TRUST AND LOAN COMPANIES ACTCorporate Interrelationships (Trust and Loan Companies) RegulationsP.C.2008-51220083
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Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to section 75.1a and subsection 531(1)b of the Trust and Loan Companies Actc, hereby makes the annexed Corporate Interrelationships (Trust and Loan Companies) Regulations.S.C. 2007 c. 37, s. 343S.C. 2005, c. 54, s. 449S.C. 1991, c. 45InterpretationThe following definitions apply in these Regulations.Act means the Trust and Loan Companies Act. (Loi)delivery shares means shares issued by a trust and loan company to a particular subsidiary for the purpose of an acquisition made under subsection 75.1(1) of the Act. (actions remises)particular subsidiary means a subsidiary body corporate referred to in subsection 75.1(1) of the Act. (filiale visée)Corporate InterrelationshipsFor the purpose of subsection 75.1(1) of the Act, the prescribed conditions are thatthe consideration received by the trust and loan company for the delivery shares is equal to the fair market value of those shares at the time of their issuance;the class of shares of which the delivery shares are a part is widely held and shares of that class are actively traded on any of the following stock exchanges in Canada, namely,the Canadian Venture Exchange,The Montreal Exchange, orthe Toronto Stock Exchange;the sole purpose of effecting the acquisition by the particular subsidiary of delivery shares is to transfer them, as set out in paragraph 3(b), to the shareholders of another body corporate;immediately before the acquisition of the delivery shares by the particular subsidiary, the other body corporate and its shareholders deal at arm’s length, to be determined in accordance with the Income Tax Act, with the trust and loan company and the particular subsidiary; andimmediately before the acquisition of the delivery shares by the particular subsidiary, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act.SOR/2010-71, s. 10(F)For the purpose of subsection 75.1(2) of the Act, the prescribed conditions are thatthe particular subsidiary does not acquire a beneficial interest in the delivery shares as a result of its acquisition of those shares and the beneficial interest is acquired by the shareholders of the other body corporate;the acquisition by the particular subsidiary of the delivery shares is followed immediately by a transfer of the delivery shares by the particular subsidiary to shareholders of the other body corporate;immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act; andafter the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate is a subsidiary body corporate of the particular subsidiary.For the purpose of subsection 75.1(3) of the Act, the prescribed requirements are that, within 30 days after one of the conditions described in section 2 or 3 is not met or ceases to be met, the trust and loan company shallcancel the delivery shares on the condition that, if the by-laws limit the number of authorized shares, the delivery shares may be restored to the status of authorized but unissued shares;return the consideration received by the trust and loan company for the delivery shares to the particular subsidiary; andcancel the entry for the consideration in the stated capital account of the trust and loan company.Coming into ForceThese Regulations come into force on the day on which section 343 of An Act to amend the law governing financial institutions and to provide for related and consequential matters, chapter 6 of the Statutes of Canada, 2007, comes into force or, if it is later, on the day on which they are registered.[Note: Regulations in force March 8, 2008, see SI/2008-33.]