Trust and Loan Companies Act (S.C. 1991, c. 45)

Orders and Directives

Marginal note:Not statutory instruments

528 An instrument issued or made under this Act and directed to a single company or person, other than an order referred to in section 487, is not a statutory instrument for the purposes of the Statutory Instruments Act.

Marginal note:Form

529 The Superintendent may, by order, establish the form of any application to be made to the Minister or the Superintendent under this Act.

Applications to Superintendent

Marginal note:Content of applications

• 529.1 (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:

  • (a) applications for approval under subsection 68(1), 75(2), 78(4), 82(5), 83(1), 174(1), 222(3), 421(1), 453(6) or (10), 456(1) or (2) or 470(1), subparagraph 475(2)(b)(vi), section 478 or subsection 482(3) or (4) or 483.3(1);

  • (b) applications for consent under subsection 74(1);

  • (c) applications for exemptions under subsection 160.05(3); and

  • (d) applications for extensions of time under subsection 456(3) or (5), 457(4) or 458(4).

• Marginal note:Receipt

  (2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.

• Marginal note:Notice of decision to applicant

  (3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant

  • (a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or

  • (b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.

• Marginal note:Extension of period

  (4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.

• Marginal note:Deemed approval

  (5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

Applications for Certain Approvals

Marginal note:Application for certain approvals

• 529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 410(1)(c) or (c.1) or 453(5)(b.1), (c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

• Marginal note:Certification of receipt of application

  (2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.

• Marginal note:Incomplete application

  (3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.

• Marginal note:Notice of decision

  (4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant

  • (a) a notice approving the application; or

  • (b) if the Minister is not satisfied that the application should be approved, a notice to that effect.

• Marginal note:Extension of period

  (5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.

• Marginal note:Deemed approval

  (6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.

Appeals

Marginal note:Appeal to Federal Court

• 530 (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 396(7), 401(1) or 401.1(1).

• Marginal note:Powers

  (2) The Federal Court may, in an appeal under subsection (1),

  • (a) dismiss the appeal;

  • (b) set aside the direction or decision; or

  • (c) set aside the direction or decision and refer the matter back for re-determination.

• Marginal note:Certificate

  (3) For the purposes of an appeal under subsection (1), the Minister shall, at the request of the company or person making the appeal, provide the company or person with a certificate in writing setting out the direction or decision appealed from and the reasons why the direction or decision was made.

Regulations

Marginal note:Power to make regulations

• 531 (1) The Governor in Council may make regulations

  • (a) prescribing anything that is required or authorized by this Act to be prescribed;

  • (a.1) prescribing the way in which anything that is required or authorized by this Act to be prescribed shall be determined;

  • (b) defining words and expressions to be defined for the purposes of this Act;

  • (c) requiring the payment of a fee in respect of the filing, examining or issuing of any document or in respect of any action that the Superintendent is required or authorized to take under this Act, and fixing the amount thereof or the manner of determining the amount thereof;

  • (d) respecting the regulatory capital and total assets of a company;

  • (e) respecting the retention, in Canada, of assets of a company;

  • (f) respecting the value of assets of a company to be held in Canada and the manner in which those assets are to be held;

  • (f.1) respecting, for any purpose of any provision of the Act, the determination of the equity of a company;

  • (g) respecting the protection and maintenance of assets of a company and assets held in trust by a company, including regulations respecting the bonding of directors, officers and employees of a company;

  • (h) respecting the holding of shares and ownership interests for the purposes of sections 73 and 77;

  • (i) respecting information, in addition to the information required by section 501, to be maintained in the register referred to in that section; and

  • (j) generally for carrying out the purposes and provisions of this Act.

• Marginal note:Incorporation by reference

  (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

• Marginal note:Incorporated material is not a regulation

  (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

Delegation

Marginal note:Delegation

532 The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed pursuant to the Ministries and Ministers of State Act to assist the Minister.

PART XIVSanctions

Marginal note:Offence

• 533 (1) Every person who, without reasonable cause, contravenes any provision of this Act or the regulations is guilty of an offence.

• Marginal note:False or misleading information

  (1.1) Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.

• Marginal note:Undue preference to creditor

  (2) Every director, officer or employee of a company who wilfully gives or concurs in giving to any creditor of the company any fraudulent, undue or unfair preference over other creditors, by giving security to the creditor, by changing the nature of the creditor’s claim or otherwise, is guilty of an offence.

• Marginal note:Failure to provide information

  (3) Every person who, without reasonable cause, refuses or fails to comply with a requirement made under paragraph 505(2)(b) is guilty of an offence.

• Marginal note:Use of name

  (4) Except to the extent permitted by the regulations, every person who uses the name of a company in a prospectus, offering memorandum, takeover bid circular, advertisement for a transaction related to securities or in any other document in connection with a transaction related to securities is guilty of an offence.

Marginal note:Punishment

• 534 (1) Every person who is guilty of an offence under any of subsections 533(1) to (4) is

  • (a) in the case of a natural person, liable

    • (i) on summary conviction, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding twelve months, or to both, or

    • (ii) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both; and

  • (b) in the case of an entity, liable

    • (i) on summary conviction, to a fine not exceeding $500,000, or

    • (ii) on conviction on indictment, to a fine not exceeding $5,000,000.

• Marginal note:Order to comply

  (2) Where a person has been convicted of an offence under this Act, the court may, in addition to any punishment it may otherwise impose, order the person to comply with the provisions of this Act or the regulations in respect of which the person was convicted.

• Marginal note:Additional fine

  (3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or their spouse, common-law partner or other dependant, order the convicted person to pay, despite the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to three times the court’s estimation of the amount of those monetary benefits.

Marginal note:Liability of officers, directors, etc.

535 Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence whether or not the entity has been prosecuted or convicted.

Marginal note:Limitation period

• 535.1 (1) Proceedings by way of summary conviction in respect of an offence under a provision of this Act may be commenced at any time within, but not later than, two years after the day on which the subject-matter of the proceedings became known, in the case of an offence under a consumer provision, to the Commissioner and, in any other case, to the Superintendent.

• Marginal note:Certificate of Superintendent or Commissioner

  (2) A document appearing to have been issued by the Superintendent or Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or Commissioner is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and is, in the absence of evidence to the contrary, proof of the matter asserted in it.

Marginal note:Effect of offence on contracts

536 Unless otherwise expressly provided in this Act, a contravention of any provision of this Act or the regulations does not invalidate any contract entered into in contravention of the provision.

Marginal note:Restraining or compliance order

• 537 (1) If a company or any director, officer, employee or agent of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

• Marginal note:Compliance or restraining order — consumer provisions

  (2) If a company or any director, officer, employee or agent of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

Marginal note:Appeal of final order

• 538 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

• Marginal note:Appeal with leave

  (2) An appeal lies to the court of appeal of a province from any order, other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.

Marginal note:Recovery and application of fines

539 All fines payable under this Act are recoverable and enforceable, with costs, at the suit of Her Majesty in right of Canada, instituted by the Attorney General of Canada, and, when recovered, belong to Her Majesty in right of Canada.