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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-06-17 and last amended on 2020-05-09. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

Fundamental Changes (continued)

Marginal note:Issue of letters patent

  •  (1) Where an application has been made to the Minister in accordance with section 808, the Minister may issue letters patent of amalgamation continuing the applicants as one bank holding company.

  • Marginal note:Letters patent

    (2) Where letters patent are issued pursuant to this section, section 676 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

  • Marginal note:Publication of notice

    (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

  • 2001, c. 9, s. 183

Marginal note:Court enforcement

  •  (1) If a bank holding company or any director, officer, employee or agent of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

  • Marginal note:Appeal

    (2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

  • 2001, c. 9, s. 183

Marginal note:Effect of letters patent

  •  (1) On the day provided for in the letters patent issued under section 809,

    • (a) the amalgamation of the applicants and their continuance as one bank holding company becomes effective;

    • (b) the property of each applicant continues to be the property of the amalgamated bank holding company;

    • (c) the amalgamated bank holding company continues to be liable for the obligations of each applicant;

    • (d) any existing cause of action, claim or liability to prosecution is unaffected;

    • (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated bank holding company;

    • (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated bank holding company;

    • (g) if any director or officer of an applicant continues as a director or officer of the amalgamated bank holding company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated bank holding company; and

    • (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated bank holding company.

  • Marginal note:Minutes

    (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Transitional

  •  (1) Despite any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a bank holding company in respect of which letters patent were issued under subsection 809(1) permission to

    • (a) engage in a business activity specified in the order that a bank holding company is not otherwise permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

    • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

    • (c) hold assets that a bank holding company is not otherwise permitted by this Act to hold if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

    • (d) acquire and hold assets that a bank holding company is not otherwise permitted by this Act to acquire or hold if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and

    • (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

  • Marginal note:Duration of exceptions

    (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

    • (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

    • (b) with respect to any matter described in paragraph (1)(b), ten years; and

    • (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.

  • Marginal note:Renewal

    (3) Subject to subsection (4), the Minister may, by order on the recommendation of the Superintendent, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary.

  • Marginal note:Limitation

    (4) The Minister shall not grant to a bank holding company any permission

    • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the bank holding company that the bank holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

    • (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 116
Transfer of Business

Marginal note:Shareholder approval

  •  (1) A sale, lease or exchange of all or substantially all the property of a bank holding company requires the approval of the shareholders in accordance with subsections (2) to (7).

  • Marginal note:Notice of meeting

    (2) A notice of a meeting of shareholders complying with sections 727 and 730 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

  • Marginal note:Shareholder approval

    (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions.

  • Marginal note:Right to vote

    (4) Each share of the bank holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

  • Marginal note:Class vote

    (5) The holders of shares of a class or series of shares of the bank holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

  • Marginal note:Special resolution

    (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution.

  • Marginal note:Abandoning transaction

    (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of a bank holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.

  • 2001, c. 9, s. 183

Corporate Records

Head Office and Corporate Records

Marginal note:Head office

  •  (1) A bank holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

  • Marginal note:Change of head office

    (2) The directors of a bank holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

  • Marginal note:Notice of change of address

    (3) A bank holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 119
 
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