Bank Act (S.C. 1991, c. 46)

Marginal note:Suspension of voting rights held by governments

• 914 (1) Despite section 737, no person shall, in person or by proxy, exercise any voting rights attached to any share of a bank holding company that is beneficially owned by

  • (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or

  • (b) the government of a foreign country or any political subdivision thereof, or any agency thereof.

• Marginal note:Exception

  (2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

• Marginal note:Exception — eligible agent

  (3) Subsection (1) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 913(3).

• Marginal note:Consequence of suspension of approval

  (4) If an approval referred to in subsection 913(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the bank holding company that is beneficially owned by the eligible agent.

Marginal note:Disposition of shareholdings

• 915 (1) If, with respect to any bank holding company, a person contravenes section 874 or subsection 875(1), 876(1) or 878(1) or section 880 or 881 or subsection 882(1) or section 883 or fails to comply with an undertaking referred to in subsection 899(2) or with any terms and conditions imposed under section 907, the Minister may, if the Minister deems it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the bank holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

• Marginal note:Representations

  (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the bank holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

Marginal note:Appeal

916 Any person with respect to whom a direction has been made under subsection 915(1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 977.

Marginal note:Application to court

• 917 (1) If a person fails to comply with a direction made under subsection 913(7) or 915(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

• Marginal note:Court order

  (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the bank holding company concerned to sell the shares that are the subject-matter of the direction.

• Marginal note:Appeal

  (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

Marginal note:Interest of securities underwriter

918 This Division does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.

Marginal note:Arrangements to effect compliance

• 919 (1) The directors of a bank holding company may make such arrangements as they deem necessary to carry out the intent of this Division and, in particular, but without limiting the generality of the foregoing, may

  • (a) require any person in whose name a share of the bank holding company is held to submit a declaration setting out

    • (i) the beneficial ownership of the share, and

    • (ii) such other information as the directors deem relevant for the purposes of this Division;

  • (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

  • (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

• Marginal note:Order of Superintendent

  (2) The Superintendent may, by order, direct a bank holding company to obtain from any person in whose name a share of the bank holding company is held a declaration setting out the name of every entity controlled by that person and containing information concerning

  • (a) the ownership or beneficial ownership of the share; and

  • (b) such other related matters as are specified by the Superintendent.

• Marginal note:Compliance required

  (3) As soon as possible after receipt by a bank holding company of a direction under subsection (2),

  • (a) the bank holding company shall comply with the direction; and

  • (b) every person who is requested by the bank holding company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

• Marginal note:Outstanding declaration: effect

  (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, a bank holding company may refuse to issue the share or register the transfer unless the required declaration is submitted.

Marginal note:Reliance on information

920 A bank holding company and any person who is a director or an officer, employee or agent of the bank holding company may rely on any information contained in a declaration required by the directors pursuant to section 919 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the bank holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information.

Marginal note:Competition Act

921 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.

DIVISION 8Business and Powers

Marginal note:Main business

• 922 (1) Subject to this Part, a bank holding company shall not engage in or carry on any business other than

  • (a) acquiring, holding and administering investments that are permitted by this Part;

  • (b) providing management, advisory, financing, accounting, information processing and other prescribed services to entities in which it has a substantial investment; and

  • (c) any other prescribed business.

• Marginal note:Regulations

  (2) The Governor in Council may make regulations prescribing businesses or services for the purposes of subsection (1).

Marginal note:Restriction on guarantees

• 923 (1) A bank holding company shall not guarantee on behalf of any person the payment or repayment of any sum of money.

• Marginal note:Exception

  (2) Subsection (1) does not apply if

  • (a) the person on whose behalf the bank holding company has undertaken to guarantee the payment or repayment is a subsidiary of the bank holding company; and

  • (b) the subsidiary has an unqualified obligation to reimburse the bank holding company for the full amount of the payment or repayment to be guaranteed.

• Marginal note:Regulations

  (3) The Governor in Council may make regulations imposing terms and conditions in respect of guarantees permitted by this section.

Marginal note:Restriction on partnerships

• 924 (1) Except with the approval of the Superintendent, a bank holding company shall not be a general partner in a limited partnership or a partner in a general partnership.

• Meaning of general partnership

  (2) For the purposes of subsection (1), general partnership means any partnership other than a limited partnership.

DIVISION 9Investments

Interpretation

Marginal note:Definitions

• 925 (1) The definitions in subsection 464(1) apply in respect of bank holding companies, except that the reference to “section 468” in the definition permitted entity is to be read as a reference to “section 930” and the reference to “bank” in that definition is to be read as a reference to “bank holding company”.

• Marginal note:Members of a bank holding company’s group

  (2) For the purpose of this Division, a member of a bank holding company’s group is any of the following:

  • (a) an entity referred to in any of paragraphs 930(1)(a) to (f) that controls the bank holding company;

  • (b) a subsidiary of the bank holding company or of an entity referred to in any of paragraphs 930(1)(a) to (f) that controls the bank holding company;

  • (c) an entity in which the bank holding company, or an entity referred to in any of paragraphs 930(1)(a) to (f) that controls the bank holding company, has a substantial investment; or

  • (d) a prescribed entity in relation to the bank holding company.

• Marginal note:Non-application of Division

  (3) This Division does not apply in respect of

  • (a) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or

  • (b) the holding of a security interest in securities of an entity.

Investments

Marginal note:Investments

926 Subject to this Division, a bank holding company may invest its funds in the shares of or ownership interests in any entity or make any other investment that its directors consider necessary or advisable to manage the bank holding company’s liquidity.

General Constraints on Investments

Marginal note:Investment standards

927 The directors of a bank holding company shall establish and the bank holding company shall adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply to avoid undue risk of loss and obtain a reasonable return.

Marginal note:Limit — business growth fund

• 927.1 (1) The aggregate value of all ownership interests in the business growth fund and the entities that the business growth fund controls that a bank holding company and its subsidiaries hold must not exceed $200,000,000.

• Marginal note:Application

  (2) For the purposes of subsection (1), the value of an ownership interest is determined by the amount paid for it at the time of its issuance.