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Bank Act (S.C. 1991, c. 46)

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Act current to 2019-08-15 and last amended on 2019-06-21. Previous Versions

PART VICorporate Governance (continued)

Fundamental Changes (continued)

Conversion into Federal Credit Union (continued)

Marginal note:Criteria for issuance of letters patent

 In determining whether to issue letters patent to amend a bank’s incorporating instrument to convert it into a federal credit union, the Minister must consider all matters that the Minister considers relevant, including whether

  • (a) the applicant bank will, on the issuance of the letters patent, be organized and carry on business on a cooperative basis in accordance with section 12.1;

  • (b) there are no reasonable grounds for believing that the issuance of the letters patent would cause the federal credit union to be in contravention of subsection 485(1), any regulation made under subsection 485(2) or any order made under subsection 485(3);

  • (c) the bank’s conversion proposal was approved by special resolution of the shareholders;

  • (d) the conversion of the bank into a federal credit union may reasonably be expected to be achieved under the terms of the conversion proposal;

  • (e) the conversion is fair and reasonable to the shareholders; and

  • (f) the conversion is in the best interests of the financial system in Canada, including the best interests of the cooperative financial system in Canada.

  • 2010, c. 12, s. 1995

Marginal note:Effect of letters patent

 If the Minister issues letters patent to amend a bank’s incorporating instrument to convert it into a federal credit union, then, on the day stated in the letters patent,

  • (a) the holders of the common shares of the bank are deemed to be the members of the federal credit union;

  • (b) any common shares of the bank that are not to be converted into shares of the federal credit union according to the bank’s conversion proposal are deemed to be membership shares of the federal credit union to which are attached the rights, privileges and restrictions set out in this Act; and

  • (c) any common shares of the bank that are to be converted into shares of the federal credit union according to the bank’s conversion proposal are deemed to be shares of the federal credit union to which are attached the rights, privileges and restrictions set out in this Act.

  • 2010, c. 12, s. 1995

Marginal note:Regulations

  •  (1) The Governor in Council may make regulations

    • (a) respecting applications under section 216.01, including their form and the information to be contained in them;

    • (b) respecting conversion proposals to become a federal credit union, including the information to be contained in them;

    • (c) respecting the by-laws that must be made or repealed, or the amendments that must be made to by-laws, to give effect to a conversion proposal to become a federal credit union; and

    • (d) generally, respecting the conversion of a bank into a federal credit union.

  • Marginal note:Conversion of common shares

    (2) Regulations made under paragraph (1)(b) must provide that a conversion proposal must provide that at least one common share held by every holder of common shares is converted into a membership share.

  • Marginal note:Canada Deposit Insurance Corporation Act

    (3) A regulation made under subsection (1) may provide for different provisions respecting a bank that is subject to an order under paragraph 39.13(1)(a) of the Canada Deposit Insurance Corporation Act or is a bridge institution within the meaning of that Act.

  • Marginal note:Exemption by Superintendent

    (4) A regulation made under subsection (1) may provide that the Superintendent may, on any terms and conditions that the Superintendent considers appropriate, exempt a bank from any requirements of that regulation.

  • Marginal note:Exemption by Minister

    (5) The Minister may, on any terms and conditions that the Minister considers appropriate, exempt a bank from any requirement of this Act or the regulations if the bank is applying for the approval of a proposal to convert itself into a federal credit union and

    • (a) the Minister is of the opinion that the bank is, or is about to be, in financial difficulty and that the exemption would help to facilitate an improvement in the financial condition of the bank; or

    • (b) is subject to an order under paragraph 39.13(1)(a) of the Canada Deposit Insurance Corporation Act or is a bridge institution within the meaning of that Act.

  • 2010, c. 12, s. 1995

Conversion into Bank with Common Shares

Marginal note:Conversion into bank with common shares

 On the application of a federal credit union, the Minister may, by letters patent, amend the federal credit union’s incorporating instrument to convert the federal credit union into a bank with common shares.

  • 2010, c. 12, s. 1995

Marginal note:Approval of conversion proposal

  •  (1) Before a federal credit union makes an application under section 216.08, the directors of the federal credit union must obtain from the members by special resolution and, if the federal credit union has issued shares, from the shareholders, by separate special resolution,

    • (a) approval of a conversion proposal that meets the requirements of the regulations and that has been approved by the Superintendent;

    • (b) confirmation of any by-law or of any amendment to or repeal of a by-law that is necessary to implement the conversion proposal; and

    • (c) authorization to make the application.

  • Marginal note:Additional information

    (2) The Minister may require the federal credit union to provide the Minister with any additional information that he or she considers necessary.

  • 2010, c. 12, s. 1995

Marginal note:Right to vote

  •  (1) For the purposes of subsection 216.09(1), each share of the federal credit union carries the right to vote in respect of any matter referred to in that subsection whether or not it otherwise carries the right to vote.

  • Marginal note:Class vote

    (2) For the purposes of subsection 216.09(1), the holders of shares of a class or series of shares of the federal credit union are entitled to vote separately as a class or series in respect of any matter referred to in that subsection.

  • 2010, c. 12, s. 1995

Marginal note:Time of application

 An application under section 216.08 may be made no later than three months after the bank’s conversion proposal has been approved by the members and shareholders, if any.

  • 2010, c. 12, s. 1995

Marginal note:Criteria for issuance of letters patent

 In determining whether to issue letters patent converting a federal credit union into a bank with common shares, the Minister must consider all matters that the Minister considers relevant, including whether

  • (a) there are no reasonable grounds for believing that the issuance of the letters patent would cause the bank with common shares to be in contravention of subsection 485(1), any regulation made under subsection 485(2) or any order made under subsection 485(3);

  • (b) the federal credit union’s conversion proposal was approved by special resolution of the members and a separate special resolution of the shareholders, if any;

  • (c) the conversion of the federal credit union into a bank with common shares may reasonably be expected to be achieved under the terms of the conversion proposal;

  • (d) the conversion is fair and reasonable to the members and shareholders, if any; and

  • (e) the conversion is in the best interests of the financial system in Canada, including the best interests of the cooperative financial system in Canada.

  • 2010, c. 12, s. 1995

Marginal note:Effect of letters patent

 If the Minister issues letters patent to amend a federal credit union’s incorporating instrument to convert it into a bank with common shares, then, on the day stated in the letters patent, members of the federal credit union become, in accordance with the conversion proposal, holders of common shares of the bank to which are attached the rights, privileges and restrictions set out in this Act.

  • 2010, c. 12, s. 1995

Marginal note:Regulations

  •  (1) The Governor in Council may make regulations

    • (a) respecting applications under section 216.08, including their form and the information to be contained in them;

    • (b) respecting conversion proposals to become a bank with common shares, including the information to be contained in them;

    • (c) respecting the by-laws that must be made or repealed, or the amendments that must be made to by-laws, to give effect to a conversion proposal to become a bank with common shares;

    • (d) respecting, for the purposes of a proposal to become a bank with common shares, the value of the converting federal credit union and of its membership shares and shares, if any, and authorizing the Superintendent to specify a day as of which those values must be estimated;

    • (e) concerning the fair and equitable treatment of members and shareholders, if any, under a federal credit union’s conversion proposal to become a bank with common shares;

    • (f) concerning the conversion of membership shares and shares, if any, of a federal credit union into common shares or other shares;

    • (g) authorizing the Superintendent to

      • (i) require a federal credit union that proposes to become a bank with common shares to hold one or more information sessions for its members and shareholders, if any, and to take other measures to assist its members and shareholders, if any, in forming a reasoned judgment on the proposal, and

      • (ii) set the rules under which the information sessions must be held;

    • (h) respecting restrictions on any fee, compensation or other consideration that may be paid, in respect of the conversion of a federal credit union into a bank with common shares, to any director, officer or employee of the federal credit union or to any entity with which a director, officer or employee of the federal credit union is associated;

    • (i) prohibiting, except for those issued as a result of the implementation of a conversion proposal, the issuance or provision during the period set out in the regulations of shares, share options or rights to acquire shares, of a bank that has been converted from a federal credit union into a bank with common shares to

      • (i) any director, officer or employee of the bank, or

      • (ii) any person who was a director, officer or employee of the federal credit union during the year preceding the effective date of conversion of the federal credit union; and

    • (j) generally, respecting the conversion of a federal credit union into a bank with common shares.

  • Marginal note:Canada Deposit Insurance Corporation Act

    (2) A regulation made under subsection (1) may provide for different provisions respecting a federal credit union that is subject to an order under paragraph 39.13(1)(a) of the Canada Deposit Insurance Corporation Act or is a bridge institution within the meaning of that Act.

  • Marginal note:Exemption by Superintendent

    (3) A regulation made under subsection (1) may provide that the Superintendent may, on any terms and conditions that the Superintendent considers appropriate, exempt a federal credit union from any requirements of that regulation.

  • Marginal note:Exemption by Minister

    (4) The Minister may, on any terms and conditions that the Minister considers appropriate, exempt a federal credit union from any requirement of this Act or the regulations if the federal credit union is applying for the approval of a proposal to convert itself into a bank with common shares and

    • (a) the Minister is of the opinion that the federal credit union is, or is about to be, in financial difficulty and that the exemption would help to facilitate an improvement in the financial condition of the federal credit union; or

    • (b) the federal credit union is subject to an order under paragraph 39.13(1)(a) of the Canada Deposit Insurance Corporation Act or is a bridge institution within the meaning of that Act.

  • 2010, c. 12, s. 1995
  • 2012, c. 5, s. 223
 
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