since the later of
(i) the last time a transaction took place on the books of the federal financial institution in respect of the unpaid debt, and
(ii) the last time a statement of account was requested of or acknowledged to the federal financial institution by the former creditor in respect of the unpaid debt.
Marginal note:Time limit for instruments
(1.1) The Bank is not liable in respect of any instrument in respect of which a federal financial institution has made a payment to the Bank under the relevant Act in respect of the federal financial institution if
(a) the amount paid to the Bank was less than $1,000; and
(b) no payment has been made in respect of the instrument for at least 40 years after the day the instrument was issued or accepted.
Marginal note:Time limit for liquidation claims
(1.2) The Bank is not liable in respect of any claim against a liquidator in respect of the winding-up of a federal financial institution if
(a) the amount of the claim has been paid to the Minister and by the Minister to the Bank under the relevant Act in respect of the federal financial institution;
(b) the amount paid to the Bank was less than $1,000; and
(c) at least 40 years have gone by since the later of
(i) the last time a transaction took place on the books of the federal financial institution in respect of the subject-matter of the claim, and
(ii) the last time a statement of account was requested of or acknowledged to the federal financial institution by the former creditor in respect of the subject-matter of the claim.
Marginal note:Limitation of Bank’s liability
(1.3) The Bank is not liable in respect of a debt referred to in subsection (1), an instrument referred to in subsection (1.1) or a claim referred to in subsection (1.2) if the amount paid to the Bank in respect of the debt, instrument or claim was $1,000 or more and at least 100 years have gone by since the payment was made to the Bank.
Marginal note:Application
(1.4) For greater certainty, subsections (1) to (1.3) also apply in respect of amounts paid to the Bank before the coming into force of this subsection.
395. Section 27 of the English version of the Act and the heading before it are replaced by the following:
RESERVE FUNDS
Marginal note:Reserve fund
27. The Bank shall establish a reserve fund and, after making the provision that the Board thinks proper for bad and doubtful debts, depreciation in assets, pension funds and all other matters that are properly provided for by banks, the ascertained surplus available from the operations of the Bank during each financial year is to be applied by the Board as follows:
(a) if the Bank’s reserve fund is less than the paid-up capital, one third of the surplus is to be allocated to the reserve fund, and the residue is to be paid to the Receiver General and form part of the Consolidated Revenue Fund;
(b) if the reserve fund is not less than the paid-up capital, one fifth of the surplus is to be allocated to the reserve fund until the reserve fund reaches an amount five times the paid-up capital, and the residue is to be paid to the Receiver General and form part of the Consolidated Revenue Fund; and
(c) if the reserve fund is not less than five times the paid-up capital, the whole of the surplus is to be paid to the Receiver General and form part of the Consolidated Revenue Fund.
396. The Act is amended by adding the following after section 27:
Marginal note:Special reserve fund — unrealized valuation losses
27.1 (1) Despite section 27, the Bank may establish a special reserve fund and may, pursuant to a resolution passed by the Board, allocate to the fund out of the ascertained surplus available from the operations of the Bank during each financial year an amount to offset unrealized valuation losses due to changes in the fair value of the investment portfolio of the Bank.
Marginal note:Maximum
(2) The amount that may be held in the fund shall not be more than $400,000,000 at any time.
Marginal note:2001, c. 9, s. 199
397. (1) Subsection 29(1) of the Act is replaced by the following:
Marginal note:Weekly financial information
29. (1) The Bank shall, on a weekly basis, post on its websites financial information about its assets and liabilities.
Marginal note:2001, c. 9, s. 199
(2) Subsection 29(3) of the Act is replaced by the following:
Marginal note:Publication of balance sheets
(3) A copy of each balance sheet made under subsection (2) must be published in the issue of the Canada Gazette next following its transmission to the Minister.
R.S., c. B-4Bills of Exchange Act
398. The Bills of Exchange Act is amended by adding the following after section 163:
Official Images and Electronic Presentment
Marginal note:Definitions
163.1 The following definitions apply in this section and sections 163.2 to 163.6.
“bank”
« banque »
“bank” has the same meaning as in section 164.
“eligible bill”
« lettre admissible »
“eligible bill” means a bill that is of a class specified by a by-law, a rule or a standard made under the Canadian Payments Act.
“official image”
« image officielle »
“official image”, in respect of an eligible bill, means an image of that eligible bill created by or on behalf of a bank in accordance with by-laws, rules or standards made under the Canadian Payments Act, together with any data in relation to the eligible bill prepared in accordance with those by-laws, rules and standards, and includes a display, a printout, a copy or any other output of that image and that data created by or on behalf of a bank in accordance with those by-laws, rules and standards.
Marginal note:Status of official image
163.2 An official image of an eligible bill may be dealt with and used for all purposes as though it were the eligible bill.
Marginal note:Electronic presentment
163.3 (1) Despite anything in this Act, a bank may present for payment an official image of an eligible bill electronically in accordance with by-laws, rules or standards made under the Canadian Payments Act and, if it does so, the requirements of this Act respecting the presentment for payment of the eligible bill are deemed to have been complied with.
Marginal note:Discharge by payment
(2) The eligible bill and its official image are discharged if payment in due course is made by or on behalf of the drawee after the electronic presentment for payment of the official image of the eligible bill.
Marginal note:Presumption
163.4 (1) In the absence of evidence to the contrary, a document purporting to be an official image of an eligible bill is presumed to be an official image of the eligible bill.
