Bank Act (S.C. 1991, c. 46)

Marginal note:Transitional — federal credit unions

• 39.01 (1) When the Minister issues letters patent continuing a local cooperative credit society as a federal credit union under subsection 35(1), he or she may, on application and by order, subject to any terms and conditions that he or she considers appropriate, exempt the federal credit union resulting from the continuance from any requirement of Part VI — or of the regulations made under this Act — relating to voting, if he or she is of the opinion that the federal credit union will act in a manner that substantially complies with the requirement.

• Marginal note:Duration

  (2) The order shall specify the period of the exemption, which may not extend beyond the third anniversary of the effective date of the letters patent.

Marginal note:Transitional — loan guarantee

39.02 For the purpose of supporting a federal credit union during the period that begins on the effective date of the federal credit union’s letters patent issued under subsection 35(1) and ends on the third anniversary of that date, the Minister may, subject to any terms and conditions that he or she considers appropriate and for the period that he or she considers appropriate, guarantee the repayment of a loan that a federal financial institution makes to the federal credit union.

Discontinuance

Marginal note:Transferring to other federal Acts — banks

• 39.1 (1) A bank that is not a federal credit union may

  • (a) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;

  • (b) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

  • (c) apply, under the Cooperative Credit Associations Act, for letters patent continuing the bank as an association under that Act, or amalgamating and continuing the bank as an association under that Act;

  • (d) apply, under the Insurance Companies Act, for letters patent continuing the bank as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the bank as a company (other than a mutual company) or an insurance holding company under that Act; or

  • (e) apply, under the Trust and Loan Companies Act, for letters patent continuing the bank as a company under that Act, or amalgamating and continuing the bank as a company under that Act.

• Marginal note:Conditions for approval

  (2) The approval referred to in paragraph (1)(a) or (b) may be given only if the Minister is satisfied that

  • (a) the bank has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the bank is situated, a notice of its intention to apply for the approval;

  • (b) the application has been authorized by a special resolution; and

  • (c) the bank does not hold deposits, other than deposits that are made by a person who controls the bank or by a person who has a significant interest in a class of shares of the bank and that are not insured by the Canada Deposit Insurance Corporation.

• Marginal note:Withdrawing application

  (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the bank may, without further approval of the shareholders, withdraw the application before it is acted on.

• Marginal note:Restriction on other transfers

  (4) A bank may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).

Marginal note:Transferring to other federal Acts — federal credit union

• 39.2 (1) A federal credit union may

  • (a) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act; or

  • (b) apply under the Cooperative Credit Associations Act for letters patent continuing the federal credit union as an association under that Act or amalgamating and continuing the federal credit union as an association under that Act.

• Marginal note:Conditions for approval

  (2) The approval referred to in paragraph (1)(a) may be given only if the Minister is satisfied that

  • (a) the federal credit union has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where its head office is situated, a notice of its intention to apply for the approval;

  • (b) the application has been authorized by a special resolution of the members and, if the federal credit union has issued shares, by a separate special resolution of the shareholders of each class of shares; and

  • (c) the federal credit union does not hold deposits.

• Marginal note:All shares have right to vote

  (3) For the purpose of paragraph (2)(b), each share carries the right to vote in respect of the special resolution, whether or not it otherwise carries the right to vote in respect of any other matter.

• Marginal note:Restriction on other transfers

  (4) A federal credit union may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).

Marginal note:Act ceases to apply

39.3 If a bank applies for a certificate or letters patent referred to in section 39.1 or 39.2 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the bank as of the day on which the certificate or the letters patent take effect.

Corporate Name

Marginal note:Prohibited names

40 A bank may not be incorporated under this Act with a name

• (a) that is prohibited by an Act of Parliament;

• (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

• (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

  • (i) trademark or trade name, or

  • (ii) corporate name of a body corporate,

  except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

• (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified;

• (e) that is reserved under section 43 for another bank or an authorized foreign bank or a proposed bank or a proposed authorized foreign bank or under section 697 for a bank holding company or a proposed bank holding company;

• (f) that includes the phrase “credit union” or “coopérative de crédit”, or any abbreviation, combination or derivative of those phrases, unless it is to be a federal credit union and its name also includes the word “bank”, “banque”, “federal” or “fédérale” in conjunction with those phrases; or

• (g) that includes the words “cooperative” or “coopérative”, or any abbreviation, combination or derivative of those words, unless it is to be a federal credit union and its name also includes the word “bank”, “banque”, “federal” or “fédérale” in conjunction with those words.

