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Bank Act (S.C. 1991, c. 46)

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Act current to 2020-11-17 and last amended on 2020-05-09. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

Corporate Records (continued)

Marginal note:Protection of records

 A bank holding company and its agents shall take reasonable precautions to

  • (a) prevent loss or destruction of,

  • (b) prevent falsification of entries in,

  • (c) facilitate detection and correction of inaccuracies in, and

  • (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Part to be prepared and maintained.

  • 2001, c. 9, s. 183

Marginal note:Requirement to maintain copies and process information in Canada

  •  (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

  • Marginal note:Bank holding company to comply

    (2) A bank holding company shall without delay comply with any direction issued under subsection (1).

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 122
  • 2007, c. 6, s. 117

Marginal note:Retention of records

 A bank holding company shall retain

  • (a) the records of the bank holding company referred to in subsection 815(1);

  • (b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and

  • (c) the central securities register referred to in subsection 825(1).

  • 2001, c. 9, s. 183

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company and the length of time those records, papers and documents are to be retained.

  • 2001, c. 9, s. 183
Securities Registers

Marginal note:Central securities register

  •  (1) A bank holding company shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Existing and continued bank holding companies

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a body corporate continued, or amalgamated and continued, as a bank holding company under this Part before the continuance, or amalgamation, as the case may be.

  • Marginal note:Access to central securities register

    (3) Shareholders and creditors of a bank holding company and their personal representatives may examine the central securities register during the usual business hours of the bank holding company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the bank holding company is a distributing bank holding company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the bank holding company and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The bank holding company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the bank holding company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 819. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplemental information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A bank holding company or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 123

Marginal note:Branch registers

 A bank holding company may establish as many branch securities registers as it considers necessary.

  • 2001, c. 9, s. 183

Marginal note:Agents

 A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers.

  • 2001, c. 9, s. 183

Marginal note:Location of central securities register

  •  (1) The central securities register of a bank holding company shall be maintained by the bank holding company at its head office or at any other place in Canada designated by the directors of the bank holding company.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a bank holding company may be kept at any place in or outside Canada designated by the directors of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

  • 2001, c. 9, s. 183

Marginal note:Particulars in branch register

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank holding company shall also be kept in the central securities register of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Destruction of certificates

 A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 713(1) or a like instrument, irrespective of its form, after the date of its expiration.

  • 2001, c. 9, s. 183
 
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