Marginal note:Admissibility
(2) An official image of an eligible bill is admissible in evidence for all purposes for which the eligible bill would be admitted as evidence without proof that the official image was created by or on behalf of a bank in accordance with the by-laws, rules or standards made under the Canadian Payments Act.
Marginal note:True copy of contents
(3) In the absence of evidence to the contrary, an official image of an eligible bill is presumed to be a true and exact copy of the contents of the eligible bill.
Marginal note:Effect of destruction
163.5 If an eligible bill is destroyed in accordance with by-laws, rules or standards made under the Canadian Payments Act and there is an official image of the bill,
(a) a person’s rights and powers in relation to the eligible bill are not affected by reason only that the person does not possess it;
(b) the destruction does not affect any person’s rights, powers, duties and liabilities in relation to the eligible bill; and
(c) the eligible bill is not considered to be lost or to have been materially altered or intentionally cancelled.
Marginal note:Warranty
163.6 (1) A bank that creates or purports to create an official image of an eligible bill, or on whose behalf an official image of an eligible bill is created or purported to be created, warrants that the official image or the purported official image, as the case may be, was created in accordance with by-laws, rules or standards made under the Canadian Payments Act and that it accurately represents the eligible bill.
Marginal note:Damages
(2) Any person who has suffered damages as a result of a breach of the warranty has a cause of action for damages against the bank.
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act
Marginal note:1991, c. 47, s. 719(3)
399. Subsection 3(4) of the Canada Business Corporations Act is replaced by the following:
Marginal note:Limitations on business that may be carried on
(4) No corporation shall carry on the business of
(a) a bank;
(a.1) an association to which the Cooperative Credit Associations Act applies;
(b) a company or society to which the Insurance Companies Act applies; or
(c) a company to which the Trust and Loan Companies Act applies.
Marginal note:2001, c. 14, s. 92(1)
400. Subsection 188(2) of the Act is replaced by the following:
Marginal note:Continuance — other federal Acts
(2) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.
Marginal note:1994, c. 24, s. 32; 2001, c. 14, ss. 133(1) and (2)(E)
401. Subsections 268(2) to (7) of the Act are replaced by the following:
Marginal note:Amendment of charter — special Act
(2) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders may, despite the charter of the body corporate,
(a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and
(b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.
Marginal note:Amendment of charter — other Act
(2.1) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders may, subject to any other Act of Parliament or the charter of the body corporate,
(a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and
(b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.
Marginal note:Change of class rights
(3) Despite subsections (2) and (2.1), the shareholders of a body corporate may not, by a special resolution under any of those subsections, make any change of the nature referred to in subsection 176(1) that affects a class or series of shares, unless
(a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); or
(b) the holders of the class or series of shares approve the change in accordance with section 176.
Marginal note:Authorizing continuance
(4) Subject to subsections (6) and (7), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.
Marginal note:Authorizing continuance
(4.1) Subject to subsections (6) and (7), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.
Marginal note:Financial institutions
(4.2) For the purposes of this section, every body corporate that is incorporated or continued under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.
Marginal note:No dissent
(5) A shareholder is not entitled to dissent under section 190 in respect of an amendment made under subsection (2), (2.1), (3), (4) or (4.1).
Marginal note:Discretionary continuance
(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:
(a) a bank;
(a.1) an association to which the Cooperative Credit Associations Act applies;
(b) a company or society to which the Insurance Companies Act applies; and
(c) a company to which the Trust and Loan Companies Act applies.
Marginal note:Discretionary continuance — Canada Corporations Act
(7) A body corporate to which Part IV of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies, other than a body corporate that carries on a business referred to in any of paragraphs (6)(a.1) to (c), may apply for a certificate of continuance under section 187.
R.S., c. C-3Canada Deposit Insurance Corporation Act
402. Subsection 6(3) of the Canada Deposit Insurance Corporation Act is amended by adding the word “or” at the end of paragraph (b), by striking out the word “or” at the end of paragraph (c) and by repealing paragraph (d).
Marginal note:R.S., c. 18 (3rd Supp.), s. 52(1)
403. (1) Subsections 14(1) and (2) of the Act are replaced by the following:
Marginal note:Obligation regarding insured amount
14. (1) As soon as possible after the Corporation is obliged to make payment in respect of a deposit insured by deposit insurance, it shall make available to the person that in its opinion appears to be entitled to be paid in respect of the deposit an amount of money equal to so much of the person’s deposit as is insured by the Corporation.
Marginal note:How amount to be made available
(1.1) The amount is to be made available by making a monetary payment to the person or a deposit to the credit of the person at another member institution, whether or not the person has an account at that institution. The Corporation may make the amount available in more than one instalment if, in its opinion, it is appropriate to do so.
Marginal note:Obligatory payment
(2) The Corporation shall, in the manner described in subsection (1.1), make payment in respect of any deposit insured by deposit insurance if a winding-up order has been made in respect of the member institution that holds the deposit.
