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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 5Capital Structure (continued)

Share Capital (continued)

Marginal note:Adjustment of stated capital account

  •  (1) On a purchase, redemption or other acquisition by a bank holding company of shares or fractions thereof issued by it, the bank holding company shall deduct from the stated capital account maintained for the class or series of shares 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 by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition.

  • Marginal note:Adjustment of stated capital account

    (2) A bank holding company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 718.

  • Marginal note:Shares converted to another class

    (3) On a conversion of outstanding shares of a bank holding company into shares of another class or series, or on a change of outstanding shares of the bank holding company into shares of another class or series, the bank holding company shall

    • (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and

    • (b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

  • Marginal note:Stated capital of convertible shares

    (4) For the purposes of subsection (3) and subject to the bank holding company’s by-laws, where a bank holding company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion.

  • Marginal note:Conversion or change of shares

    (5) Shares issued by a bank holding company and converted into shares of another class or series, or changed under subsection 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.

  • 2001, c. 9, s. 183

Marginal note:Addition to stated capital account

 On a conversion of any debt obligation of a bank holding company into shares of a class or series of shares, the bank holding company shall

  • (a) deduct from the liabilities of the bank holding company 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 into which the debt obligation has been converted.

  • 2001, c. 9, s. 183

Marginal note:Declaration of dividend

  •  (1) The directors of a bank holding company may declare and a bank holding company may pay a dividend by issuing fully paid shares of the bank holding company or options or rights to acquire fully paid shares of the bank holding company and, subject to subsection (4), the directors of a bank holding company may declare and a bank holding 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.

  • Marginal note:Notice to Superintendent

    (2) The directors of a bank holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.

  • Marginal note:Share dividend

    (3) If shares of a bank holding company are issued in payment of a dividend, the bank holding company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money.

  • Marginal note:When dividend not to be declared

    (4) The directors of a bank holding company shall not declare and a bank holding company shall not pay a dividend if there are reasonable grounds for believing that the bank holding company is, or the payment would cause the bank holding company to be, in contravention of any regulation referred to in subsection 949(1) or (2) or any direction made pursuant to subsection 949(3).

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 113

Subordinated Indebtedness

Marginal note:Restriction on subordinated indebtedness

  •  (1) A bank holding company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property.

  • Marginal note:References to subordinated indebtedness

    (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a bank holding company refer to the subordinated indebtedness otherwise than as subordinated indebtedness.

  • Marginal note:Other currencies

    (3) When issuing subordinated indebtedness, a bank holding company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.

  • 2001, c. 9, s. 183

Security Certificates and Transfers

Marginal note:Sections 81 to 135 apply

 Sections 81 to 135 apply in respect of bank holding companies, subject to the following:

  • (a) references to “bank” in those sections are to be read as references to “bank holding company”;

  • (b) references to “this Act” in those sections are to be read as references to “this Part”;

  • (c) references to “Part VII” in those sections are to be read as references to “Division 7 of Part XV”;

  • (d) references to “this Part” in those sections are to be read as references to “this Division”;

  • (e) the reference to “subsections 137(5) to (7) and sections 138 to 141 and 145” in subsection 93(1) is to be read as a reference to “subsections 726(5) to (7) and sections 727 to 730 and 734”; and

  • (f) the reference to “section 71 or 77” in subsection 97(3) is to be read as a reference to “section 715 or 720”.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 90

DIVISION 6Corporate Governance

Shareholders

Marginal note:Place of meetings

  •  (1) Meetings of shareholders of a bank holding company shall be held at the place within Canada provided for in the by-laws of the bank holding company or, in the absence of any such provision, at the place within Canada that the directors determine.

  • Marginal note:Participation by electronic means

    (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the bank holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 91

Marginal note:Calling meetings

  •  (1) The directors of a bank holding company

    • (a) shall, after the meeting called pursuant to subsection 701(1), call the first annual meeting of shareholders of the bank holding company, which meeting must be held not later than six months after the end of the first financial year of the bank holding company, and subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and

    • (b) may at any time call a special meeting of shareholders.

  • Marginal note:Order to delay calling annual meeting

    (2) Despite subsection (1), the bank holding company may apply to the court for an order extending the time for calling an annual meeting.

  • Marginal note:Obligation to notify Superintendent

    (3) The bank holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

  • Marginal note:Superintendent’s right to appear

    (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

  • Marginal note:Authority to fix record date

    (5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to

    • (a) receive payment of a dividend;

    • (b) participate in a liquidation distribution;

    • (c) receive notice of a meeting of shareholders; or

    • (d) vote at a meeting of shareholders.

  • Marginal note:Determination of record date

    (6) If no record date is fixed,

    • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is

      • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

      • (ii) if no notice is given, the day on which the meeting is held; and

    • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

  • Marginal note:Notice of record date

    (7) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

    • (a) advertisement in a newspaper in general circulation in the place where the bank holding company’s head office is situated and in each place in Canada where the bank holding company has a transfer agent or where a transfer of its shares may be recorded; and

    • (b) written notice to each stock exchange in Canada on which the bank holding company’s shares are listed for trading.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 92
 
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