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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 IInterpretation and Application (continued)

Application (continued)

Marginal note:Schedule III authorized foreign banks

  •  (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.

  • 1999, c. 28, s. 5
  • 2005, c. 54, s. 5

Marginal note:Exemption of foreign banks

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

  • 2001, c. 9, s. 43.1

PART IIStatus and Powers

Marginal note:Corporate powers

  •  (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:No invalidity

 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.

  • 1991, c. 46, s. 16
  • 1999, c. 28, s. 6

Marginal note:By-law not necessary

 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

  •  (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.

  • 1991, c. 46, s. 18
  • 2010, c. 12, s. 1903

Marginal note:No constructive notice

 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.

  • 1991, c. 46, s. 19
  • 1993, c. 34, s. 6(F)
  • 1999, c. 28, s. 7

Marginal note:Authority of directors and officers

  •  (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.

  • 1991, c. 46, s. 20
  • 1999, c. 28, s. 8
  • 2005, c. 54, s. 6

Marginal note:Sunset provision

  •  (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 the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent.

  • 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 fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent or on any day within the six-month period before that anniversary 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.

  • 1991, c. 46, s. 21
  • 1997, c. 15, s. 2
  • 1999, c. 28, s. 9
  • 2001, c. 9, s. 44
  • 2006, c. 4, s. 199
  • 2007, c. 6, s. 4
  • 2012, c. 5, s. 3
  • 2016, c. 7, s. 118
  • 2018, c. 12, s. 355

PART IIIIncorporation and Continuance

Formalities of Incorporation

Marginal note:Incorporation of bank

  •  (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.

  • 1991, c. 46, s. 22
  • 2010, c. 12, s. 1904

Marginal note:Restrictions on incorporation

 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.

  • 1991, c. 46, s. 23
  • 2001, c. 9, s. 45
 
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