Marginal note:R.S., c. 18 (3rd Supp.), s. 52(1)
(2) The portion of subsection 14(2.1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Discretionary payment
(2.1) The Corporation may, in the manner described in subsection (1.1), make payment in respect of any deposit insured by deposit insurance if
Marginal note:R.S., c. 18 (3rd Supp.), s. 54; 2005, c. 30, s. 104(1)
404. Section 17 of the Act is replaced by the following:
Marginal note:Insurance of federal institutions
17. (1) The Corporation shall, in the manner and to the extent provided in this Act and the by-laws, insure the deposits held by a federal institution in respect of which an order approving the commencement and carrying on of business has been made by the Superintendent unless
(a) that order prohibits the institution from accepting deposits in Canada;
(b) that order authorizes the institution to accept deposits in Canada solely in accordance with subsection 413(3) of the Bank Act, subsection 378.1(2) of the Cooperative Credit Associations Act or subsection 413(2) of the Trust and Loan Companies Act;
(c) the institution has been authorized under section 26.03 to accept deposits payable in Canada while no longer being a member institution; or
(d) the institution’s policy of deposit insurance has been terminated under section 31 or cancelled under section 33.
Marginal note:Effect of amendment to order
(2) If the order approving the commencement and carrying on of business by a federal institution is at any time amended so as to not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively,
(a) on the day on which the amendment takes effect, any authorization under section 26.03 that permits the institution to accept deposits payable in Canada while no longer being a member institution is revoked;
(b) on the day on which the amendment takes effect, any existing cancellation of the institution’s policy of deposit insurance under paragraph 33(1)(b) or subsection 33(2) is revoked; and
(c) as of the day on which the amendment takes effect, the Corporation shall insure the deposits held by the institution under subsection (1).
Marginal note:Exception
(3) Subsection (2) does not apply in respect of a federal institution whose policy of deposit insurance has been terminated under section 31 or cancelled under paragraph 33(1)(a).
Marginal note:Notice to Corporation
(4) The Superintendent shall notify the Corporation of
(a) every application to incorporate a federal institution, or to continue a corporation as a federal institution, in respect of which the Superintendent is likely to make an order approving the commencement and carrying on of business that does not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively; and
(b) every application by a federal institution to have its order approving the commencement and carrying on of business amended so as to not contain the prohibition or restriction referred to in paragraphs (1)(a) and (b), respectively.
Marginal note:Insurance of provincial institutions
17.1 On the application of a provincial institution, the Corporation may insure the deposits held by the institution in the manner and to the extent provided in this Act and the by-laws, if
(a) the Corporation approves the institution for deposit insurance;
(b) the institution is authorized by the province of its incorporation to apply for deposit insurance;
(c) the institution agrees, in carrying on its business, not to exercise powers substantially different from the powers exercisable by a company to which the Trust and Loan Companies Act applies; and
(d) the Corporation is satisfied that at all times the Corporation will have adequate access to information regarding the institution.
Marginal note:Policy of deposit insurance
17.2 Every member institution is deemed to have obtained a policy of deposit insurance on the day on which it became a member institution.
Marginal note:1992, c. 26, s. 7
405. Subsections 18(3) and (4) of the Act are replaced by the following:
Marginal note:Contents of policy
(3) The policy of deposit insurance shall consist of the provisions that may be prescribed by the by-laws.
Marginal note:Policies deemed to be amended
(4) If a by-law respecting the content of the policy of deposit insurance is amended, or revoked and replaced, every policy of deposit insurance is deemed to be amended or replaced accordingly.
Marginal note:1996, c. 6, s. 27
406. Subsection 21(5) of the Act is replaced by the following:
Marginal note:Calculation of deposits
(5) For the purposes of this section, a member institution may use any method approved by the Corporation to determine or estimate the aggregate amount of its deposits that are considered to be insured by the Corporation.
Marginal note:R.S., c. 18 (3rd Supp.), s. 58
407. Subsection 23(2) of the Act is replaced by the following:
Marginal note:Payment of first premium
(2) Despite subsection 22(2), the premium payable by a member institution under subsection (1) must be paid to the Corporation, without interest, within 30 days after the end of the month in which the member institution becomes a member institution.
Marginal note:R.S., c. 18 (3rd Supp.), s. 59
408. Paragraph 25.1(1)(b) of the Act is replaced by the following:
(b) giving the member institution an opportunity to make written representations,
Marginal note:1997, c. 15, s. 114
409. The heading before section 26.01 of the Act is replaced by the following:
FEDERAL INSTITUTIONS WITHOUT DEPOSIT INSURANCE
Marginal note:1997, c. 15, s. 114
410. Section 26.02 of the Act is replaced by the following:
Marginal note:Application
26.02 If a federal member institution intends to accept deposits payable in Canada while no longer being a member institution, it must apply to the Corporation for an authorization to do so. The application must be in a form that is acceptable to the Corporation and must contain the information that the Corporation may require.
Marginal note:1997, c. 15, s. 114; 1999, c. 28, s. 102
411. Paragraphs 26.03(1)(b) to (e) of the Act are replaced by the following:
(b) the sum of all the deposits held by the federal member institution that are less than $150,000 and payable in Canada is less than one per cent of the sum of all the deposits held by the institution that are payable in Canada;
(c) the institution has informed all its depositors, in accordance with any rules that may be prescribed by the by-laws,
(i) that the institution has applied to become authorized to accept deposits while no longer being a member institution,
(ii) that after the institution receives that authorization, no deposit with the institution will be insured in whole or in part by the Corporation, and
(iii) that the institution’s obligation to repay the deposit to the depositor will be assumed by a member institution if an option referred to in subparagraph (d)(i) or (ii) is not exercised;
(d) in respect of each deposit that is held by the institution, the institution has
(i) obtained from the depositor an acknowledgement in writing that the deposit will no longer be insured in whole or in part by the Corporation after the institution receives authorization to accept deposits without being a member institution,
(ii) at the request in writing of the depositor, paid to the depositor the principal amount of the deposit and interest determined in accordance with rules prescribed by the by-laws and has not charged any fee or penalty in connection with the payment, or
(iii) obtained from a member institution an agreement in writing to assume the institution’s liability in relation to the deposit on the same terms and conditions; and
(e) the institution has paid to the Corporation a fee determined in accordance with rules prescribed by the by-laws.
Marginal note:1997, c. 15, s. 114
412. (1) Subsection 26.04(1) of the Act is replaced by the following:
Marginal note:Minister and Superintendent to be informed
26.04 (1) Before giving an authorization under subsection 26.03(1), the Corporation must inform the Minister and the Superintendent that it proposes to give the authorization.
Marginal note:1999, c. 28, s. 103
(2) Subsection 26.04(3) of the Act is replaced by the following:
Marginal note:Authorization after 30 days
(3) If the Minister does not issue that direction within those 30 days, the Corporation may then give the authorization under subsection 26.03(1). The giving of the authorization cancels the policy of deposit insurance of the federal member institution to which the authorization is given.
Marginal note:Amendment of order
(4) If the Corporation gives the authorization under subsection 26.03(1), the Superintendent must, under paragraph 54(1)(a) of the Bank Act, paragraph 62(1)(a) of the Cooperative Credit Associations Act or paragraph 58(1)(b) of the Trust and Loan Companies Act, as the case may be, amend the federal member institution’s order approving the commencement and carrying on of business accordingly.
Marginal note:1997, c. 15, s. 114
413. Section 26.06 of the Act is replaced by the following:
Marginal note:Deposits not insured
26.06 After a federal member institution has been given authorization under subsection 26.03(1), no deposit with the institution is insured in whole or in part by the Corporation.
Marginal note:R.S., c. 18 (3rd Supp.), s. 62; 1996, c. 6, s. 41
414. (1) Subsection 31.1(1) of the English version of the Act is replaced by the following:
Marginal note:Acceleration of termination of policy of deposit insurance
31.1 (1) Despite any other provision of this Act, if, at any time after a notice of termination has been given to a provincial member institution under subsection 31(1), the Corporation concludes that
(a) the financial condition of the provincial member institution has deteriorated since the giving of the notice, and
(b) the interests of depositors will be adversely affected by any further delay in terminating the provincial member institution’s policy of deposit insurance,
the Corporation shall without delay send a notice by registered mail, or deliver a notice by hand, to the provincial member institution and to the appropriate provincial Minister, to the effect that the policy of deposit insurance of the institution will be terminated on the expiration of a period of five days after the receipt of the notice by the institution.
Marginal note:R.S., c. 18 (3rd Supp.), s. 62
(2) Subsections 31.1(2) and (3) of the Act are replaced by the following:
Marginal note:Revocation
(2) The Board of Directors of the Corporation or one of its committees established for the purpose may, before the expiry of the period specified in the notice, revoke the notice if, after considering any written representations made by the provincial member institution, it is satisfied that it is appropriate to do so.
Marginal note:R.S., c. 18 (3rd Supp.), s. 62; 1996, c. 6, s. 38
415. Section 33 of the Act is replaced by the following:
Marginal note:Cancellation
33. (1) Subject to subsection (3), the policy of deposit insurance of a member institution may be cancelled by the Corporation if, in the opinion of the Corporation, the member institution
(a) is or is about to become insolvent; or
(b) has ceased to accept deposits.
Marginal note:Cancellation
(2) If a member institution intends to cease to accept deposits, it must notify the Corporation and the institution’s policy of deposit insurance may, subject to subsection (3), be cancelled by the Corporation.
Marginal note:No cancellation in certain cases
(3) The Corporation shall notify the Minister and the Superintendent of the action it is proposing to take under subsection (1) or (2) and it shall not take the action if it is advised by the Minister that in the opinion of the Minister taking the action would not be in the public interest.
Marginal note:1996, c. 6, s. 39
416. (1) Subsection 34(1) of the Act is replaced by the following:
Marginal note:Effect of termination or cancellation
34. (1) If the policy of deposit insurance of a member institution is terminated or cancelled by the Corporation, the deposits with the institution on the day the termination or cancellation takes effect, less any withdrawals from those deposits, continue to be insured under the terminated or cancelled policy of deposit insurance for a period of two years or, in the case of a term deposit with a remaining term exceeding two years, to the maturity of the term deposit.
(2) Section 34 of the Act is amended by adding the following after subsection (4):
Marginal note:Amendment of order
(5) If the policy of deposit insurance of a federal member institution is cancelled by the Corporation under paragraph 33(1)(b) or subsection 33(2), the Superintendent must, under paragraph 54(1)(a) of the Bank Act, paragraph 62(1)(a) of the Cooperative Credit Associations Act or paragraph 58(1)(b) of the Trust and Loan Companies Act, as the case may be, amend the federal member institution’s order approving the commencement and carrying on of business to prohibit the institution from accepting deposits in Canada.
Marginal note:1996, c. 6, s. 40
417. Subsection 35(2) of the Act is replaced by the following:
Marginal note:Presumption
(2) For the purposes of this section, the Corporation is deemed to be a creditor of a member institution despite the termination or cancellation of the institution’s policy of deposit insurance.
