Bank Act (S.C. 1991, c. 46)
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Act current to 2021-02-15 and last amended on 2020-05-09. Previous Versions
PART XVBank Holding Companies (continued)
DIVISION 6Corporate Governance (continued)
Corporate Records (continued)
Corporate Name and Seal
Marginal note:Publication of name
832 A bank holding company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the bank holding company.
- 2001, c. 9, s. 183
Marginal note:Corporate seal
833 (1) A bank holding company may adopt a corporate seal and change one that it adopted.
Marginal note:Validity of unsealed documents
(2) A document executed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it.
- 2001, c. 9, s. 183
- 2005, c. 54, s. 124
Insiders
Marginal note:Ss. 265 to 272 apply
834 Sections 265 to 272 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.
- 2001, c. 9, s. 183
- 2005, c. 54, s. 124
Prospectus
Marginal note:Ss. 273 and 274 apply
835 Sections 273 and 274 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.
- 2001, c. 9, s. 183
- 2005, c. 54, s. 124
Going-private Transactions and Squeeze-out Transactions
Marginal note:Ss. 275 to 277 apply
835.1 Sections 275 to 277 apply in respect of bank holding companies subject to the following:
(a) references to “bank” are to be read as references to “bank holding company”;
(b) the reference to “this Act” in section 276 is to be read as a reference to “this Part”; and
(c) the reference to “a regulation referred to in subsection 485(1) or (2) or of an order made under subsection 485(3)” in subsection 277(25) is to be read as a reference to “a regulation referred to in subsection 949(1) or (2) or of an order made under subsection 949(3)”.
- 2005, c. 54, s. 124
Compulsory Acquisitions
Marginal note:Ss. 283 to 292.1 apply
836 Sections 283 to 292.1 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 “another deposit-taking financial institution” in subsection 287(3) are to be read as references to “a deposit-taking financial institution”; and
(c) the reference to “the Minister” in subsection 291(4) is to be read as a reference to “the Receiver General”.
- 2001, c. 9, s. 183
- 2005, c. 54, s. 125
Marginal note:Recovery
837 If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.
- 2001, c. 9, s. 183
Trust Indentures
Marginal note:Sections 294 to 306 apply
838 Sections 294 to 306 apply in respect to 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”; and
(c) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 663(1).
- 2001, c. 9, s. 183
Financial Statements and Auditor
Annual Financial Statement
Marginal note:Financial year of bank holding company
839 (1) The financial year of a bank holding company ends, at the election of the bank holding company in its by-laws, on the expiration of the thirty-first day of October of each year or the thirty-first day of December of each year.
Marginal note:First financial year
(2) If, in any year, a bank holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.
- 2001, c. 9, s. 183
Marginal note:Annual financial statement
840 (1) The directors of a bank holding company shall place before the shareholders at every annual meeting
(a) a comparative annual financial statement (in this Part referred to as an “annual statement”) relating separately to
(b) the report of the auditor of the bank holding company; and
(c) any further information respecting the financial position of the bank holding company and the results of its operations required by the by-laws of the bank holding company to be placed before the shareholders at the annual meeting.
Marginal note:Annual statement — contents
(2) With respect to each of the financial years to which it relates, the annual statement of a bank holding company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the bank holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the bank holding company for that financial year.
Marginal note:Additional information
(3) A bank holding company shall include with its annual statement
(a) a list of the subsidiaries of the bank holding company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 934 or pursuant to a realization of security in accordance with section 935 and which the bank holding company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
(i) its name and the address of its head or principal office,
(ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company, and
(iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company; and
(b) such other information as the Governor in Council may, by order, require in such form as may be prescribed.
Marginal note:Accounting principles
(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 842(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.
Marginal note:Regulations
(5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).
- 2001, c. 9, s. 183
- 2005, c. 54, s. 126
- 2017, c. 26, s. 62
Marginal note:Annual statement — approval
841 (1) The directors of a bank holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of
(a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the bank holding company authorized by the directors to sign in the stead of the chief executive officer; and
(b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.
Marginal note:Condition precedent to publication
(2) A bank holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).
- 2001, c. 9, s. 183
- 2005, c. 54, s. 127
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