Bank Act (S.C. 1991, c. 46)

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

Marginal note:Notice of issue of letters patent

 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a bank.

Marginal note:First directors

 The first directors of a bank are the directors named in the application for letters patent to incorporate the bank.

Marginal note:First members of federal credit union

 The incorporators of a federal credit union are deemed to be its first members.

  • 2010, c. 12, s. 1907.
Marginal note:Effect of letters patent

 A bank comes into existence on the date provided therefor in its letters patent.

Continuance

Marginal note:Federal corporations
  •  (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including a bank holding company, may apply to the Minister for letters patent continuing the body corporate as a bank under this Act.

  • Marginal note:Other corporations

    (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a bank under this Act.

  • Marginal note:Continuance for purpose of amalgamation

    (3) A local cooperative credit society may, if so authorized by the laws of the jurisdiction in which it is incorporated, apply to the Minister for letters patent continuing it as a federal credit union if it proposes to be continued under this Act for the purpose of immediately amalgamating with another federal credit union in accordance with this Act.

  • Marginal note:Continuance for purpose of amalgamation

    (4) Two or more local cooperative credit societies may, if so authorized by the laws of the jurisdiction in which they are incorporated, apply to the Minister for letters patent continuing each of them as a federal credit union if they propose to be continued under this Act for the purpose of immediately amalgamating with each other in accordance with this Act.

  • Marginal note:Application for amalgamation required

    (5) An application referred to in subsection (3) or (4) must be made at the same time as an application referred to in subsection 223(1.2) or (1.3) in respect of the amalgamation.

  • 1991, c. 46, s. 33;
  • 1994, c. 24, s. 34(F);
  • 2001, c. 9, s. 49;
  • 2010, c. 12, s. 1908;
  • 2014, c. 39, s. 270.
Marginal note:Application for continuance
  •  (1) If a body corporate applies for letters patent under section 33, sections 23 to 27 apply in respect of the application, with any modifications that the circumstances require.

  • Marginal note:Joint notice of continuance and amalgamation

    (1.1) In the case of an application made under subsection 33(3) or (4), the applicants referred to in subsection 223(1.2) or (1.3) may, in accordance with subsection 25(2) and paragraph 228(2)(a), jointly publish the notices referred to in those provisions in the form of a single notice.

  • Marginal note:Special resolution approval

    (2) If a body corporate applies for letters patent under section 33, the application must be duly authorized by a special resolution.

  • Marginal note:Copy of special resolution

    (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application.

  • Marginal note:Continuance and amalgamation — special resolutions

    (4) In the case of an application made under subsection 33(3) or (4), the vote on the special resolution must be held at the same time as the vote on the special resolutions referred to in subsection 226(4).

  • 1991, c. 46, s. 34;
  • 2010, c. 12, s. 1909;
  • 2014, c. 39, s. 271.
Marginal note:Power to issue letters patent
  •  (1) On the application of a body corporate under section 33, the Minister may, subject to this Part, issue letters patent continuing the body corporate as a bank under this Act.

  • Marginal note:Issue of letters patent

    (2) Where letters patent are issued to a body corporate under subsection (1), section 28 applies in respect of the issue of letters patent, with such modifications as the circumstances require.

  • 1991, c. 46, s. 35;
  • 2010, c. 12, s. 1910(E).
Marginal note:Power to issue letters patent
  •  (1) On the application of a local cooperative credit society under subsection 33(2), the Minister may, subject to this Part, issue letters patent continuing the local cooperative credit society as a federal credit union only if the Minister is of the opinion that the local cooperative credit society has complied with the regulations respecting notice and disclosure requirements.

  • Marginal note:Power to issue letters patent

    (2) On the application of a local cooperative credit society under subsection 33(3) or (4), the Minister may, subject to this Part, issue letters patent continuing the local cooperative credit society as a federal credit union only if

    • (a) the Minister is of the opinion that the local cooperative credit society has complied with the regulations respecting notice and disclosure requirements;

    • (b) the Minister is of the opinion that the federal credit union that results from the amalgamation will satisfy the requirements for incorporation as a federal credit union; and

    • (c) the Minister will, immediately after issuing letters patent for the continuance, issue letters patent for the amalgamation under subsection 229(1).

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations respecting notice and disclosure requirements for the purpose of subsections (1) and (2).

  • 2010, c. 12, s. 1911;
  • 2014, c. 39, s. 272.
Marginal note:Effect of letters patent

 On the day set out in the letters patent continuing a body corporate as a bank,

  • (a) the body corporate becomes a bank as if it had been incorporated under this Act; and

  • (b) the letters patent are deemed to be the incorporating instrument of the continued bank.

  • 1991, c. 46, s. 36;
  • 2010, c. 12, s. 1912(E).
Marginal note:Copy of letters patent
  •  (1) Where a body corporate is continued as a bank under this Part, the Superintendent shall forthwith send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.

  • Marginal note:Notice of issuance of letters patent

    (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a bank under this Act.

  • Marginal note:Notice of continuance and amalgamation

    (3) In the case of a continuance that results from an application made under subsection 33(3) or (4), the Superintendent may publish, in the form of a single notice, the notice referred to subsection (2), the notice required under subsection 229(3) in respect of the amalgamation and any notice required under subsection (2) in respect of other applicants for the amalgamation.

  • 1991, c. 46, s. 37;
  • 2014, c. 39, s. 273.
Marginal note:Effects of continuance
  •  (1) Where a body corporate is continued as a bank under this Part,

    • (a) the property of the body corporate continues to be the property of the bank;

    • (b) the bank continues to be liable for the obligations of the body corporate;

    • (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

    • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the bank;

    • (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the bank;

    • (f) a person who, on the day the body corporate becomes a bank, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and

    • (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the bank.

  • Marginal note:Membership shares

    (2) In addition, if the body corporate is continued as a federal credit union,

    • (a) in the case of a body corporate with common shares,

      • (i) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act,

      • (ii) the holders of those common shares are deemed to be the members of the federal credit union, and

      • (iii) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect; and

    • (b) in the case of a body corporate that has members,

      • (i) the membership shares, however designated, of the body corporate are deemed to be membership shares of the federal credit union to which are attached the rights, privileges and restrictions set out in this Act,

      • (ii) the members of the body corporate are deemed to be the members of the federal credit union, and

      • (iii) any agreement made before continuance under which the members of the body corporate have agreed to vote in a manner provided in the agreement is of no effect.

  • 1991, c. 46, s. 38;
  • 2010, c. 12, s. 1913.
 
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