418. Section 36 of the Act is replaced by the following:
Marginal note:Removal of references to deposit insurance
36. (1) If the policy of deposit insurance of a member institution is terminated or cancelled, the member institution shall notify its depositors of that fact and shall remove all references to deposit insurance under this Act from all forms of advertising by the institution.
Marginal note:Public notice
(2) The Corporation may, in the manner and through any news media that it considers appropriate, give public notice of the termination or cancellation of the policy of deposit insurance of a member institution if, in the opinion of the Corporation, the public interest requires that such notice be given.
419. Subsections 37(1) and (2) of the Act are replaced by the following:
Marginal note:Provincial deposit insurance
37. (1) If under the law of any province the government of the province or an agent of that government guarantees or insures any of the deposits with a provincial institution operating within the province, the Corporation, subject to section 17.1 and any agreement entered into under subsection (3), may
(a) insure some or all of the deposits with the institution; or
(b) amend the institution’s policy of deposit insurance, to exclude from the policy any of the deposits with the institution.
420. Section 46 of the English version of the Act is replaced by the following:
Marginal note:Insolvency and winding-up
46. No statute relating to the insolvency or winding-up of any corporation applies to the Corporation and in no case shall the affairs of the Corporation be wound up unless Parliament so provides.
421. The definitions “subordinated note” and “subordinated shareholder loan” in section 1 of the schedule to the Act are repealed.
R.S., c. C-21; 2001, c. 9, s. 218Canadian Payments Act
422. (1) The definition “General Manager” in subsection 2(1) of the Canadian Payments Act is repealed.
(2) The definition président in subsection 2(1) of the French version of the Act is repealed.
(3) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
“President”
« président »
“President” means the President of the Association appointed under section 16;
(4) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order:
« président du conseil »
“Chairperson”
président du conseil Le président du conseil visé à l’article 15.
Marginal note:2001, c. 9, s. 219(6)
(5) Subsection 2(3) of the Act is replaced by the following:
Marginal note:Not statutory instrument
(3) Rules, statements of principle and standards made by the Board and orders made under a by-law are not statutory instruments for the purposes of the Statutory Instruments Act.
423. Section 4 of the Act is amended by adding the following after subsection (2):
Marginal note:Commencement of membership
(3) Membership in the Association commences
(a) in the case of a bank and an authorized foreign bank, on the day on which an order is made under the Bank Act approving its commencement and carrying on of business; and
(b) in the case of a person referred to in paragraph (1)(d), on the day on which the person’s application for membership in the Association is approved by the Board.
Marginal note:Suspension of membership rights
(4) A suspension, imposed in accordance with the by-laws, of any of a member’s membership rights is not effective unless the Association has, in advance, sent the Minister a notice of the suspension.
Marginal note:2001, c. 9, s. 227(2)
424. (1) Subsection 9(1.1) of the Act is replaced by the following:
Marginal note:Appointments by Minister
(1.1) The Minister shall appoint three directors of the Association to hold office for a term of not more than three years.
(2) Section 9 of the Act is amended by adding the following after subsection (1.2):
Marginal note:Continuation in office
(1.3) If, on the expiry of the term of office of a director appointed under subsection (1.1), no new director is appointed, the director whose term of office expired may continue in office until a director is appointed under that subsection.
425. The Act is amended by adding the following after section 9:
Marginal note:Vacancy
10. A vacancy on the Board does not impair the right of the remaining directors to act.
426. Section 14 of the Act is replaced by the following:
Marginal note:Canadian citizens
14. At least three quarters of the directors of the Association must be Canadian citizens ordinarily resident in Canada.
Marginal note:2001, c. 9, ss. 231 and 232(E) and par. 245(a)(E)
427. Section 15 of the French version of the Act and the heading before it are replaced by the following:
Président du conseil
Marginal note:Président du conseil
15. (1) Le président du conseil, qui est l’administrateur nommé par la Banque du Canada, exerce les fonctions prévues par les règlements administratifs.
Marginal note:Absence
(2) En cas d’absence ou d’empêchement du président du conseil, l’administrateur suppléant nommé par la Banque du Canada en vertu du paragraphe 9(1) exerce ses fonctions et, notamment, préside les réunions du conseil.
Marginal note:Voix prépondérante
(3) Le président du conseil ou, en cas d’absence ou d’empêchement, son suppléant a, lors d’une réunion du conseil, voix prépondérante en cas de partage des voix sur une question soumise au conseil.
Marginal note:2001, c. 9, par. 245(b)(E) and s. 246
428. Section 16 of the Act and the heading before it are replaced by the following:
President
Marginal note:President
16. (1) The directors shall appoint the President of the Association.
Marginal note:Duties
(2) The President is the chief executive of the Association and has, on behalf of the Board, the direction and management of the business of the Association with authority to act in all matters that are not by the by-laws or by resolution of the Board specifically reserved to be done by the Chairperson, the Board or the Executive Committee.
Marginal note:Exercise of powers by officers and employees
(3) Except as otherwise provided by the President, and subject to any terms and conditions that may be specified by the President, an officer or employee of the Association may exercise any power and perform any duty or function of the Association if the officer or employee is appointed to serve in a capacity appropriate to the exercise of the power or performance of the duty or function.