Marginal note:Name of federal credit union

40.1 Despite any other Act, but subject to paragraphs 40(f) and (g), a bank may be incorporated or formed under this Act with the words “credit union” “coopérative de crédit”, “cooperative” or “coopérative”, or any abbreviation, combination or derivative of those words, in its name, but only if it will be a federal credit union.

Marginal note:Affiliated bank

41 Despite section 40, a bank that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

Marginal note:French or English form of name

• 42 (1) The name of a bank may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the bank may use and be legally designated by any such form.

• Marginal note:Alternate name

  (2) A bank may identify itself outside Canada by its name in any language and the bank may use and be legally designated by any such form of its name outside Canada.

• Marginal note:Other name

  (3) Subject to subsection (4) and section 255, a bank may carry on business under or identify itself by a name other than its corporate name.

• Marginal note:Directions

  (4) If a bank is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the bank not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 40(a) to (g).

Marginal note:Reserved name

43 The Superintendent may, on request, reserve for ninety days a name for a proposed bank or proposed authorized foreign bank or for a bank or authorized foreign bank that intends to change its name.

Marginal note:Directing change of name

• 44 (1) If through inadvertence or otherwise a bank

  • (a) comes into existence or is continued with a name, or

  • (b) on an application to change its name, is granted a name

  that is prohibited by section 40, the Superintendent may, by order, direct the bank to change its name and the bank shall comply with that direction.

• Marginal note:Revoking name

  (2) If a bank has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the bank and assign to it a name and, until changed in accordance with section 215 or 217, the name of the bank is thereafter the name so assigned.

PART IVOrganization and Commencement

Organization Meetings

Banks Other Than Federal Credit Unions

Marginal note:First directors’ meeting

• 45 (1) After letters patent incorporating a bank that is not a federal credit union are issued, a meeting of the directors of the bank must be held at which the directors may, subject to this Part,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the bank;

  • (d) appoint officers;

  • (e) appoint, pursuant to subsection 314(1), an auditor or auditors to hold office until the first meeting of shareholders;

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the bank.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 181(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the bank.

Marginal note:Calling shareholders’ meeting

• 46 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a bank in respect of which letters patent were issued under subsection 22(1) from the issue of its shares, the directors of the bank must without delay call a meeting of the shareholders of the bank.

• Marginal note:Meeting of shareholders

  (2) The shareholders of a bank shall, by resolution at the meeting of shareholders called pursuant to subsection (1),

  • (a) approve, amend or reject any by-law made by the directors of the bank;

  • (b) subject to section 168, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

  • (c) appoint an auditor or auditors to hold office until the close of the first annual meeting of shareholders.

Marginal note:Term of first directors

47 A director named in the application for letters patent to incorporate a bank holds office until the election of directors at the meeting of shareholders called pursuant to subsection 46(1).

Federal Credit Unions

Meeting of First Directors

Marginal note:Organizational meeting

• 47.01 (1) After letters patent incorporating a federal credit union are issued, a meeting of its first directors must be held at which the first directors may, subject to this Part,

  • (a) adopt forms of certificates for membership shares, forms of share certificates and forms of corporate records;

  • (b) admit persons to membership in the federal credit union and issue or authorize the issuance of membership shares;

  • (c) authorize the issue of shares of the federal credit union;

  • (d) appoint officers;

  • (e) appoint, under subsection 314(1), an auditor or auditors to hold office until the first meeting of members;

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the federal credit union.

• Marginal note:Calling directors’ meeting

  (2) A first director may call the meeting referred to in subsection (1) by giving, subject to subsection 181(2), the other directors notice of the time and place of the meeting no fewer than five days before the meeting.