Continuance

Marginal note:Federal corporations

• 31.1 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament may apply to the Minister for letters patent continuing the body corporate as an association.

• 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 an association.

• Marginal note:Continuance for the purpose of amalgamation

  (3) A body corporate incorporated or continued otherwise than under this Act may apply to the Minister for letters patent continuing the body corporate as an association if the body corporate proposes to be continued under this Act for the purpose of amalgamating with another body corporate in compliance with this Act.

Marginal note:Application for continuance

• 31.2 (1) When a body corporate applies for letters patent under section 31.1, sections 24 to 27 apply in respect of the application, with any modifications that the circumstances require.

• Marginal note:Special resolution approval

  (2) When a body corporate applies for letters patent under section 31.1, the application must be duly authorized by a special resolution.

• Marginal note:Copy of special resolution

  (3) A copy of the special resolution must be filed with the application.

Marginal note:Power to issue letters patent

• 31.3 (1) On the application of a body corporate under subsection 31.1(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association if the body corporate

  • (a) satisfies the requirements for incorporation as an association or will, immediately after the letters patent are issued, satisfy those requirements;

  • (b) is organized and operated and carries on its business on a cooperative basis or will, immediately after the letters patent are issued, be organized and operated and carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure that, if set out in the letters patent and by-laws, would meet the requirements of this Act.

• Marginal note:Power to issue letters patent

  (2) On the application of a body corporate under subsection 31.1(3), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association only if the Minister is of the opinion that the association that results from the amalgamation will

  • (a) satisfy the requirements for incorporation as an association;

  • (b) be organized and operated and carry on its business on a cooperative basis; and

  • (c) have a capital and corporate structure that meet the requirements of this Act.

• Marginal note:Issue of letters patent

  (3) If letters patent are issued to a body corporate under subsection (1) or (2), section 27 applies in respect of the issue of letters patent, with any modifications that the circumstances require.

Marginal note:Effect of letters patent

31.4 On the day set out in the letters patent continuing a body corporate as an association under section 31.3,

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

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

Marginal note:Copy of letters patent

• 31.5 (1) When a body corporate is continued as an association under section 31.3, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was incorporated.

• 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 an association.

Marginal note:Effects of continuance

31.6 Where a body corporate is continued as an association,

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

• (b) the association 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 association;

• (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 association;

• (f) a person who, on the day the body corporate becomes an association, 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 of the security, 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 association.

Marginal note:Transitional

• 31.7 (1) Despite any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to an association in respect of which letters patent were issued under section 31.3 permission to

  • (a) engage in a business activity specified in the order that an association is not otherwise permitted by this Act to engage in and that the body corporate continued as the association was engaging in at the time the application for the letters patent was made;

  • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

  • (c) hold assets that an association is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the association at the time the application for the letters patent was made;

  • (d) acquire and hold assets that an association is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the association was obliged, at the time the application for the letters patent was made, to acquire those assets; and

  • (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada and maintain and process outside Canada information and data relating to the preparation and maintenance of those records or registers.

• Marginal note:Duration

  (2) The permission shall be expressed to be granted for a period specified in the order not exceeding

  • (a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, if the activity is conducted under an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

  • (b) with respect to any matter described in paragraph (1)(b), ten years; and

  • (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.

• Marginal note:Renewal

  (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission with respect to any matter described in paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary.

• Marginal note:Limitation

  (4) The Minister shall not grant to an association a permission

  • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the association that the association will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

  • (b) with respect to matters referred to in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business.

Marginal note:Transferring to other federal Acts

• 32. (1) An association may

  • (a) apply for letters patent continuing the association as a company under subsection 33(1) of the Trust and Loan Companies Act or amalgamating and continuing the association as a company under section 228 and subsection 234(1) of that Act;

  • (b) apply for letters patent continuing the association as a bank under subsection 35(1) of the Bank Act or amalgamating and continuing the association as a bank under section 223 and subsection 229(1) of that Act;

  • (c) apply for letters patent continuing the association as a bank holding company under subsection 684(1) of the Bank Act or amalgamating and continuing the association as a bank holding company under section 803 and subsection 809(1) of that Act;

  • (d) with the approval of the Minister, apply for a certificate of continuance under section 187 of the Canada Business Corporations Act; or

  • (e) with the approval of the Minister, apply for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, under section 285 of the Canada Cooperatives Act.

• Marginal note:Conditions for approval

  (2) No approval referred to in paragraph (1)(d) or (e) may be given to an association unless the Minister is satisfied that

  • (a) the application has been authorized by a special resolution of the members; and

  • (b) the association holds no deposits that are insured under the Canada Deposit Insurance Corporation Act.

Marginal note:Effect of letters patent or certificate

33. On the day specified in the letters patent or certificate of continuance referred to in any of paragraphs 32(1)(a) to (e), the Act referred to in the relevant paragraph applies and this Act ceases to apply to the body corporate continued under that Act.

Marginal note:Withdrawing application

34. If a special resolution authorizing the application for letters patent or a certificate of continuance referred to in any of paragraphs 32(1)(a) to (e) so states, the directors of an association may, without further approval of the members, withdraw the application before it is acted on.