Marginal note:2001, c. 9, s. 233
429. (1) Paragraph 18(1)(g) of the Act is replaced by the following:
(g) establishing penalties for any failure by members to comply with the by-laws, rules and orders made under the by-laws, including penalties that provide for the payment of interest or the making of restitution, and procedures in respect of the imposition of those penalties;
(2) Subsection 18(1) of the Act is amended by striking out the word “and” at the end of paragraph (h) and by adding the following after paragraph (i):
(j) limiting the liability of the Association, its members, its employees and other persons for any loss or damage suffered by a member as a result of anything done or omitted to be done in good faith in the administration or discharge of any powers or duties that under a by-law or a rule are intended or authorized to be exercised or performed; and
(k) respecting the nomination, selection and appointment of persons to be members of the Stakeholder Advisory Council.
(3) Subsection 18(2) of the Act is replaced by the following:
Marginal note:Approval
(2) Subject to subsections (3) and (4), a by-law is not effective until approved by the Minister and when so approved must be published in the Canada Gazette and copies of the by-law must be sent to every member by the President.
(4) Subsections 18(3) and (4) of the French version of the Act are replaced by the following:
Marginal note:Approbation des règlements administratifs imposant une amende
(3) Avant d’être soumis à l’approbation du gouverneur en conseil, tout règlement administratif imposant une sanction doit d’abord être approuvé par les membres réunis en assemblée.
Marginal note:Vote relatif à un règlement administratif imposant une amende
(4) Chaque membre a droit, au cours du vote tenu aux fins d’approuver par voie de résolution un règlement administratif imposant une sanction, à une voix pour chaque dollar de la cotisation que les règlements administratifs lui imposent de verser.
430. (1) Subsection 19(1) of the Act is amended by adding the following after paragraph (b):
(b.1) respecting the destruction of payment items;
(2) Subsection 19(2) of the French version of the Act is replaced by the following:
Marginal note:Pouvoirs du président du conseil
(2) Aux assemblées du conseil ou du comité de direction, le président du conseil tranche de façon définitive toute question soulevée visant à savoir si une règle projetée est conforme aux règlements administratifs.
Marginal note:2001, c. 9, s. 234(2)
(3) Subsection 19(3) of the Act is replaced by the following:
Marginal note:Rules to be available
(3) The Association shall make a copy of every rule available to members in the manner determined by the President.
431. Subsections 20(2) and (3) of the French version of the Act are replaced by the following:
Marginal note:Président du comité de direction
(2) Le président du conseil est le président du comité de direction.
Marginal note:Voix prépondérante
(3) En cas de partage des voix à une assemblée du comité de direction, le président du comité a voix prépondérante.
Marginal note:2001, c. 9, s. 238
432. Subsection 21.2(6) of the French version of the Act is replaced by the following:
Marginal note:Président du comité consultatif et vice-président
(6) Le président du comité consultatif et son vice-président sont élus par les membres du comité consultatif, en leur sein, pour un mandat maximal de deux ans.
433. Section 24 of the French version of the Act is replaced by the following:
Marginal note:Quorum
24. À une assemblée des membres convoquée en vue de nommer un vérificateur, ou d’examiner un règlement administratif imposant une sanction ou d’examiner un budget d’exploitation ou d’investissement, le quorum est atteint lorsque les membres présents réputés l’être en vertu du paragraphe 13(2) ou représentés sont, ensemble, tenus de payer plus de la moitié des cotisations payables pour l’exercice au cours duquel se tient cette assemblée en vertu des règlements administratifs applicables à cet exercice.
434. The Act is amended by adding the following after section 47:
Marginal note:Delegation
48. The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed under the Ministries and Ministers of State Act to assist the Minister.
2001, c. 9Financial Consumer Agency of Canada Act
435. Section 18 of the Financial Consumer Agency of Canada Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) No assessment is to be made in respect of
(a) a company to which the Insurance Companies Act applies that was exempt from the application of paragraphs 165(2)(f) and (g) and sections 479 to 489.2 of that Act during the entire fiscal year to which the assessment relates; or
(b) a foreign company to which that Act applies that was exempt from the application of sections 598 to 607.1 of that Act during the entire fiscal year to which the assessment relates.
436. Subsection 19(2) of the Act is replaced by the following:
Marginal note:Maximum penalties
(2) The maximum penalty for a violation is $50,000 in the case of a violation that is committed by a natural person, and $200,000 in the case of a violation that is committed by a financial institution.
