Bank Act (S.C. 1991, c. 46)

Act current to 2015-08-04 and last amended on 2015-06-23. Previous Versions

Transfer of Business

Marginal note:Shareholder approval
  •  (1) A sale, lease or exchange of all or substantially all the property of a bank holding company requires the approval of the shareholders in accordance with subsections (2) to (7).

  • Marginal note:Notice of meeting

    (2) A notice of a meeting of shareholders complying with sections 727 and 730 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

  • Marginal note:Shareholder approval

    (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions.

  • Marginal note:Right to vote

    (4) Each share of the bank holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

  • Marginal note:Class vote

    (5) The holders of shares of a class or series of shares of the bank holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

  • Marginal note:Special resolution

    (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution.

  • Marginal note:Abandoning transaction

    (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of a bank holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.

  • 2001, c. 9, s. 183.

Corporate Records

Head Office and Corporate Records

Marginal note:Head office
  •  (1) A bank holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

  • Marginal note:Change of head office

    (2) The directors of a bank holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

  • Marginal note:Notice of change of address

    (3) A bank holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

  • 2001, c. 9, s. 183;
  • 2005, c. 54, s. 119.
Marginal note:Bank holding company records
  •  (1) A bank holding company shall prepare and maintain records containing

    • (a) its incorporating instrument and by-laws and all amendments to them;

    • (b) minutes of meetings and resolutions of shareholders;

    • (c) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 951; and

    • (d) particulars of exceptions granted under section 688 or 812 that are from time to time applicable to the bank holding company.

  • Marginal note:Additional records

    (2) In addition to the records described in subsection (1), a bank holding company shall prepare and maintain adequate

    • (a) corporate accounting records; and

    • (b) records containing minutes of meetings and resolutions of the board of directors and those of its committees.

  • Marginal note:Continued bank holding companies

    (3) For the purposes of paragraph (1)(b) and subsection (2),

    • (a) in the case of a body corporate continued as a bank holding company, “records” includes similar records required by law to be maintained by the body corporate before it was so continued; and

    • (b) in the case of a body corporate amalgamated and continued as a bank holding company, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

  • 2001, c. 9, s. 183.