Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

Bank Act (S.C. 1991, c. 46)

Full Document:  

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

PART VICorporate Governance (continued)

Corporate Records (continued)

Securities Registers (continued)

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: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

Marginal note:Branch members registers

 A federal credit union may establish as many branch members registers as it considers necessary.

  • 2010, c. 12, s. 2015

Marginal note:Agents

 A federal credit union may appoint an agent to maintain its members register and each of its branch members registers.

  • 2010, c. 12, s. 2015

Marginal note:Location of members register

  •  (1) The members register of a federal credit union is to be maintained by the federal credit union at its head office or at any other place in Canada designated by the federal credit union’s directors.

  • Marginal note:Location of branch members register

    (2) A branch members register of a federal credit union may be kept at any place in or outside Canada designated by the directors of the federal credit union.

  • 2010, c. 12, s. 2015

Marginal note:Particulars in branch members register

  •  (1) A branch members register must contain only particulars of the membership shares issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in members register

    (2) Particulars of each issue or transfer of a membership share registered in a branch members register of a federal credit union must also be kept in the members register of the federal credit union.

  • 2010, c. 12, s. 2015

Marginal note:Cancelled membership share certificates

 A federal credit union, its agent or a trustee within the meaning of section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled.

  • 2010, c. 12, s. 2015

Corporate Name and Seal

Marginal note:Publication of name

 A bank 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.

Marginal note:Corporate seal

  •  (1) A bank 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 is not invalid merely because a corporate seal is not affixed to it.

  • 1991, c. 46, s. 256
  • 2005, c. 54, s. 54

 [Repealed, 1997, c. 15, s. 30]

Insiders

Marginal note:Definitions

  •  (1) In this section and sections 266 to 272,

    affiliate

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    business combination

    business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

    call

    call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

    distributing bank

    distributing bank[Repealed, 2005, c. 54, s. 55]

    insider

    insider[Repealed, 2005, c. 54, s. 55]

    officer

    officer, in relation to a bank, means

    • (a) an officer as defined in paragraph (a) of the definition officer in section 2, or

    • (b) any natural person who performs functions for the bank similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; (dirigeant d’une banque)

    put

    put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

    share

    share means a voting share and includes

    • (a) a security currently convertible into a voting share,

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), and

    • (c) a membership share. (action)

  • Marginal note:Control

    (2) For the purposes of this section and sections 266 to 272, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • (3) and (4) [Repealed, 2005, c. 54, s. 55]

  • 1991, c. 46, s. 265
  • 2005, c. 54, s. 55
  • 2010, c. 12, s. 2016
 
Date modified: