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

Marginal note:Application of section 379

 At the expiration of the period for compliance with an undertaking referred to in subsection 384(2), section 379 shall apply in respect of the company to which the undertaking relates.

  • 1991, c. 45, s. 385;
  • 2001, c. 9, s. 524.
Marginal note:Restriction on voting rights
  •  (1) If, with respect to any company, a particular person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any term or condition imposed under section 389, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights

    • (a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or

    • (b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.

  • Marginal note:Subsection (1) ceases to apply

    (2) Subsection (1) ceases to apply in respect of a person when, as the case may be,

    • (a) the shares to which the contravention relates have been disposed of;

    • (b) the person ceases to control the company within the meaning of paragraph 3(1)(d);

    • (c) if the person failed to comply with an undertaking referred to in subsection 384(2), the company complies with section 379; or

    • (d) if the person failed to comply with a term or condition imposed under section 389, the person complies with the term or condition.

  • 1991, c. 45, s. 386;
  • 1997, c. 15, s. 374;
  • 2001, c. 9, s. 524.

Approval Process

Marginal note:Application for approval
  •  (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

  • Marginal note:Applicant

    (2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.

  • 1991, c. 45, s. 387;
  • 2001, c. 9, s. 525.
Marginal note:Matters for consideration
  •  (1) Subject to subsection (2), if an application for an approval under section 375 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

    • (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;

    • (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;

    • (c) the business record and experience of the applicant or applicants;

    • (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

    • (e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

    • (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and

    • (g) the best interests of the financial system in Canada.

  • Marginal note:National treatment

    (2) Where a transaction in respect of which subsection 375(1) or (2) applies would cause a company to become a subsidiary of a foreign institution that is engaged in the trust and loan business, that does not have any other company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

  • Marginal note:Part XII of the Bank Act

    (3) Nothing in subsection (1) or (2) affects the operation of Part XII of the Bank Act.

  • 1991, c. 45, s. 388;
  • 1999, c. 28, s. 140;
  • 2001, c. 9, s. 526.
Marginal note:Terms and conditions

 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.

  • 1991, c. 45, s. 389;
  • 2001, c. 9, s. 527.
Marginal note:Certifying receipt of application
  •  (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

  • Marginal note:Incomplete application

    (2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

  • 1991, c. 45, s. 390;
  • 2001, c. 9, s. 528.
Marginal note:Notice of decision to applicant
  •  (1) Subject to subsections (2) and (3) and 392(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 390(1), send to the applicant

    • (a) a notice approving the transaction to which the application relates; or

    • (b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

  • Marginal note:Notice of decision

    (2) Subject to subsections (4) and 392(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 390(1) in the following cases:

    • (a) the application involves the acquisition of control of a company;

    • (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

    • (c) an application is made for the approval referred to in subsection 396(3).

  • Marginal note:Extension of period for notice

    (3) Where the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,

    • (a) within that period, send a notice to that effect to the applicant; and

    • (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.

  • Marginal note:Idem

    (4) Where the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.

  • 1991, c. 45, s. 391;
  • 2012, c. 31, s. 103.
Marginal note:Reasonable opportunity to make representations
  •  (1) Where, after receipt of the notice referred to in paragraph 391(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • Marginal note:Reasonable opportunity to make representations

    (2) If, after receipt of the notice sent in accordance with subsection 391(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • 1991, c. 45, s. 392;
  • 2012, c. 31, s. 104(E).
 
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