Bank Act (S.C. 1991, c. 46)

Act current to 2016-01-25 and last amended on 2015-06-23. Previous Versions

Marginal note:Power of Commissioner on inquiry

 The Commissioner, in carrying out his or her duties in relation to consumer provisions, has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Commissioner’s direction.

  • 1999, c. 28, s. 60;
  • 2001, c. 9, s. 183.
Marginal note:Compliance agreement

 The Commissioner may enter into an agreement, called a “compliance agreement”, with a bank, authorized foreign bank or external complaints body for the purposes of implementing any measure that is designed so as to further compliance by it with the consumer provisions.

  • 1999, c. 28, s. 61;
  • 2001, c. 9, s. 183;
  • 2010, c. 25, s. 154.

PART XVBank Holding Companies

Purpose

Marginal note:Purpose

 The purpose of this Part is to provide for the incorporation, formation and regulation of bank holding companies.

  • 1999, c. 28, s. 61;
  • 2001, c. 9, s. 183.

DIVISION 1Interpretation

Marginal note:Definitions
  •  (1) The following definitions apply in this Part.

    complainant

    plaignant

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

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

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

    • (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. (plaignant)

    subordinated indebtedness

    titre secondaire

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

  • Marginal note:Provisions in other Parts

    (2) A reference in a provision of this Part to a provision in any other Part is deemed to be a reference to that provision as it has been made applicable by this Part in respect of bank holding companies.

  • Marginal note:References in other Parts

    (3) A reference in a provision of another Part to a provision that has been made applicable in respect of bank holding companies by this Part is to be read as including a reference to that provision as it has been made applicable in respect of bank holding companies.

  • 1999, c. 28, s. 61;
  • 2001, c. 9, s. 183.

DIVISION 2Status and Powers

Marginal note:Corporate powers
  •  (1) A bank holding company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

  • Marginal note:Powers restricted

    (2) A bank holding company shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

  • Marginal note:Business in Canada

    (3) A bank holding company may carry on business throughout Canada.

  • Marginal note:Powers outside Canada

    (4) Subject to this Act, a bank holding company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

  • 1999, c. 28, s. 61;
  • 2001, c. 9, s. 183.
Marginal note:No invalidity

 No act of a bank holding company, including any transfer of property to or by a bank holding company, is invalid by reason only that the act or transfer is contrary to the bank holding company’s incorporating instrument or this Act.

  • 1999, c. 28, s. 62;
  • 2001, c. 9, s. 183.
Marginal note:By-law not necessary

 It is not necessary for a bank holding company to pass a by-law in order to confer any particular power on the bank holding company or its directors.

  • 1999, c. 28, s. 63;
  • 2001, c. 9, s. 183.
Marginal note:No personal liability

 The shareholders of a bank holding company are not, as shareholders, liable for any liability, act or default of the bank holding company except as otherwise provided by this Act.

  • 1999, c. 28, s. 63;
  • 2001, c. 9, s. 183.
Marginal note:No constructive notice

 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a bank holding company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the bank holding company.

  • 1999, c. 28, s. 64, c. 31, ss. 16(F), 250;
  • 2001, c. 9, s. 183.
Marginal note:Authority of directors, officers and representatives
  •  (1) No bank holding company and no guarantor of an obligation of a bank holding company may assert against a person dealing with the bank holding company or against a person who has acquired rights from the bank holding company that

    • (a) the bank holding company’s incorporating instrument or any by-laws of the bank holding company have not been complied with;

    • (b) the persons named as directors of the bank holding company in the most recent return sent to the Superintendent under section 951 are not the directors of the bank holding company;

    • (c) the place named in the incorporating instrument or by-laws of the bank holding company is not the place where the head office of the bank holding company is situated;

    • (d) a person held out by the bank holding company as a director, officer or representative of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, officer or representative; or

    • (e) a document issued by any director, officer or representative of the bank holding company with actual or usual authority to issue the document is not valid or not genuine.

  • Marginal note:Exception — knowledge

    (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the bank holding company.

  • 1999, c. 28, s. 65;
  • 2001, c. 9, s. 183;
  • 2005, c. 54, s. 83.
Marginal note:Sunset provision
  •  (1) Subject to subsections (2) and (4), 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:Order not a regulation

    (3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

  • Marginal note:Exception

    (4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

  • 1999, c. 28, s. 65;
  • 2001, c. 9, s. 183;
  • 2006, c. 4, s. 199.1;
  • 2007, c. 6, s. 105;
  • 2012, c. 5, s. 77.

DIVISION 3Incorporation and Continuance

Formalities of Incorporation

Marginal note:Incorporation of bank holding company

 On the application of one or more persons made in accordance with this Part, the Minister may, subject to this Division, issue letters patent incorporating a bank holding company.

  • 1999, c. 28, s. 66;
  • 2001, c. 9, s. 183.
Marginal note:Restrictions on incorporation

 Letters patent incorporating a bank holding company may not be issued if the application therefor is made by or on behalf of

  • (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;

  • (b) the government of a foreign country or any political subdivision thereof;

  • (c) an agency of the government of a foreign country or any political subdivision thereof; or

  • (d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.

  • 1999, c. 28, s. 66;
  • 2001, c. 9, s. 183.
 
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