437. Subsection 141(2) of the Act is repealed.
1992, c. 56Green Shield Canada Act
Marginal note:1996, c. 6, s. 165(2)
438. (1) The portion of subsection 17(1) of the Green Shield Canada Act is replaced by the following:
Marginal note:Application of the Insurance Companies Act
17. (1) Subject to any other provision of this Act, the following provisions of the Insurance Companies Act, together with any regulations made under or for the purposes of those provisions, apply to the Association, with any modifications that the circumstances require:
Marginal note:1996, c. 6, s. 165(2)
(2) Paragraph 17(1)(d) of the Act is replaced by the following:
(d) section 53, paragraphs 54(a) and (c), subsections 56(1) and 58(2), paragraphs 59(1)(b) and (c), subsections 59(2) to (6), 60(1) and (2) and 61(1), paragraph 62(1)(a) and subsections 62(2) to (5) of Part IV;
Marginal note:2001, c. 9, s. 343(2)
(3) Paragraph 17(1)(e) of the Act is replaced by the following:
(e) sections 160 to 162, paragraphs 165(2)(a) to (e), (h) and (i), sections 166 and 167, subsection 168(1), sections 170 to 172, subsections 174(1) and (3) to (6), 174(7) (except the reference in it to subsection 173(4)) and 175(1) and (4), sections 177 and 189 to 194, subsection 195(1), sections 196, 202 and 203, subsections 204(1) and (2), paragraphs 204(3)(a) to (c), subsections 204(4) to (6), sections 205 and 206, paragraphs 207(a), (b), (c), (h) and (i), sections 208 to 215, paragraphs 216(2)(d) and (e), subsections 217(1) and (2), paragraphs 217(3)(a) and (c), sections 218 to 223, 244, 254, 255 and 260, subsections 261(1) and (2) and 262(1) to (6), sections 266 to 268, paragraphs 269(a) and (b), sections 270, 278, 279 and 330, subsections 331(1) and (2), paragraphs 331(3)(b) and (c), subsections 331(4) and (6), sections 332 to 357 and 359.1 to 380, paragraph 381(1)(a), subsection 381(2) and sections 382 to 406 of Part VI;
Marginal note:2001, c. 9, s. 343(3)
(4) Paragraph 17(1)(f.1) of the Act is replaced by the following:
(f.1) paragraphs 165(2)(f) and (g) of Part VI and sections 479 to 489, 489.2 and 489.3 of Part VIII;
Marginal note:2001, c. 9, s. 343(4)
(5) Paragraph 17(1)(h) of the Act is replaced by the following:
(h) sections 515 and 517 of Part X; and
R.S., c. 28 (1st Supp.)Investment Canada Act
Marginal note:2001, c. 9, s. 589
439. (1) Paragraph 10(1)(h) of the Investment Canada Act is replaced by the following:
(h) any transaction to which Part XII.01 of the Bank Act applies;
Marginal note:1991, c. 47, s. 735
(2) Subparagraphs 10(1)(j)(ii) and (iii) of the Act are replaced by the following:
(ii) a foreign entity that has been approved by order of the Superintendent of Financial Institutions under Part XIII of the Insurance Companies Act to insure in Canada risks, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act and the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under that Part, or
(iii) a corporation incorporated in Canada, all the issued voting shares of which, other than the qualifying voting shares of directors, are owned by an insurance company described in subparagraph (i), a foreign entity described in subparagraph (ii) or by a corporation controlled directly or indirectly through the ownership of voting shares by such an insurance company or foreign entity, on the condition that, in the case of a foreign entity described in subparagraph (ii), the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under Part XIII of the Insurance Companies Act; and
R.S., c. N-11National Housing Act
440. The National Housing Act is amended by adding the following after section 17:
Marginal note:Mortgage insurance
17.1 The Corporation may provide the liquidator of a company, society or foreign company within the meaning of subsection 2(1) of the Insurance Companies Act with services in relation to the company’s, society’s or foreign company’s mortgage insurance business, and it may acquire some or all of the company’s, society’s or foreign company’s mortgage insurance policies or reinsure some or all of its mortgage insurance policies.
1996, c. 6, Sch.Payment Clearing and Settlement Act
441. Subsection 4(2) of the Payment Clearing and Settlement Act is replaced by the following:
Marginal note:Revocation
(2) The Governor of the Bank may revoke a designation if he or she is of the opinion that the designated clearing and settlement system may be operated in a manner that no longer poses a systemic risk and the Minister is of the opinion that revoking the designation is in the public interest.
Marginal note:Notice
(3) If a designation is made or revoked, the Governor of the Bank shall, in writing, so inform in advance the clearing and settlement system’s clearing house and shall cause a copy of the designation or revocation, as the case may be, to be published in the Canada Gazette.
Marginal note:2002, c. 14, s. 1
442. Paragraph (b) of the definition “securities and derivatives clearing house” in subsection 13.1(3) of the Act is replaced by the following:
(b) the CDS Clearing and Depository Services Inc., a corporation incorporated under the Canada Business Corporations Act; or
R.S., c. W-11; 1996, c. 6, s. 134Winding-up and Restructuring Act
Marginal note:1996, c. 6, s. 135(2)
443. The definition “foreign insurance company” in subsection 2(1) of the Winding-up and Restructuring Act is replaced by the following:
“foreign insurance company”
« société étrangère »
“foreign insurance company” means an insurance company that is authorized under Part XIII of the Insurance Companies Act to insure in Canada risks;
Marginal note:1992, c. 26, s. 19
444. Section 3 of the Act is amended by striking out the word “or” at the end of paragraph (h) and by replacing paragraph (i) with the following:
(i) if, in the case of a company that is a federal member institution, within the meaning assigned to that expression by the Canada Deposit Insurance Corporation Act, the shares and subordinated debt of which have been vested in the Canada Deposit Insurance Corporation by order of the Governor in Council under paragraph 39.13(1)(a) of that Act, a transaction or series of transactions referred to in subsection 39.2(1) of that Act is not, in the opinion of the Corporation, substantially completed on or before the date that is not later than
(i) 60 days after the making of the order vesting the shares and subordinated debt of the federal member institution in the Corporation, or
(ii) the expiration of any extension of that period; or
(j) if, in the case of a company that is a federal member institution, within the meaning assigned to that expression by the Canada Deposit Insurance Corporation Act, in respect of which the Canada Deposit Insurance Corporation has been appointed as receiver by order of the Governor in Council under paragraph 39.13(1)(b) of that Act, a transaction or series of transactions referred to in subsection 39.2(2) of that Act is not, in the opinion of the Corporation, substantially completed on or before the date that is not later than
(i) 60 days after the making of the order appointing the Corporation as receiver, or
(ii) the expiration of any extension of that period.
