Bank Act (S.C. 1991, c. 46)

Marginal note:Branch registers

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

Marginal note:Agents

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

Marginal note:Location of central securities register

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

• Marginal note:Location of branch securities register

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

• Marginal note:Exception

  (3) Subject to subsection 822(1.1), subsection (1) does not apply to a bank holding company 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

829 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

• 830 (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 holding company shall also be kept in the central securities register of the bank holding company.

Marginal note:Destruction of certificates

831 A bank holding company, 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 713(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 713(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 713(1) or a like instrument, irrespective of its form, after the date of its expiration.

Corporate Name and Seal

Marginal note:Publication of name

832 A bank holding company 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 holding company.

Marginal note:Corporate seal

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

Insiders

Marginal note:Ss. 265 to 272 apply

834 Sections 265 to 272 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.

Prospectus

Marginal note:Ss. 273 and 274 apply

835 Sections 273 and 274 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.

Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 275 to 277 apply

835.1 Sections 275 to 277 apply in respect of bank holding companies subject to the following:

• (a) references to “bank” are to be read as references to “bank holding company”;

• (b) the reference to “this Act” in section 276 is to be read as a reference to “this Part”; and

• (c) the reference to “a regulation referred to in subsection 485(1) or (2) or of an order made under subsection 485(3)” in subsection 277(25) is to be read as a reference to “a regulation referred to in subsection 949(1) or (2) or of an order made under subsection 949(3)”.

Compulsory Acquisitions

Marginal note:Ss. 283 to 292.1 apply

836 Sections 283 to 292.1 apply in respect of bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”;

• (b) references to “another deposit-taking financial institution” in subsection 287(3) are to be read as references to “a deposit-taking financial institution”; and

• (c) the reference to “the Minister” in subsection 291(4) is to be read as a reference to “the Receiver General”.

Marginal note:Recovery

837 If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.

Trust Indentures

Marginal note:Sections 294 to 306 apply

838 Sections 294 to 306 apply in respect to bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”;

• (b) references to “this Act” in those sections are to be read as references to “this Part”; and

• (c) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 663(1).

Financial Statements and Auditor

Annual Financial Statement

Marginal note:Financial year of bank holding company

• 839 (1) The financial year of a bank holding company ends, at the election of the bank holding company in its by-laws, on the expiration of the thirty-first day of October of each year or the thirty-first day of December of each year.

• Marginal note:First financial year

  (2) If, in any year, a bank holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.

Marginal note:Annual financial statement

• 840 (1) The directors of a bank holding company shall place before the shareholders at every annual meeting

  • (a) a comparative annual financial statement (in this Part referred to as an “annual statement”) relating separately to

    • (i) the financial year immediately preceding the meeting, and

    • (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i);

  • (b) the report of the auditor of the bank holding company; and

  • (c) any further information respecting the financial position of the bank holding company and the results of its operations required by the by-laws of the bank holding company to be placed before the shareholders at the annual meeting.

• Marginal note:Annual statement — contents

  (2) With respect to each of the financial years to which it relates, the annual statement of a bank holding company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the bank holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the bank holding company for that financial year.

• Marginal note:Additional information

  (3) A bank holding company shall include with its annual statement

  • (a) a list of the subsidiaries of the bank holding company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 934 or pursuant to a realization of security in accordance with section 935 and which the bank holding company would not otherwise be permitted to hold, showing, with respect to each subsidiary,

    • (i) its name and the address of its head or principal office,

    • (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company, and

    • (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company; and

  • (b) such other information as the Governor in Council may, by order, require in such form as may be prescribed.

• Marginal note:Accounting principles

  (4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 842(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.

• Marginal note:Regulations

  (5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).

Marginal note:Annual statement — approval

• 841 (1) The directors of a bank holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of

  • (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the bank holding company authorized by the directors to sign in the stead of the chief executive officer; and

  • (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.

• Marginal note:Condition precedent to publication

  (2) A bank holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).

Marginal note:Statements — subsidiaries

• 842 (1) A bank holding company shall keep at its head office a copy of the current financial statements of each subsidiary of the bank holding company.

• Marginal note:Examination

  (2) Subject to this section, the shareholders of a bank holding company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the bank holding company and may take extracts therefrom free of charge.

• Marginal note:Barring examination

  (3) A bank holding company may refuse to permit an examination under subsection (2) by any person.

• Marginal note:Application for order

  (4) Within fifteen days after a refusal under subsection (3), the bank holding company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the bank holding company to permit the examination or, if it is satisfied that the examination would be detrimental to the bank holding company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.

• Marginal note:Notice to Superintendent

  (5) A bank holding company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.

Marginal note:Annual statement — distribution

• 843 (1) A bank holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 741(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 840(1) and (3) unless that time period is waived by the shareholder.

• Marginal note:Exception

  (2) A bank holding company is not required to comply with subsection (1) with respect to a shareholder who has informed the bank holding company, in writing, that the shareholder does not wish to receive the annual statement.

• Marginal note:Effect of default

  (3) Where a bank holding company is required to comply with subsection (1) and the bank holding company does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with.

Marginal note:Copy to Superintendent

• 844 (1) Subject to subsection (2), a bank holding company shall send to the Superintendent a copy of the documents referred to in subsections 840(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the bank holding company.

• Marginal note:Later filing

  (2) If a bank holding company’s shareholders sign a resolution under paragraph 741(1)(b) in lieu of an annual meeting, the bank holding company shall send a copy of the documents referred to in subsections 840(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.