Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

This Web page has been archived on the Web.

Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)

Assented to 2001-06-14

AMENDMENTS TO ACTS IN RELATION TO FINANCIAL INSTITUTIONS

1991, c. 45Trust and Loan Companies Act

Marginal note:1991, c. 45, par. 559(a); 1994, c. 24, par. 34(1)(g)(F); 1997, c. 15, s. 343

487. Section 38 of the Act is replaced by the following:

Marginal note:Transferring to other federal Acts

  • 38. (1) A company may

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

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

    • (c) apply for letters patent continuing the company as an association under subsection 31.1(1) of the Cooperative Credit Associations Act if

      • (i) the company’s shareholders are limited 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 Minister, operating as credit unions or cooperative associations, and

      • (ii) the application for letters patent complies with prescribed terms and conditions, if any are prescribed.

  • Marginal note:Conditions for approval

    (2) No approval referred to in paragraph (1)(a) may be given to a company unless the Minister is satisfied that

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

    • (b) the company

      and

    • (c) unless authorized pursuant to section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after a certificate of continuance in respect of the company is issued under the Canada Business Corporations Act.

Marginal note:1996, c. 6, s. 113

488. Section 43 of the Act is replaced by the following:

Marginal note:Affiliated company

43. Despite section 41, a company that is affiliated with another entity may, with the consent of that entity and the approval of the Superintendent, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

Marginal note:1996, c. 6, s. 115

489. Subsection 46(2) of the Act is replaced by the following:

  • Marginal note:Revoking name

    (2) If a company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company and assign to it a name and, until changed in accordance with section 220 or 222, the name of the company is thereafter the name so assigned.

Marginal note:1996, c. 6, s. 115

490. Section 48 of the Act is replaced by the following:

Marginal note:Subsidiaries

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

491. Subsection 50(1) of the Act is replaced by the following:

Marginal note:Calling shareholders’ meeting

  • 50. (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.

492. Paragraph 56(1)(b) of the Act is replaced by the following:

  • (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);

493. Subsection 64(3) of the Act is replaced by the following:

  • Marginal note:Effective date

    (3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2).

  • 494. (1) Subsection 82(1) of the Act is replaced by the following:

    Marginal note:Declaration of dividend

    • 82. (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsections (4) and (5), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.

  • (2) Section 82 of the Act is amended by adding the following after subsection (4):

    • Marginal note:When dividend not to be declared

      (5) The directors of a company shall not declare and a company shall not pay a dividend in any financial year without the approval of the Superintendent if, on the day the dividend is declared, the total of all dividends declared by the company in that year would exceed the aggregate of the company’s net income up to that day in that year and of its retained net income for the preceding two financial years.

495. Subsection 145(2) of the French version of the Act is replaced by the following:

  • Marginal note:Renonciation à l’avis

    (2) La présence à l’assemblée équivaut à une renonciation de l’avis de convocation, sauf lorsque la personne y assiste spécialement pour s’opposer aux délibérations au motif que l’assemblée n’est pas régulièrement convoquée.

496. The portion of subsection 148(1) of the Act before paragraph (a) is replaced by the following:

Marginal note:Shareholder list

  • 148. (1) A company shall prepare a list, which may be in electronic form, of its shareholders entitled to receive notice of a meeting under paragraph 141(1)(a), arranged in alphabetical order and showing the number of shares held by each shareholder, which list must be prepared

497. Paragraph 161(2)(f) of the French version of the Act is replaced by the following:

  • f) désigner l’un des comités du conseil d’administration pour surveiller l’application des mécanismes et procédures visés à l’alinéa e) et s’assurer que ces mécanismes et procédures soient respectés par la société;

498. Subsection 163(2) of the Act is replaced by the following.

  • Marginal note:Residency requirement

    (2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and at least two thirds of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.

499. Subsection 167(2) of the Act, as amended by section 351 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, is repealed.

500. Subsection 176(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):

  • (e) when the director is removed from office under section 509.1 or 509.2.

501. The Act is amended by adding the following after section 187:

Marginal note:Presence of unaffiliated director

  • 187.1 (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.

  • Marginal note:Exception

    (3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.

Marginal note:1997, c. 15, s. 361(1)

502. Paragraph 199(3)(b) of the Act is replaced by the following:

  • (b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI;

  • (b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the company,

    • (i) establish policies for entering into transactions referred to in subsection 483.1(1), and

    • (ii) review transactions referred to in subsection 483.3(1); and

503. The portion of section 216 of the Act before paragraph (a) is replaced by the following:

Marginal note:Reliance on statement

216. A director, an officer or an employee of a company is not liable under subsection 162(1) or (2) or section 212 or 215 or subsection 494(1) if the director, officer or employee relies in good faith on

Table of Contents

 

Date modified: