Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
Marginal note:2001, c. 9, s. 465
2120. Subsection 719(1) of the Act is replaced by the following:
Marginal note:Federal corporations
719. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including a company but not including a federal credit union, may apply to the Minister for letters patent continuing the body corporate as an insurance holding company under this Part.
Marginal note:2001, c. 9, s. 465
2121. Section 857 of the Act is replaced by the following:
Marginal note:Application to amalgamate
857. On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including a company or an insurance holding company but not including a mutual company or a federal credit union, the Minister may issue letters patent amalgamating and continuing the applicants as one insurance holding company.
R.S., c. 18 (3rd Supp.), Part IOffice of the Superintendent of Financial Institutions Act
2122. Section 19 of the Office of the Superintendent of Financial Institutions Act is renumbered as subsection 19(1) and is amended by adding the following:
Marginal note:Prohibitions — federal credit union
(2) No member of the committee referred to in section 18, person appointed under subsection 5(5) or Deputy Superintendent shall
(a) directly or indirectly hold any interest or right in membership shares of a federal credit union, within the meaning of section 2 of the Bank Act, in excess of the minimum number of membership shares of the federal credit union that is required for membership; or
(b) exercise any right he or she has as a member of such a federal credit union, except any right that he or she has as a customer of the federal credit union.
1991, c. 45Trust and Loan Companies Act
2123. Section 2 of the Trust and Loan Companies Act is amended by adding the following in alphabetical order:
“federal credit union”
« coopérative de crédit fédérale »
“federal credit union” has the same meaning as in section 2 of the Bank Act;
Marginal note:1994, c. 24, par. 34(1)(q)(F)
2124. Subsection 31(1) of the Act is replaced by the following:
Marginal note:Federal corporations
31. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, other than a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.
2125. Paragraphs 228(b) and (c) of the Act are replaced by the following:
(b) one or more companies and one or more bodies corporate that are incorporated by or under an Act of Parliament, other than a federal credit union, or
(c) two or more bodies corporate incorporated by or under an Act of Parliament, other than a federal credit union,
R.S., c. W-11Winding-up and Restructuring Act
2126. Subsection 2(1) of the Winding-up and Restructuring Act is amended by adding the following in alphabetical order:
“federal credit union”
« coopérative de crédit fédérale »
“federal credit union” has the same meaning as in section 2 of the Bank Act;
Marginal note:2007, c. 6, s. 444
2127. The portion of paragraph 3(i) of the Act before subparagraph (i) is replaced by the following:
(i) if, in the case of a company that is a federal member institution, within the meaning assigned to that expression by the Canada Deposit Insurance Corporation Act, the shares and subordinated debt of which — and, if the federal member institution is a federal credit union, the membership shares of which — have been vested in the Canada Deposit Insurance Corporation by order of the Governor in Council under paragraph 39.13(1)(a) of the Canada Deposit Insurance Corporation Act, a transaction or series of transactions referred to in subsection 39.2(1) of that Act is not, in the opinion of the Corporation, substantially completed on or before the date that is not later than
2128. Paragraph 6(1)(b) of the Act is replaced by the following:
(b) is in liquidation or in the process of being wound up and, on petition by any of its shareholders or creditors, assignees or liquidators — or , if it is a federal credit union, by any of its members, shareholders, creditors, assignees or liquidators — asks to be brought under this Act; or
2129. Paragraph 10(b) of the Act is replaced by the following:
(b) if the company at a special meeting of shareholders — or, if the company is a federal credit union, at a special meeting of members or shareholders — called for the purpose has passed a resolution requiring the company to be wound up;
2130. Paragraph 11(a) of the Act is replaced by the following:
(a) in the cases mentioned in paragraphs 10(a) and (b), be made by the company or by a shareholder of the company, or, if the company is a federal credit union, by a member or shareholder of the company;
2131. Section 16 of the Act is replaced by the following:
Marginal note:Power of the court
16. On receiving the report of the accountant or person ordered to inquire into the affairs of the company under section 14, and after hearing such shareholders or creditors of the company, or, if the company is a federal credit union, such of its members, shareholders or creditors, as desire to be heard in respect of the report, the court may either refuse the application or make the winding-up order.
2132. Section 20 of the Act is replaced by the following:
Marginal note:Transfer of shares void
20. All transfers of shares of a company referred to in section 19 — or, if the company referred to in that section is a federal credit union, all transfers of membership shares or shares — except transfers made to or with the sanction of the liquidator, under the authority of the court, and every alteration in the status of the members of the company, after the commencement of the winding-up, are void.
Marginal note:1996, c. 6, s. 157
2133. (1) Subsection 102.1(1) of the Act is replaced by the following:
Marginal note:Inquiry into dividends and redemptions of shares
102.1 (1) If a company that is being wound up under this Act has, within 12 months preceding the commencement of the winding-up, paid a dividend in respect of any share of the company, other than a stock dividend, — or, in the case of a federal credit union, paid a dividend in respect of a share or membership share, other than a share or membership share dividend — or redeemed or purchased for cancellation any of the shares of the capital stock of the company — or any of the shares or the membership shares of the company, if it is a federal credit union — the court may, on the application of the liquidator, inquire into whether the dividend was paid or the shares or membership shares redeemed or purchased for cancellation at a time when the company was insolvent, or whether the payment of the dividend or the redemption or purchase for cancellation of its shares or membership shares rendered the company insolvent.
Marginal note:1996, c. 6, s. 157
(2) Subsections 102.1(4) to (7) of the Act is replaced by the following:
Marginal note:Judgment against shareholders
(4) If a transaction referred to in subsection (1) has occurred and the court makes a finding referred to in paragraph (2)(a), the court may give judgment to the liquidator against a shareholder, or a member of a federal credit union, who is related to one or more directors or to the company or who is a director not liable by reason of paragraph (2)(b) or subsection (5), in the amount of the dividend or redemption or purchase price referred to in subsection (1) and the interest on it, as was received by the shareholder or member and not repaid to the company.
Marginal note:Directors exonerated by law
(5) A judgment under subsection (2) may not be entered against or be binding on a director who had, in accordance with any applicable law governing the operation of the company, protested against the payment of the dividend or the redemption or purchase for cancellation of the shares of the capital stock of the company or of the shares or membership shares of the federal credit union and had exonerated himself or herself under that law from any liability for it.
Marginal note:Directors’ right to recover
(6) Nothing in this section is to be construed to affect any right, under any applicable law governing the operation of the company, of the directors to recover from a shareholder, or from a member of a federal credit union, the whole or any part of any dividend, or any redemption or purchase price, made or paid to the shareholder or member when the company was insolvent or that rendered the company insolvent.
Marginal note:Onus
(7) For the purposes of an inquiry under this section, the onus of proving
(a) that the company was not insolvent lies on the directors and the shareholders of the company or, if the company is a federal credit union, on the directors, members and shareholders of the company; and
(b) that there were reasonable grounds to believe any of the following lies on the directors:
(i) that the company was not insolvent when a dividend was paid or shares, or membership shares of a federal credit union, were redeemed or purchased for cancellation, or
(ii) that the payment of a dividend or a redemption of shares, or membership shares of a federal credit union, did not render the company insolvent.
Meaning of “dividend”
(8) In this section, “dividend” includes a patronage allocation within the meaning of section 2 of the Bank Act.
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