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

Act current to 2017-11-06 and last amended on 2017-01-15. Previous Versions

Marginal note:Subsidiaries

 Despite subsections 47(1) and (2), a subsidiary of a company may use the company’s name in its name.

  • 1991, c. 45, s. 48;
  • 1996, c. 6, s. 115;
  • 2001, c. 9, s. 490.
Marginal note:Definition of “reserved name”
  •  (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

  • Marginal note:Termination of control required in certain cases

    (2) No person, other than a financial institution, who

    • (a) is carrying on business in Canada under a reserved name, and

    • (b) has control or acquires control of a company,

    shall control the company on the later of

    • (c) one year after this section comes into force, and

    • (d) one year after the date of acquisition of the control.

  • Marginal note:Prohibition

    (3) No person, other than a financial institution, who

    • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

    • (b) has control or acquires control of a company,

    shall control the company on the later of

    • (c) one year after this section comes into force, and

    • (d) one year after the date of the acquisition of the control.

  • Marginal note:Continuing control prohibited

    (4) Notwithstanding subsection (3), where a financial institution controls an entity that

    • (a) is not a financial institution,

    • (b) carries on business in Canada under a reserved name, and

    • (c) has control or acquires control of a company,

    the entity shall not control the company on the later of

    • (d) one year after this section comes into force, and

    • (e) one year after the date on which the entity acquires control of the company.

  • Marginal note:Exceptions

    (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force.

  • 1996, c. 6, s. 115.

PART IVOrganization and Commencement

Organization Meetings

Marginal note:First directors’ meeting
  •  (1) After letters patent incorporating a company are issued, a meeting of the directors of the company shall be held at which the directors may, subject to this Part,

    • (a) make by-laws;

    • (b) adopt forms of share certificates and corporate records;

    • (c) authorize the issue of shares of the company;

    • (d) appoint officers;

    • (e) appoint an auditor to hold office until the first meeting of shareholders;

    • (f) make banking arrangements; and

    • (g) deal with any other matters necessary to organize the company.

  • Marginal note:Calling directors’ meeting

    (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 185(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company.

Marginal note:Calling shareholders’ meeting
  •  (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company in respect of which letters patent were issued under section 21 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company.

  • Marginal note:Meeting of shareholders

    (2) The shareholders of a company shall, by resolution at the meeting of shareholders called pursuant to subsection (1),

    • (a) approve, amend or reject any by-law made by the directors of the company;

    • (b) subject to section 172, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

    • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders.

  • 1991, c. 45, s. 50;
  • 2001, c. 9, s. 491.
Marginal note:Term of first directors

 A director named in the application for letters patent to incorporate a company holds office until the election of directors at the meeting of shareholders called pursuant to subsection 50(1).

Commencement and Carrying on of Business

Marginal note:Order to commence and carry on business
  •  (1) A company shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the company.

  • Marginal note:Former-Act companies — Loan Companies Act

    (2) A licence that was issued to a company under section 76 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) and the company remains subject to any and all other restrictions and conditions in the licence.

  • Marginal note:Former-Act companies

    (3) A licence that was issued to a company under section 87 of the Trust Companies Act or under section 112 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) containing the authorization referred to in subsection 57(1) or the designation referred to in subsection 57(3), as the case may be, and the company remains subject to any and all other restrictions and conditions contained in the licence.

  • Marginal note:Continued company

    (4) Except in respect of a body corporate that is continued as a company under this Act for the purposes of forthwith amalgamating with one or more bodies corporate and continuing as a company under this Act, where letters patent continuing a body corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.

  • Marginal note:Amalgamated company

    (5) Where letters patent amalgamating and continuing two or more bodies corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.

  • Marginal note:Subsection 53(2) and section 56 do not apply

    (6) For greater certainty, subsection 53(2) and section 56 do not apply in respect of a company referred to in subsections (4) and (5).

Marginal note:Authority to make order
  •  (1) On application by a company, the Superintendent may make an order approving the commencement and carrying on of business by the company.

  • Marginal note:Statement of payments

    (2) An application by a company for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the company in connection with its incorporation and organization.

Marginal note:No payments before order

 Until an order approving the commencement and carrying on of business is made for a company, the company shall not make any payment on account of incorporation or organization expenses out of moneys received from the issue of the shares of the company and interest thereon, except reasonable sums

  • (a) for the remuneration of not more than two officers;

  • (b) for the payment of costs related to the issue of shares of the company; and

  • (c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.

 
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