Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
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.
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