Bank Act (S.C. 1991, c. 46)

Short Title

Marginal note:Short title

1 This Act may be cited as the Bank Act.

PART IInterpretation and Application

Definitions

Marginal note:Definitions

2 In this Act,

affairs

affairs, with respect to a bank, an authorized foreign bank or a bank holding company, means the relationships among the bank, authorized foreign bank or bank holding company and its affiliates and the shareholders, members, directors and officers of the bank, authorized foreign bank or bank holding company and its affiliates, but does not include the business of the bank, authorized foreign bank or bank holding company or any of its affiliates; (affaires internes)

affiliate

affiliate means an entity that is affiliated with another entity within the meaning of section 6; (groupe)

Agency

Agency means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act; (Agence)

annual return

annual return means a return prepared in accordance with section 601; (état annuel)

annual statement

annual statement, in relation to a bank, means the annual financial statement of the bank within the meaning of paragraph 308(1)(a) and, in relation to a bank holding company, means the annual financial statement of the bank holding company within the meaning of paragraph 840(1)(a); (rapport annuel)

authorized foreign bank

authorized foreign bank means a foreign bank that is the subject of an order under subsection 524(1); (banque étrangère autorisée)

bank

bank means a bank listed in Schedule I or II; (banque)

bank holding company

bank holding company means a body corporate that is incorporated or formed under Part XV; (société de portefeuille bancaire)

bearer

bearer, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

bearer form

bearer form, in respect of a security, means a security in bearer form as determined in accordance with subsection 83(2); (titre au porteur)

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or other intermediaries; (véritable propriétaire et propriété effective)

body corporate

body corporate means an incorporated body wherever or however incorporated; (personne morale)

branch

branch

• (a) in respect of a bank, means an agency, the head office or any other office of the bank, and

• (b) in respect of an authorized foreign bank, means an agency, the principal office or any other office of the authorized foreign bank in Canada at which is carried on the business in Canada of the authorized foreign bank; (succursale)

Canadian entity

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; (entité canadienne)

Canadian financial institution

Canadian financial institution means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province; (institution financière canadienne)

central cooperative credit society

central cooperative credit society means a body corporate organized on cooperative principles by or under an Act of the legislature of a province, one of whose principal purposes is to receive deposits from and provide liquidity support to local cooperative credit societies, and

• (a) whose membership consists solely or primarily of local cooperative credit societies, or

• (b) whose directors are wholly or primarily persons elected or appointed by local cooperative credit societies; (société coopérative de crédit centrale)

central securities register

central securities register or securities register, in relation to a bank, means the register referred to in section 248 and, in relation to a bank holding company, means the register referred to in section 825; (registre central des valeurs mobilières ou registre des valeurs mobilières)

Commissioner

Commissioner means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act; (commissaire)

common-law partner

common-law partner, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year; (conjoint de fait)

complainant

complainant, in relation to a bank or any matter concerning a bank, means

• (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a bank or any of its affiliates,

• (b) a director or an officer, or a former director or officer, of a bank or any of its affiliates,

• (c) any other person who, in the discretion of a court, is a proper person to make an application under section 334, 338 or 989, or

• (d) a member or a former member of a federal credit union; (plaignant)

consumer provision

consumer provision means a provision referred to in paragraph (a) or (a.1) of the definition consumer provision in section 2 of the Financial Consumer Agency of Canada Act; (disposition visant les consommateurs)

court

court means

• (a) in the Province of Ontario, the Superior Court of Justice,

• (b) in the Province of Quebec, the Superior Court of the Province,

• (c) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,

• (d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

• (e) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, and

• (f) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; (tribunal)

court of appeal

court of appeal means the court to which an appeal lies from a decision or order of a court; (cour d’appel)

debt obligation

debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (titre de créance)

delegate

delegate means a natural person appointed or elected to represent a member of a federal credit union at a meeting of members; (délégué)

director

director means a natural person occupying the position of director, by whatever name called, of a body corporate, and board of directors or directors refers to the directors of a body corporate as a body; (administrateur, conseil d’administration ou conseil)

domestic systemically important bank

domestic systemically important bank means a bank that is designated as a domestic systemically important bank under section 484.1; (banque d’importance systémique nationale)

entity

entity means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof; (entité)

equity

equity, in respect of a bank or a bank holding company, means its equity as determined in accordance with the regulations; (capitaux propres)

external complaints body

external complaints body means the body corporate designated under subsection 627.48(1); (organisme externe de traitement des plaintes)

federal credit union

federal credit union means a bank that, within the meaning of section 12.1, is organized and carries on business on a cooperative basis; (coopérative de crédit fédérale)

federal financial institution

federal financial institution means

• (a) a bank,

• (b) a body corporate to which the Trust and Loan Companies Act applies,

• (c) an association to which the Cooperative Credit Associations Act applies, or

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act; (institution financière fédérale)

federation of cooperative credit societies

federation of cooperative credit societies means an association under the Cooperative Credit Associations Act or a federation, league or corporation incorporated or organized by or under an Act of the legislature of a province, the membership or the shareholders of which include two or more central cooperative credit societies; (fédération de sociétés coopératives de crédit)

fiduciary

fiduciary means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; (représentant)

financial institution

financial institution means

• (a) a bank or an authorized foreign bank,

• (b) a body corporate to which the Trust and Loan Companies Act applies,

• (c) an association to which the Cooperative Credit Associations Act applies,

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

• (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

• (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

• (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

• (h) a foreign institution; (institution financière)

foreign bank

foreign bank, subject to section 12, means an entity incorporated or formed by or under the laws of a country other than Canada that

• (a) is a bank according to the laws of any foreign country where it carries on business,

• (b) carries on a business in any foreign country that, if carried on in Canada, would be, wholly or to a significant extent, the business of banking,

• (c) engages, directly or indirectly, 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 thereto,

• (d) engages in the business of lending money and accepting deposit liabilities transferable by cheque or other instrument,

• (e) engages, directly or indirectly, in the business of providing financial services and is affiliated with another foreign bank,

• (f) controls another foreign bank, or

• (g) is a foreign institution, other than a foreign bank within the meaning of any of paragraphs (a) to (f), that controls a bank incorporated or formed under this Act,

but does not include a subsidiary of a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, unless the Minister has specified that subsection 378(1) no longer applies to the bank; (banque étrangère)

foreign bank subsidiary

foreign bank subsidiary[Repealed, 2001, c. 9, s. 35]

foreign institution

foreign institution means an entity that is

• (a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

• (b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province; (institution étrangère)

form of proxy

form of proxy means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

going-private transaction

going-private transaction means a going-private transaction as defined in the regulations; (transaction de fermeture)

guarantee

guarantee includes a letter of credit; (garantie)

head office

head office, in relation to a bank, means the office required to be maintained under section 237 and, in relation to a bank holding company, means the office required to be maintained under section 814; (siège)

holder

holder means

• (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank,

• (b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7, and

• (c) in respect of the ownership of a membership share, the member who holds the membership share within the meaning of section 7.1; (détenteur)

holding body corporate

holding body corporate means a holding body corporate within the meaning of section 4; (société mère)

incorporated

incorporated, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act; (constitué en personne morale)

incorporating instrument

incorporating instrument means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument; (acte constitutif)

incorporator

incorporator, in relation to a bank or a bank holding company, means a person who applied for letters patent to incorporate the bank or bank holding company, as the case may be; (fondateur)

insurance holding company

insurance holding company means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act; (société de portefeuille d’assurances)

issuer

issuer, in respect of a security, means the entity that issues or issued the security; (émetteur)

letters patent

letters patent, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent; (lettres patentes)

local cooperative credit society

local cooperative credit society means a body corporate organized on cooperative principles incorporated by or under an Act of the legislature of a province

• (a) whose members or shareholders consist substantially of natural persons, and

• (b) whose principal purpose is to receive deposits from and make loans to its members and shareholders; (société coopérative de crédit locale)

member

member, in relation to a federal credit union, means a person who is one of the members of the federal credit union in accordance with subsection 47.04(2); (membre)

membership share

membership share, in relation to a federal credit union, means an ownership interest in the federal credit union that confers the rights referred to in subsection 79.1(1); (parts sociales)

members register

members register, in relation to a federal credit union, means the register referred to in section 254.1; (registre des membres)

Minister

Minister means the Minister of Finance; (ministre)

minor

minor has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word child in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989; (mineur)

