Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1935. (1) Subsection 67(1) of the Act is replaced by the following:
Marginal note:Stated capital of continued bank
67. (1) If a body corporate is continued as a bank under this Act, the bank must record in the stated capital account maintained for each class and series of shares, or for other ownership interests, however designated, then outstanding an amount that is equal to the aggregate of
(a) the aggregate amount paid up on the shares of each class and series of shares, or on the other ownership interests, immediately before the body corporate was so continued, and
(b) the amount of the contributed surplus of the bank that is attributable to those shares or other ownership interests.
(2) Subsection 67(3) of the Act is replaced by the following:
Marginal note:Shares issued before continuance
(3) Any amount unpaid in respect of a share or other ownership interest, however designated, in the body corporate, that was issued by a body corporate before it was continued as a bank under this Act and paid after it was so continued must be recorded in the stated capital account maintained by the bank for the shares of that class or series or for membership shares.
1936. Section 70 of the Act is amended by striking out “or” at the end of paragraph (c) and by adding the following after that paragraph:
(c.1) if the bank is a federal credit union, permit any of its subsidiaries to hold any membership shares of the federal credit union, other than the minimum number of membership shares required by the by-laws of the federal credit union to qualify for membership in it, if any; or
1937. Section 71 of the Act is replaced by the following:
Marginal note:Purchase and redemption of shares and membership shares
71. (1) Subject to subsection (2) and to its by-laws, a bank may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares or membership shares issued by it, or redeem any redeemable shares or membership shares issued by it at prices not exceeding the redemption price for the shares or membership shares calculated according to a formula stated in its by-laws or the conditions attaching to the shares or membership shares.
Marginal note:Restrictions on purchase and redemption
(2) A bank must not make any payment to purchase or redeem any shares or membership shares issued by it if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3).
Marginal note:Donated shares and membership shares
(3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share or membership share except in accordance with section 75.
Marginal note:2005, c. 54, s. 10(F)
1938. Subsection 72(1) of the Act is replaced by the following:
Marginal note:Holding as personal representative
72. (1) A bank may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the bank — or, if the bank is a federal credit union, membership shares of the federal credit union — or of any body corporate that controls the bank or ownership interests in any unincorporated entity that controls the bank, but only if the bank or the subsidiary does not have a beneficial interest in the shares, membership shares or ownership interests.
1939. Subsection 73(1) of the Act is replaced by the following:
Marginal note:Cancellation of shares and membership shares
73. (1) Subject to subsection (2), if a bank purchases shares of the bank or fractions of shares, or membership shares of the bank, or redeems or otherwise acquires shares or membership shares of the bank, the bank must cancel those shares or membership shares.
1940. (1) Subsection 75(1) of the Act is replaced by the following:
Marginal note:Reduction of capital
75. (1) The stated capital of a bank that is not a federal credit union may be reduced by special resolution.
Marginal note:Reduction of capital — federal credit unions
(1.1) The stated capital of a federal credit union may be reduced by special resolution of its members and, if it has issued shares, by a separate special resolution of the shareholders, the class of shareholders or the holders of the series of shares that is affected by the special resolution.
Marginal note:2007, c. 6, s. 10
(2) Paragraph 75(4.1)(b) of the Act is replaced by the following:
(b) there is to be no return of capital to shareholders or members, as the case may be, as a result of the reduction.
(2) Paragraphs 75(6)(a) and (b) of the Act are replaced by the following:
(a) the number of the bank’s shares or membership shares, as the case may be, issued and outstanding,
(b) the results of the voting,
1941. Subsections 76(1) and (2) of the Act are replaced by the following:
Marginal note:Recovery by action
76. (1) If any money or property was paid or distributed to a shareholder, member or other person as a consequence of a reduction of capital made contrary to section 75, a creditor of the bank may apply to a court for an order compelling the shareholder, member or other person to pay the money or deliver the property to the bank.
Marginal note:Shares and membership shares held by personal representative
(2) No person holding shares or membership shares in the capacity of a personal representative and registered on the records of the bank as a shareholder or member and described in those records as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection.
1942. (1) Subsection 77(1) of the Act is replaced by the following:
Marginal note:Adjustment of stated capital account
77. (1) On a purchase, redemption or other acquisition by a bank of shares or fractions of shares, or of membership shares, issued by it, other than shares or membership shares acquired under section 72 or acquired through the realization of security and sold under subsection 73(2), the bank must deduct from the stated capital account maintained for the class or series of shares, or for the membership shares, as the case may be, so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series, or in respect of the membership shares, as the case may be, by the number of shares of that class or series, or the number of membership shares, as the case may be, so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series, or the number of membership shares, as the case may be, outstanding immediately before the purchase, redemption or other acquisition.
(2) Subsection 77(5) of the Act is replaced by the following:
Marginal note:Conversion or change of shares
(5) Shares issued by a bank and converted into shares of another class or series, or changed under subsection 192.03(1) or 217(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.
1943. Section 78 of the Act is replaced by the following:
Marginal note:Addition to stated capital account
78. On a conversion of any debt obligation of a bank into shares of a class or series of shares, or into membership shares, the bank must
(a) deduct from the liabilities of the bank the nominal value of the debt obligation being converted; and
(b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares, or for the membership shares, as the case may be, into which the debt obligation has been converted.
Marginal note:2007, c. 6, s. 11(1)
1944. (1) Subsection 79(1) of the Act is replaced by the following:
Marginal note:Declaration of dividend or patronage allocation
79. (1) The directors of a bank may declare and a bank may pay a dividend or patronage allocation by issuing fully paid shares or, subject to subsection 79.2(1), membership shares of the bank or options or rights to acquire fully paid shares or membership shares of the bank and, subject to subsection (4), the directors of a bank may declare and a bank may pay a dividend or patronage allocation in money or property, and if a dividend or patronage allocation is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
(2) Subsections 79(3) and (4) of the Act are replaced by the following:
Marginal note:Stated capital account
(3) If shares or membership shares of a bank are issued in payment of a dividend or patronage allocation, the bank must record in the stated capital account maintained or to be maintained for the shares of the class or series, or for the membership shares, issued in payment of the dividend or patronage allocation the declared amount of the dividend or patronage allocation stated as an amount of money.
Marginal note:When dividend or patronage allocation not to be declared
(4) The directors of a bank must not declare and a bank must not pay a dividend or patronage allocation if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3).
1945. The Act is amended by adding the following after section 79:
Membership Capital
Marginal note:Membership shares
79.1 (1) A federal credit union may have only one class of membership shares in which the rights of their holders are equal in all respects, and those rights include the right to receive
(a) dividends declared on those membership shares; and
(b) the remaining property of the federal credit union on dissolution.
Marginal note:Consideration for membership share
(2) No membership share of a federal credit union is to be issued until it is fully paid for in money or, with the approval of the Superintendent, in property.
Marginal note:Other currencies
(3) When issuing membership shares, a federal credit union may provide that any aspect of the membership shares relating to money or involving the payment of or the liability to pay money be in a currency other than the currency of Canada.
Marginal note:Membership shares
79.2 (1) Membership shares may be held only by members.
Marginal note:No right to vote
(2) The right to vote attaches to membership and not to a membership share.
Marginal note:Preferences, rights, etc.
(3) A federal credit union’s letters patent or by-laws may not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided for by this Act.
Marginal note:Issue of certificates
79.3 (1) The by-laws of a federal credit union may provide that no membership share certificates need be issued and, if they so provide, the federal credit union must, on the request of a member, issue a statement of the number of membership shares held by the member.
Marginal note:Certificates
(2) The face of each certificate that the federal credit union issues in respect of membership shares must contain
(a) the name of the federal credit union;
(b) a statement that the federal credit union is subject to this Act;
(c) the name of the person to whom it is issued;
(d) a statement that the certificate represents membership shares in the federal credit union, and the number of the membership shares represented by the certificate;
(e) a statement that the certificate is transferable only in accordance with this Act; and
(f) a statement that there is a charge on the membership shares represented by the certificate in favour of the federal credit union for any indebtedness of the member to the federal credit union.
Marginal note:Authorized capital
79.4 The membership shares of a federal credit union must be issued with no par value, and its by-laws must specify any limit on the number of membership shares and set out the formula to be used to determine the value of the membership shares.
Marginal note:Membership shares non-assessable
79.5 Membership shares issued by a federal credit union are non-assessable, and their holders are not liable to the federal credit union or to its creditors in respect of those membership shares.
Marginal note:Continued body corporate
79.6 A body corporate that is continued as a federal credit union under this Act and that is not in compliance with section 79.1 on the date letters patent continuing it as a federal credit union are issued must, within 12 months after that date, redesignate a class of its shares to comply with that section.
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