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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2019-09-10 and last amended on 2019-06-21. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 3Incorporation and Continuance (continued)

Corporate Name (continued)

Marginal note:Affiliated bank holding company

 Despite section 693 and subject to section 695, a bank holding company that is affiliated with another entity may, with the consent of that entity,

  • (a) be incorporated with, or change its name to, substantially the same name as that of the affiliated entity; or

  • (b) subject to any terms and conditions that may be prescribed, carry on business under or identify itself by a name, other than its corporate name, that is substantially the same as the corporate name of the affiliated entity or that is another name under which or with which the affiliated entity carries on business or otherwise identifies itself.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 109

Marginal note:Restriction

 A bank holding company may not be incorporated or continued with, change its name to or carry on business or identify itself by, a name that is substantially similar to that of a bank unless the name contains words that, in the opinion of the Superintendent, indicate to the public that the bank holding company is distinct from any bank that is a subsidiary of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:French or English form of name

  •  (1) The name of a bank holding company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the bank holding company may use and be legally designated by any such form.

  • Marginal note:Mandatory abbreviation

    (2) Despite any other provision of this Act and subject to the regulations, every bank holding company shall have as part of its name, the abbreviations “bhc” or “spb”.

  • Marginal note:Alternate name

    (3) A bank holding company may identify itself outside Canada by its name in any language and the bank holding company may use and be legally designated by any such form of its name outside Canada.

  • Marginal note:Other name

    (4) Subject to subsection (5) and section 832, a bank holding company may carry on business under or identify itself by a name other than its corporate name.

  • Marginal note:Directions

    (5) Where a bank holding company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the bank holding company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 693(a) to (e).

  • Marginal note:Regulations

    (6) The Governor in Council may make regulations respecting the use of the abbreviations “bhc” or “spb” in the name of bank holding companies.

  • 2001, c. 9, s. 183

Marginal note:Reserved name

 The Superintendent may, on request, reserve for ninety days a name for a proposed bank holding company or for a bank holding company that intends to change its name.

  • 2001, c. 9, s. 183

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise a bank holding company

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    that is prohibited by section 693 or 695, the Superintendent may, by order, direct the bank holding company to change its name and the bank holding company shall comply with that direction.

  • Marginal note:Revoking name

    (2) Where a bank holding 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 Part, the Superintendent may revoke the name of the bank holding company and assign to it a name and, until changed in accordance with section 215 or 217, the name of the bank holding company is thereafter the name so assigned.

  • 2001, c. 9, s. 183

Publication of Information

Marginal note:Publication of information

 The Superintendent shall, within sixty days after the end of each year, cause a notice to be published in the Canada Gazette, showing

  • (a) the name of every bank holding company; and

  • (b) the province in which the head office of the bank holding company is situated.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 85

DIVISION 4Organization and Commencement

Marginal note:First directors’ meeting

  •  (1) After letters patent incorporating a bank holding company are issued, a meeting of the directors of the bank holding company shall be held at which the directors may, subject to this Division,

    • (a) make by-laws;

    • (b) adopt forms of share certificates and corporate records;

    • (c) authorize the issue of shares of the bank holding company;

    • (d) appoint officers;

    • (e) appoint an auditor to hold office until the first meeting of shareholders;

    • (f) make banking arrangements; and

    • (g) deal with any other matters necessary to organize the bank holding company.

  • Marginal note:Calling directors’ meeting

    (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 770(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Calling shareholders’ meeting

  •  (1) After the meeting referred to in subsection 700(1) is held, the directors of the bank holding company shall without delay call a meeting of the shareholders of the bank holding company.

  • Marginal note:Meeting of shareholders

    (2) The shareholders of a bank holding company shall, by resolution at the meeting of shareholders called pursuant to subsection (1),

    • (a) approve, amend or reject any by-law made by the directors of the bank holding company;

    • (b) subject to section 756, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

    • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders.

  • 2001, c. 9, s. 183

Marginal note:Term of first directors

 A director named in the application for letters patent to incorporate a bank holding company holds office until the election of directors at the meeting of shareholders called pursuant to subsection 701(1).

  • 2001, c. 9, s. 183

DIVISION 5Capital Structure

Share Capital

Marginal note:Power to issue shares

  •  (1) Subject to this Part and the by-laws of the bank holding company, shares of a bank holding company may be issued at such times and to such persons and for such consideration as the directors of the bank holding company may determine.

  • Marginal note:Shares

    (2) Shares of a bank holding company shall be in registered form and shall be without nominal or par value.

  • Marginal note:Shares of continued bank holding company

    (3) Where a body corporate is continued as a bank holding company under this Part, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

  • Marginal note:Deemed share conditions

    (4) If a right of a holder of a share with nominal or par value of a body corporate continued as a bank holding company under this Part, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the body corporate was continued under this Part, that right is deemed, after the continuance, to be the same right stated or expressed without reference to the nominal or par value of the share.

  • 2001, c. 9, s. 183

Marginal note:Common shares

  •  (1) A bank holding company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include

    • (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

    • (b) the right to receive dividends declared on those shares; and

    • (c) the right to receive the remaining property of the bank holding company on dissolution.

  • Marginal note:Designations of shares

    (2) No bank holding company shall designate more than one class of its shares as “common shares” or any variation of that term.

  • Marginal note:Continued bank holding company

    (3) A body corporate continued as a bank holding company under this Part that is not in compliance with subsection (2) on the date letters patent continuing it as a bank holding company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

  • 2001, c. 9, s. 183
 
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