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:Deposits and investments before order

 Where a company comes into existence but no order approving the commencement and carrying on of business is made for the company, the company may only

  • (a) deposit, in Canada, paid-in capital of the company in another deposit-taking Canadian financial institution; or

  • (b) invest paid-in capital of the company in unencumbered securities of the Government of Canada or the government of any province.

Marginal note:Conditions for order
  •  (1) The Superintendent shall not make an order approving the commencement and carrying on of business by a company until it has been shown to the satisfaction of the Superintendent that

    • (a) the meeting of shareholders of the company referred to in subsection 50(1) has been duly held;

    • (b) the company has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 50(1);

    • (c) the expenses of incorporation and organization to be borne by the company are reasonable; and

    • (d) all other relevant requirements of this Act have been complied with.

  • Marginal note:Time limit

    (2) The Superintendent shall not make an order approving the commencement and carrying on of business by a company more than one year after the day on which the company comes into existence.

  • 1991, c. 45, s. 56;
  • 2001, c. 9, s. 492.
Marginal note:Authorization in order
  •  (1) An order approving the commencement and carrying on of business by a company may, at the discretion of the Superintendent, contain the authorization for the company to carry on the activities referred to in section 412.

  • Marginal note:Trust company

    (2) Where an order approving the commencement and carrying on of business by a company contains the authorization referred to in subsection (1), subsection 52(3) or paragraph 58(1)(a), the company is a trust company under this Act.

  • Marginal note:Mortgage investment company

    (3) An order approving the commencement and carrying on of business by a company, other than a company that is a trust company pursuant to subsection (2), may, at the discretion of the Superintendent, contain a designation that the company is a mortgage investment company under this Act.

  • Marginal note:Conditions of order

    (4) An order approving the commencement and carrying on of business by a company may contain such conditions or limitations that are consistent with this Act and relate to the business of the company as the Superintendent deems expedient and necessary.

Marginal note:Variations
  •  (1) In respect of the order approving the commencement and carrying on of business by a company, the Superintendent may at any time, by further order,

    • (a) add to the order the authorization for the company to carry on the activities referred to in section 412, or the designation referred to in subsection 57(3),

    • (b) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the company as the Superintendent deems expedient and necessary,

    • (c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, or

    • (d) revoke any designation contained in the order,

    but before making any such further order the Superintendent shall provide the company with an opportunity to make representations regarding that further order.

  • (2) to (6) [Repealed, 1996, c. 6, s. 116]

  • 1991, c. 45, s. 58;
  • 1996, c. 6, s. 116.
Marginal note:Public notice
  •  (1) On the making of an order approving the commencement and carrying on of business by a company, the company shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the company is located.

  • Marginal note:Notice in Canada Gazette

    (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by a company.

  • Marginal note:Non-application to former-Act company

    (3) For greater certainty, this section does not apply to a company referred to in subsections 52(2) and (3).

Marginal note:Cessation of existence

 Except for the sole purpose of winding up the company’s affairs, a company ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.

Marginal note:Allowed disbursements
  •  (1) Where an order approving the commencement and carrying on of business is not made for a company, no part of the moneys of the company shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 54, unless the payment has been approved by a special resolution.

  • Marginal note:Application to court to settle disbursements

    (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the company is situated to settle and determine the amounts to be paid out of any moneys of the company before distribution of the balance to the shareholders or, where there are no shareholders, to the incorporators.

  • Marginal note:Notice of application to court

    (3) The directors shall, at least twenty-one days prior to the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders or incorporators, as the case may be, a notice of the application, which notice shall contain a statement of the amounts that are proposed to be settled and determined by the court.

  • Marginal note:Ratio payable

    (4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders or incorporators, as the case may be, the directors shall, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part thereof chargeable to each shareholder or incorporator as the ratio of the amount paid in by the shareholder or incorporator to the aggregate of all the amounts paid in by the shareholders or incorporators.

  • Marginal note:Return of excess

    (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned thereon, to the shareholders or incorporators, the respective balances of the moneys paid in by them, less the amount chargeable to each shareholder or incorporator under subsection (4).

PART VCapital Structure

Share Capital

Marginal note:Power to issue shares
  •  (1) Subject to this Act and the by-laws of the company, shares of a company may be issued at such times and to such persons and for such consideration as the directors of the company may determine.

  • Marginal note:Shares

    (2) Shares of a company shall be in registered form and shall be without nominal or par value.

  • Marginal note:Shares of former-Act company

    (3) Shares with nominal or par value of a former-Act company are deemed to be shares without nominal or par value.

  • Marginal note:Shares of continued company

    (4) Where a body corporate is continued as a company under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

  • Marginal note:Deemed share conditions

    (5) Where any right of a holder of a share with nominal or par value of a former-Act company or a body corporate continued as a company under this Act, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this Part or the continuance under this Act, as the case may be, that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.

Marginal note:Common shares
  •  (1) A company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include

    • (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

    • (b) the right to receive dividends declared on those shares; and

    • (c) the right to receive the remaining property of the company on dissolution.

  • Marginal note:Designations of shares

    (2) No company shall designate more than one class of its shares as “common shares” or any variation of that term.

  • (3) [Repealed, 2012, c. 5, s. 164]

  • Marginal note:Continued company

    (4) A body corporate continued as a company under this Act that is not in compliance with subsection (2) on the date letters patent continuing it as a company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

  • Marginal note:Exception

    (5) Subsections (1) and (2) do not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.

  • 1991, c. 45, s. 63;
  • 2012, c. 5, s. 164.
 
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