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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2021-10-07 and last amended on 2021-06-30. Previous Versions

PART VICorporate Governance (continued)

Corporate Records (continued)

Head Office and Corporate Records (continued)

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 245(1.1)(a).

Securities Registers

Marginal note:Central securities register

  •  (1) A bank 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 banks

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a bank that was in existence immediately prior to the day that subsection comes into force or by a body corporate continued, or amalgamated and continued, as a bank under this Act before the continuance, amalgamation or coming into force of that subsection, as the case may be.

  • Marginal note:Access to central securities register

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

  • Marginal note:Electronic access

    (4) The bank 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 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 242. 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 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 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.

  • 1991, c. 46, s. 248
  • 2001, c. 9, s. 90
  • 2005, c. 54, s. 53
  • 2010, c. 12, s. 2014

Marginal note:Branch registers

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

Marginal note:Agents

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

Marginal note:Location of central securities register

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

  • Marginal note:Location of branch securities register

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

  • Marginal note:Exception

    (3) Subject to subsection 245(1.1), subsection (1) does not apply to a bank that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity.

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.

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 shall also be kept in the central securities register of the bank.

Marginal note:Destruction of certificates

 A bank, 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 69(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 69(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 69(1) or a like instrument, irrespective of its form, after the date of its expiration.

Members Register

Marginal note:Members register

  •  (1) A federal credit union must maintain a members register in which it must record

    • (a) the names, alphabetically arranged, and latest known addresses of the members and former members of the federal credit union;

    • (b) the number of membership shares held by each member; and

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

  • Marginal note:Similar registers

    (2) For the purposes of subsection (1), “members register” includes similar registers required by law to be maintained by a body corporate that was continued, or amalgamated and continued, as a federal credit union before the continuance or amalgamation and continuance.

  • Marginal note:Access to members register

    (3) Members, shareholders and creditors of a federal credit union, and their personal representatives, may examine the members register during the usual business hours of the federal credit union and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the federal credit union is a distributing bank, any other person may, on payment of a reasonable fee, examine the members register during the usual business hours of the bank and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The federal credit union may make the information contained in the members 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 members register, take extracts from it or have copies of it made must provide the federal credit union with an affidavit containing their name and address — or, if they are an entity, the name and address for service of the entity — and an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders or members may be used under section 242. 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:Supplementary information

    (6) A person who wishes to examine a members 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 federal credit union 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 federal credit union or its agent must provide the supplementary information within

    • (a) 10 days after the day on which the members 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 members register is examined.

  • 2010, c. 12, s. 2015
 
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