Marginal note:1996, c. 6, s. 161
445. Paragraph 161(6)(b) of the Act is replaced by the following:
(b) holders of policies of a class of insurance specified in the order of the Superintendent under Part XIII of the Insurance Companies Act, other than holders of a policy exempt from Part XIII by virtue of section 572.1 of that Act, and
Marginal note:1996, c. 6, s. 161
446. (1) Subsections 162(1) and (2) of the Act are replaced by the following:
Marginal note:Transfer and reinsurance of policies by liquidator
162. (1) The liquidator may, with the approval of the court and without the consent of the policyholders, arrange for the transfer or reinsurance of
(a) all or a portion of the policies of the company, in the case of a company other than a foreign company, or
(b) all or a portion of the policies in respect of a foreign company’s insurance business in Canada
in a company, society, foreign company or provincial company within the meaning of subsection 2(1) of the Insurance Companies Act or an insurance company incorporated by or under an Act of a legislature of a province and authorized under the laws of the province to issue policies of the class being transferred or reinsured, if the terms of the transfer or reinsurance are, in the opinion of the court having regard to the priorities set out in this Part, fair and equitable to
(c) the policyholders whose policies are being transferred or reinsured,
(d) the estate of the company as a whole, and
(e) the remaining policyholders of the company.
Marginal note:Transfer and reinsurance of policies by liquidator
(2) The liquidator may, with the approval of the court and without the consent of the policyholders, arrange for the transfer or reinsurance of all or a portion of the policies of the company, other than policies in respect of its insurance business in Canada, in any body corporate if the terms of the transfer or reinsurance are, in the opinion of the court, having regard to the priorities set out in this Part, fair and equitable to
(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.
(2) Section 162 of the Act is amended by adding the following after subsection (3):
Marginal note:Mortgage insurance policies
(4) The liquidator of a company, society or foreign company within the meaning of subsection 2(1) of the Insurance Companies Act may, with the approval of the court and the consent of the Canada Mortgage and Housing Corporation, and without the consent of the policyholders, arrange for the transfer to that corporation of all or a portion of the company’s, society’s or foreign company’s policies of mortgage insurance, or arrange for the reinsurance of all or a portion of those policies by that corporation.
Marginal note:1996, c. 6, s. 161
447. Section 165 of the Act is replaced by the following:
Marginal note:Transfer to foreign liquidator
165. If a foreign company is in liquidation in the country in which its head office is situated, the Superintendent may, if the Superintendent considers it advisable and in the interests of policyholders in respect of the foreign company’s insurance business 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.
Marginal note:1996, c. 6, s. 161
448. Subsection 168(1) of the Act is replaced by the following:
Marginal note:Copy of statement filed in Office of the Superintendent
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 30 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, as the case may be, is situated.
Marginal note:1996, c. 6, s. 161
449. Section 171 of the Act is replaced by the following:
Marginal note: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, 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.
PART 6 COORDINATING AMENDMENTS AND COMING INTO FORCE
Coordinating Amendments
Marginal note:2005, c. 54
450. On the later of the day on which subsection 213(2) of An Act to amend certain Acts in relation to financial institutions, being chapter 54 of the Statutes of Canada, 2005, comes into force and the day on which subsection 438(3) of this Act comes into force ― or, if those days are the same day, then on that day ― paragraph 17(1)(e) of the Green Shield Canada Act is replaced by the following:
(e) sections 160 to 162, paragraphs 165(2)(a) to (d), (h) and (i), sections 166 and 167, subsection 168(1), sections 170 to 172, subsections 174(1) and (3) to (6), 174(7) (except the reference in it to subsection 173(4)) and 175(1) and (4), sections 177 and 189 to 194, subsection 195(1), sections 196, 202 and 203, subsections 204(1) and (2), paragraphs 204(3)(a) to (c), subsections 204(4) to (6), sections 205 and 206, paragraphs 207(a) to (c), (h) and (i), sections 208 to 215, paragraphs 216(2)(d) and (e), subsections 217(1) and (2), paragraphs 217(3)(a) and (c), sections 218 to 223, 244, 254, 255 and 260, subsections 261(1) and (2) and 262(1) to (6), sections 266 to 268, paragraphs 269(a) and (b), sections 270, 278, 279 and 330, paragraphs 331(1)(a) and (b) to (e), subsection 331(2), paragraphs 331(3)(b) and (c), subsections 331(4) and (6), sections 332 to 357 and 359.1 to 380, paragraph 381(1)(a), subsection 381(2) and sections 382 to 406 of Part VI;
Marginal note:2005, c. 54
451. On the later of the day on which section 416 of An Act to amend certain Acts in relation to financial institutions, being chapter 54 of the Statutes of Canada, 2005, comes into force and the day on which section 352 of this Act comes into force ― or, if those days are the same day, then on that day ― subsection 245(3) of the English version of the Trust and Loan Companies Act is replaced by the following:
Marginal note:Entitlement
(3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company, any person — is entitled to a basic list of shareholders of the company.
Coming into Force
Marginal note:Order in council
452. The provisions of this Act, or the provisions of any Act enacted by this Act, come into force on a day or days to be fixed by order of the Governor in Council.