NAFTA country resident

NAFTA country resident[Repealed, 1999, c. 28, s. 1]

non-WTO Member foreign bank

non-WTO Member foreign bank means a foreign bank that is not controlled by a WTO Member resident; (banque étrangère d’un non-membre de l’OMC)

officer

officer means

• (a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

• (b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise; (dirigeant)

order form

order form, in respect of a security, means a security in order form as determined in accordance with subsection 83(3); (titre à ordre)

ordinary resolution

ordinary resolution means a resolution passed by a majority of the votes cast in respect of that resolution; (résolution ordinaire)

patronage allocation

patronage allocation means an amount that a federal credit union allocates among its members based on the business done by them with or through the federal credit union; (ristourne)

person

person means a natural person, an entity or a personal representative; (personne)

personal representative

personal representative means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person, but does not include a delegate; (représentant personnel)

prescribed

prescribed means prescribed by regulation; (Version anglaise seulement)

principal office

principal office means, in relation to an authorized foreign bank, the office required to be maintained under section 535; (bureau principal)

principal officer

principal officer in relation to an authorized foreign bank means the person appointed under section 536; (dirigeant principal)

proxy

proxy means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

proxyholder

proxyholder means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; (fondé de pouvoir)

real property

real property includes a leasehold interest in real property; (biens immeubles)

recorded address

recorded address means

• (a) in relation to a person who is a shareholder of a bank or a bank holding company, the latest postal address of the person according to its central securities register,

• (a.1) in relation to a person who is a member of a federal credit union, the latest postal address of the person according to the members register, and

• (b) in relation to a person in any other respect in relation to a bank, the latest postal address of the person according to the records of the branch concerned; (adresse enregistrée)

registered form

registered form, in respect of a security, means a security in registered form as determined in accordance with subsection 83(4); (titre nominatif)

regulated foreign entity

regulated foreign entity means an entity that is

• (a) incorporated or formed otherwise in a country or territory, other than Canada, in which a trade agreement listed in Schedule IV is applicable, and

• (b) subject to financial services regulation in that country or territory; (entité étrangère réglementée)

regulatory capital

regulatory capital, in respect of a bank or a bank holding company, has the meaning given that expression by the regulations; (capital réglementaire)

resident Canadian

resident Canadian means a natural person who is

• (a) a Canadian citizen ordinarily resident in Canada,

• (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

• (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship; (résident canadien)

residential property

residential property means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; (immeuble résidentiel)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

security

security means

• (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and

• (b) in relation to any other entity, any ownership interest in or debt obligation of the entity; (titre ou valeur mobilière)

security interest

security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

send

send includes deliver; (envoyer)

series

series, in respect of shares, means a division of a class of shares; (série)

share

share does not include a membership share; (Version anglaise seulement)

significant interest

significant interest means a significant interest determined in accordance with section 8; (intérêt substantiel)

special resolution

special resolution means a resolution passed by a majority of not less than two thirds of the votes cast in respect of that resolution or signed by all the persons who are entitled to vote on that resolution; (résolution extraordinaire)

squeeze-out transaction

squeeze-out transaction means a transaction by a bank that is not a distributing bank, or a bank holding company that is not a distributing bank holding company, that requires an amendment to a by-law referred to in subsection 217(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares that are issued by the following persons and have rights and privileges equal to or greater than those of the shares of the affected class:

• (a) in the case of a bank, the bank, and

• (b) in the case of a bank holding company, the bank holding company; (transaction d’éviction)

subordinated indebtedness

subordinated indebtedness means an instrument evidencing an indebtedness of a bank that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the bank, be subordinate in right of payment to all deposit liabilities of the bank and all other liabilities of the bank except those that, by their terms, rank equally with or are subordinate to such indebtedness; (titre secondaire)

subsidiary

subsidiary means an entity that is a subsidiary of another entity as defined in section 5; (filiale)

substantial investment

substantial investment means a substantial investment determined in accordance with section 10; (intérêt de groupe financier)

Superintendent

Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act; (surintendant)

trade

trade, in respect of securities, means any sale or disposition of securities for valuable consideration; (opération)

transfer

transfer, in respect of securities, includes a transmission by operation of law; (transfert)

voting share

voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; (action avec droit de vote)

WTO Member resident

WTO Member resident means a WTO Member resident within the meaning of section 11.1. (résident d’un membre de l’OMC)