Jobs and Economic Growth Act (S.C. 2010, c. 12)
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Assented to 2010-07-12
PART 17FEDERAL CREDIT UNIONS
1991, c. 46Bank Act
2038. Section 344 of the Act is replaced by the following:
Marginal note:Resolutions
344. If the voluntary liquidation and dissolution of a bank is proposed, the bank may apply to the Minister for letters patent dissolving the bank
(a) if, in the case of a bank that is not a federal credit union, it is authorized by a special resolution of the shareholders or, if the bank has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote; or
(b) if, in the case of a federal credit union, it is authorized by a special resolution of the members and, if the federal credit union has issued one or more classes of shares, by separate special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.
2039. Paragraphs 345(4)(c) and (d) of the Act are replaced by the following:
(c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders or members, as the case may be, discharge all its obligations and do all other acts required to liquidate its business; and
(d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders, according to their respective rights, or its members, as the case may be.
2040. (1) The portion of paragraph 349(g) of the Act before subparagraph (i) is replaced by the following:
(g) an order determining and enforcing the duty or liability of any present or former director, officer, shareholder or member
(2) Paragraphs 349(l) and (m) of the Act are replaced by the following:
(l) subject to sections 356 to 358, an order approving any proposed, interim or final distribution to shareholders or members, as the case may be, or incorporators, in money or in property;
(m) an order disposing of any property belonging to creditors, shareholders, members and incorporators who cannot be found;
(3) The portion of paragraph 349(n) of the Act before subparagraph (i) is replaced by the following:
(n) on the application of any director, officer, shareholder, member, incorporator, creditor or the liquidator,
2041. (1) Paragraph 350(1)(b) of the Act is replaced by the following:
(b) the powers of the directors, shareholders and members are vested in the liquidator and cease to be vested in the directors, shareholders and members, except as specifically authorized by the court.
(2) Subsection 350(2) of the Act is replaced by the following:
Marginal note:Delegation by liquidator
(2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors, shareholders or members, if any.
2042. Section 351 of the Act is replaced by the following:
Marginal note:Appointment of liquidator
351. When making an order for the liquidation of a bank, or at any later time, the court may appoint any person, including a director, an officer, a shareholder or a member of the bank or any other bank, as liquidator of the bank.
2043. (1) Paragraph 353(1)(f) of the Act is replaced by the following:
(f) maintain separate lists of members and of each class of creditors, shareholders and other persons having claims against the bank;
(2) Paragraph 353(1)(i) of the Act is replaced by the following:
(i) after the final accounts are approved by the court, distribute any remaining property of the bank among the shareholders, incorporators or members, according to their respective rights.
2044. (1) Paragraph 357(1)(a) of the Act is replaced by the following:
(a) for approval of the final accounts of the liquidator and for an order permitting the distribution, in money or in kind, of the remaining property of the bank to its shareholders, or members, if any, or to the incorporators, according to their respective rights; or
(2) Subsections 357(2) and (3) of the Act are replaced by the following:
Marginal note:Application by shareholder or member
(2) If a liquidator fails to make the application required by subsection (1), a shareholder of the bank or, if there are no shareholders of the bank, an incorporator — or, if the bank is a federal credit union, a member or shareholder of the federal credit union or, if there are no members or shareholders, an incorporator — may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.
Marginal note:Notification of final accounts
(3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union.
2045. Section 359 of the Act is replaced by the following:
Marginal note:Right to distribution of money
359. (1) If in the course of the liquidation of a bank that is not a federal credit union the shareholders resolve, or the liquidator proposes, to exchange all or substantially all of the remaining property of the bank for securities of another entity that are to be distributed to the shareholders or to the incorporators — or to distribute all or part of the remaining property of the bank to the shareholders or to the incorporators in kind — a shareholder or incorporator may apply to the court for an order requiring the distribution of the remaining property of the bank to be in money.
Marginal note:Right to distribution of money — federal credit union
(2) If in the course of the liquidation of a federal credit union the members resolve, or the liquidator proposes, to exchange all or substantially all of the remaining property of the federal credit union for securities of another entity that are to be distributed to the members or to members and shareholders — or to distribute all or part of the remaining property of the federal credit union to the members or to members and shareholders in kind — a member or shareholder may apply to the court for an order requiring the distribution of the remaining property of the federal credit union to be in money.
Marginal note:Powers of court
(3) On an application under subsection (1) or (2) , the court may order
(a) all of the remaining property of the bank to be converted into and distributed in money; or
(b) the claim of any person applying under this section to be satisfied by a distribution in money.
Marginal note:Order by court
(4) If an order is made by a court under paragraph (3)(b), the court
(a) must fix a fair value on the share of the property of the bank attributable to the person;
(b) may in its discretion appoint one or more appraisers to assist the court in fixing a fair value in accordance with paragraph (a); and
(c) must render a final order against the bank in favour of the person for the amount of the share of the bank’s property attributable to the person.
