Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2017-09-14 and last amended on 2017-01-15. Previous Versions

PART VIIOwnership

DIVISION IInterpretation

Marginal note:Definitions

 The following definitions apply in this Part.

agent

mandataire

agent means

  • (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include

    • (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person,

    • (ii) an official or entity performing a function or duty in connection with the administration, management or investment of a fund established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons, or moneys derived from such a fund, or

    • (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and

  • (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. (mandataire)

eligible agent

mandataire admissible

eligible agent means an agent or agency of Her Majesty in right of Canada or of a province or an agent or agency of a government of a foreign country or any political subdivision of a foreign country

  • (a) whose mandate is publicly available;

  • (b) that controls the assets of an investment fund in a manner intended to maximize long-term risk-adjusted returns and that fund is

    • (i) one to which, as the case may be, Her Majesty in right of Canada or of a province or the government of a foreign country or political subdivision contributes, or

    • (ii) established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons; and

  • (c) whose decisions with respect to the assets of the fund referred to in paragraph (b) are not influenced in any significant way by, as the case may be, Her Majesty in right of Canada or of the province or the government of the foreign country or the political subdivision. (mandataire admissible)

  • 1994, c. 47, s. 205;
  • 2012, c. 19, s. 327.
Marginal note:Associates
  •  (1) For the purpose of determining ownership of a company by an eligible agent, where two persons, at least one of whom is an eligible agent, are associated with each other, those persons are deemed to be a single eligible agent who beneficially owns the aggregate number of shares of the company beneficially owned by them.

  • Marginal note:Associates

    (2) For the purposes of subsection (1), a person is associated with another person if

    • (a) each person is an agent or agency of Her Majesty in right of Canada;

    • (b) each person is an agent or agency of Her Majesty in right of the same province;

    • (c) each person is an agent or agency of a government of the same foreign country or a political subdivision of the same foreign country;

    • (d) one person is Her Majesty in right of Canada and the other person is an agent or agency of Her Majesty in that right;

    • (e) one person is Her Majesty in right of a province and the other person is an agent or agency of Her Majesty in right of that province; or

    • (f) one person is a government of a foreign country or any political subdivision of a foreign country and the other person is its agent or agency.

  • 2012, c. 19, s. 327.

DIVISION IIConstraints on Ownership

Marginal note:Constraining acquisition
  •  (1) No person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share of a company or purchase or otherwise acquire control of any entity that holds any share of a company if

    • (a) the acquisition would cause the person to have a significant interest in any class of shares of the company; or

    • (b) where the person has a significant interest in a class of shares of the company, the acquisition would increase the significant interest of the person in that class of shares.

  • Marginal note:Amalgamation, etc., constitutes acquisition

    (2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1).

  • Marginal note:Exemption

    (3) On application by a company, the Superintendent may exempt from the application of this section and section 376 any class of non-voting shares of the company if the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company.

  • (4) and (5) [Repealed, 2001, c. 9, s. 518]

  • 1991, c. 45, s. 375;
  • 2001, c. 9, s. 518;
  • 2007, c. 6, s. 354.
Marginal note:No acquisition of control without approval
  •  (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.

  • Marginal note:Amalgamation, etc., constitutes acquisition

    (2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).

  • 1997, c. 15, s. 372;
  • 2001, c. 9, s. 519;
  • 2007, c. 6, s. 355.
Marginal note:Constraining registration

 No company shall, unless the acquisition of the share has been approved by the Minister, record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if

  • (a) the transfer or issue of the share would cause the person to have a significant interest in any class of shares of the company; or

  • (b) where the person has a significant interest in a class of shares of the company, the transfer or issue of the share would increase the significant interest of the person in that class of shares of the company.

Marginal note:Exception — small holdings

 Despite section 376, if, as a result of a transfer or issue of shares of a class of shares of a company to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the company in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the company is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the company as a result of that issue or transfer of shares.

  • 1994, c. 47, s. 206;
  • 2012, c. 31, s. 100.
Marginal note:Where approval not required
  •  (1) Notwithstanding subsections 375(1) and (2) and section 376, approval of the Minister is not required where a person with a significant interest in a class of shares of a company or an entity controlled by a person with a significant interest in a class of shares of a company

    • (a) purchases or otherwise acquires shares of that class, or

    • (b) acquires control of any entity that holds any share of that class,

    and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

  • Marginal note:Percentage

    (2) Subject to subsection (3), for the purposes of subsection (1), the percentage is 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

    • (a) the person, or

    • (b) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

    of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

  • Marginal note:Idem

    (3) Where a person has a significant interest in a class of shares of a company and the person’s percentage of that class has decreased after the date of the most recent purchase or other acquisition by

    • (a) the person, or

    • (b) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

    of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, the percentage for the purposes of subsection (1) is the percentage that is the lesser of

    • (c) 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

      • (i) the person, or

      • (ii) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

      of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, and

    • (d) 10 percentage points in excess of the lowest significant interest of the person in that class of shares of the company at any time after the later of the day this Part comes into force and the day of the most recent purchase or other acquisition by

      • (i) the person, or

      • (ii) any entity controlled by the person, other than the entity referred to in paragraph (1)(b),

      of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

  • Marginal note:Exception — eligible agent

    (3.1) If the person referred to in subsection (1) is an eligible agent or an entity controlled by an eligible agent, then the Minister may reduce the percentage referred to in subsection (2) or (3).

  • Marginal note:Exception

    (4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would

    • (a) result in the acquisition of control of the company by the person referred to in that subsection;

    • (b) where the person controls the company but the voting rights attached to the aggregate of any voting shares of the company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company;

    • (c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or

    • (d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies, and the increase is not exempted by the regulations.

  • Marginal note:Regulations

    (5) The Governor in Council may make regulations

    • (a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and

    • (b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.

  • 1991, c. 45, s. 377;
  • 1997, c. 15, s. 373;
  • 2012, c. 31, s. 101.
 
Date modified: