Bank Act (S.C. 1991, c. 46)

Marginal note:Schedule III authorized foreign banks

• 14.1 (1) There shall be set out in Schedule III

  • (a) the name of every authorized foreign bank and, where applicable, any other name under which it is permitted to carry on business in Canada;

  • (b) the province in which the principal office of the authorized foreign bank is situated; and

  • (c) whether the authorized foreign bank is subject to the restrictions and requirements referred to in subsection 524(2).

• Marginal note:Amending Schedule III

  (2) Schedule III shall be amended accordingly where

  • (a) an order made under subsection 524(1) is revoked;

  • (b) any of the information referred to in paragraph (1)(a) or (b) changes; or

  • (c) the restrictions and requirements referred to in subsection 524(2) to which an authorized foreign bank is subject are added or removed.

• Marginal note:Notice of amendments

  (3) Where in any year Schedule III is amended, the Superintendent shall, within sixty days after the end of the year, cause a notice to be published in the Canada Gazette showing Schedule III in its complete amended form as at the end of the year.

Marginal note:Schedule IV

14.11 For the purpose of implementing Canada’s international trade obligations, the Governor in Council may, by order, amend Schedule IV by adding or deleting the name of a trade agreement.

Marginal note:Exemption of foreign banks

14.2 The Governor in Council may make regulations exempting any class of foreign banks from the application of any provision of this Act.

PART IIStatus and Powers

Marginal note:Corporate powers

• 15 (1) A bank has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:Powers restricted

  (2) A bank shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

• Marginal note:Business in Canada

  (3) A bank may carry on business throughout Canada.

• Marginal note:Powers outside Canada

  (4) Subject to this Act, a bank has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Marginal note:Policies and procedures — integrity or security

15.1 A bank shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference.

Marginal note:No invalidity

16 No act of a bank or authorized foreign bank, including any transfer of property to or by a bank or authorized foreign bank, is invalid by reason only that the act or transfer is contrary to

• (a) in the case of a bank, the bank’s incorporating instrument or this Act; or

• (b) in the case of an authorized foreign bank, this Act.

Marginal note:By-law not necessary

17 It is not necessary for a bank to pass a by-law in order to confer any particular power on the bank or its directors.

Marginal note:No personal liability

• 18 (1) The shareholders of a bank are not, as shareholders, liable for any liability, act or default of the bank except as otherwise provided by this Act.

• Marginal note:No personal liability — federal credit unions

  (2) The members of a federal credit union are not, as members, liable for any liability, act or default of the federal credit union except as otherwise provided by this Act.

Marginal note:No constructive notice

19 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a bank or authorized foreign bank by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at a branch of the bank or authorized foreign bank.

Marginal note:Authority of directors and officers

• 20 (1) No bank and no guarantor of an obligation of a bank may assert against a person dealing with the bank or against a person who has acquired rights from the bank that

  • (a) the bank’s incorporating instrument or any by-laws of the bank have not been complied with;

  • (b) the persons named as directors of the bank in the most recent return sent to the Superintendent under section 632 are not the directors of the bank;

  • (c) the place named in the incorporating instrument or by-laws of the bank is not the place where the head office of the bank is situated;

  • (d) a person held out by the bank as a director, officer or representative of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, officer or representative; or

  • (e) a document issued by any director, officer or representative of the bank with actual or usual authority to issue the document is not valid or not genuine.

• Marginal note:Exception — knowledge

  (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the bank.

Marginal note:Sunset provision

• 21 (1) Subject to subsections (2) and (4), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after June 30, 2026.

• Marginal note:Extension

  (2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection.

• Marginal note:Order not a regulation

  (3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

• Marginal note:Exception — dissolution

  (4) If Parliament dissolves on the day set out in subsection (1) or on any day within the six-month period before that day or on any day within an extension ordered under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, until the end of the 180th day after the first day of the first session of the next Parliament.

PART IIIIncorporation and Continuance

Formalities of Incorporation

Marginal note:Incorporation of bank

• 22 (1) On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a bank, other than a federal credit union.

• Marginal note:Incorporation of federal credit union

  (2) On the application of five or more persons, a majority of whom are natural persons, made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a federal credit union.

Marginal note:Restrictions on incorporation

23 Letters patent incorporating a bank may not be issued if the application therefor is made by or on behalf of

• (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;

• (b) the government of a foreign country or any political subdivision thereof;

• (c) an agency of the government of a foreign country or any political subdivision thereof; or

• (d) an entity that is controlled by the government of a foreign country or any political subdivision thereof, other than an entity that is a foreign bank, a foreign institution or a subsidiary of a foreign bank or foreign institution.

Marginal note:Subsidiary of foreign bank

24 If a proposed bank would be a subsidiary of a foreign bank, within the meaning of paragraphs (a) to (f) of the definition foreign bank in section 2, and the application for letters patent to incorporate the bank is made by a non-WTO Member foreign bank, letters patent to incorporate the bank may not be issued unless the Minister is satisfied that treatment as favourable for banks to which this Act applies exists or will be provided in the jurisdiction in which the foreign bank principally carries on business, either directly or through a subsidiary.

Marginal note:Application for incorporation

• 25 (1) An application for letters patent to incorporate a bank setting out the names of the first directors of the bank shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.

• Marginal note:Publishing notice of intent

  (2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the bank is to be situated.

Marginal note:Objections to incorporation

• 26 (1) Any person who objects to the proposed incorporation of a bank may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed bank, submit the objection in writing to the Superintendent.

• Marginal note:Minister to be informed

  (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.

• Marginal note:Inquiry into objection and report

  (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.

• Marginal note:Report to be made available

  (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.

• Marginal note:Rules governing proceedings

  (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.

Marginal note:Matters for consideration

27 Before issuing letters patent to incorporate a bank, the Minister shall take into account all matters that the Minister considers relevant to the application, including

• (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the bank;

• (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the bank;

• (c) the business record and experience of the applicant or applicants;

• (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

• (e) whether the bank will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

• (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the bank on the conduct of those businesses and operations;

• (g) the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the applicant or applicants and their affiliates may affect the supervision and regulation of the bank, having regard to

  • (i) the nature and extent of the proposed financial services activities to be carried out by the bank and its affiliates, and

  • (ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the bank;

• (h) if the bank will be a federal credit union, that it will be organized and carry on business on a cooperative basis in accordance with section 12.1; and

• (i) the best interests of the financial system in Canada including, if the bank will be a federal credit union, the best interests of the cooperative financial system in Canada.

Marginal note:Contents of letters patent

• 28 (1) There shall be set out in the letters patent incorporating a bank

  • (a) the name of the bank;

  • (a.1) in the case of a bank that is to be a federal credit union, a statement that it is a federal credit union;

  • (b) the province in which the head office of the bank is to be situated; and

  • (c) the date that the bank came, or is to come, into existence.

• Marginal note:Provisions in letters patent

  (2) The Minister may set out in the letters patent incorporating a bank any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed bank.

• Marginal note:Terms and conditions

  (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a bank as the Minister considers necessary or appropriate.