2046. Section 361 of the Act is replaced by the following:
Marginal note:Definition of “shareholder”, “member” and “incorporator”
361. In sections 363 and 364, “shareholder”, “member” and “incorporator” include the heirs and personal representatives of a shareholder, member or incorporator, respectively.
2047. (1) Subsection 363(1) of the Act is replaced by the following:
Marginal note:Limitations on liability
363. (1) Despite the dissolution of a bank, a shareholder, member or incorporator to whom any of its property has been distributed is liable to any person claiming under subsection 362(1) to the extent of the amount received by that shareholder, member or incorporator on the distribution.
(2) Subsection 363(3) of the Act is replaced by the following:
Marginal note:Action against class
(3) A court may order an action referred to in subsections (1) and (2) to be brought against the persons who were shareholders, members or incorporators as a class, subject to any conditions that the court thinks fit.
(3) Paragraphs 363(4)(a) and (b) of the Act are replaced by the following:
(a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder, member or incorporator;
(b) determine, subject to subsection (1), the amount that each person who was a shareholder, member or incorporator must contribute towards satisfaction of the plaintiff’s claim; and
2048. Section 364 of the Act is replaced by the following:
Marginal note:Persons who cannot be found
364. If a creditor, shareholder, member or incorporator to whom property is to be distributed on the dissolution of a bank cannot be found, the portion of the property to be distributed to that creditor, shareholder, member or incorporator is to be converted into money and paid in accordance with section 366.
Marginal note:1996, c. 6, par. 167(1)(a)
2049. Subsections 366(1) and (2) of the Act are replaced by the following:
Marginal note:Unclaimed money on winding-up
366. (1) Despite the Winding-up and Restructuring Act, if the business of a bank is being wound up, the liquidator or the bank must pay to the Minister on demand and in any event before the final winding-up of that business any amount that is payable by the liquidator or the bank to a creditor, shareholder, member or incorporator of the bank to whom payment of that amount has not, for any reason, been made.
Marginal note:Records
(2) If a liquidator or a bank makes a payment to the Minister under subsection (1) with respect to a creditor, shareholder, member or incorporator, the liquidator or bank must concurrently forward to the Minister all documents, records and registers in the possession of the liquidator or bank that relate to the entitlement of the creditor, shareholder, member or incorporator.
Marginal note:2001, c. 9, s. 97
2050. (1) Subsection 371(1) of the Act is replaced by the following:
Marginal note:Associates
371. (1) For the purpose of determining ownership of a bank, if two persons who each beneficially own shares or membership shares of a bank are associated with each other, those persons are deemed to be a single person who beneficially owns the aggregate number of shares and membership shares of the bank beneficially owned by them.
(2) The portion of subsection 371(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Associates
(2) For the purposes of subsection (1), a person who beneficially owns shares or membership shares of a bank is associated with another person who beneficially owns shares or membership shares of the bank if
Marginal note:2001, c. 9, s. 98; 2007, c. 6, ss. 19(1)(F) and (2)
2051. Sections 372 and 373 of the Act are replaced by the following:
Marginal note:Significant interest
372. Except as permitted by this Part, no person shall have a significant interest in any class of shares, or in membership shares, of a bank.
Marginal note:Acquisition of significant interest
373. (1) Subject to this Part, no person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share or membership share of a bank or purchase or otherwise acquire control of any entity that holds any share or membership share of a bank if
(a) the acquisition would cause the person to have a significant interest in any class of shares or in membership shares of the bank, as the case may be; or
(b) where the person has a significant interest in a class of shares or in membership shares of the bank, the acquisition would increase the significant interest of the person in that class or in the membership shares, as the case may be.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares or in membership shares of a bank, the entity is deemed to be acquiring a significant interest in that class of shares or in membership shares, as the case may be, through an acquisition for which the approval of the Minister is required under subsection (1).
2052. Section 374 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2053. Section 374.1 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2054. Section 375 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2055. Section 376 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a federal credit union that controls a bank.
2056. Section 376.01 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a federal credit union that controls a bank.
2057. Section 376.1 of the Act is renumbered as subsection 376.1(1) and is amended by adding the following:
Marginal note:Exception — federal credit union
(2) Subsection (1) does not apply in respect of a person who has a significant interest in any class of shares of a federal credit union.
2058. Section 376.2 of the Act is renumbered as subsection 376.2(1) and is amended by adding the following:
Marginal note:Exception — federal credit union
(2) Subsection (1) does not apply in respect of a person who has a significant interest in any class of shares of a federal credit union.
2059. Section 377 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who controls a federal credit union.
2060. Section 377.1 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who acquires control of a federal credit union.
2061. The Act is amended by adding the following after section 377.1:
Marginal note:Prohibition against control — federal credit union
377.2 (1) No person shall, without the approval of the Minister, control, within the meaning of paragraph 3(1)(a.1) or (d), a federal credit union.
Marginal note:Approval
(2) The Minister may grant the approval only if
(a) the control is in relation to a federal credit union that is being incorporated or a body corporate that is being continued as a federal credit union; and
(b) the applicant for the approval has given an undertaking under subsection 973.02(1) to cease to control the federal credit union on a date specified by the Minister.
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