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

Search

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

Act current to 2019-11-19 and last amended on 2019-06-17. Previous Versions

PART IIIIncorporation, Continuance and Discontinuance (continued)

Discontinuance

Marginal note:Transferring to other federal Acts

  •  (1) A company may

    • (a) apply, under the Bank Act, for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;

    • (b) 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;

    • (c) 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;

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

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

  • Marginal note:Conditions for approval

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

    • (a) the company 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 company is situated, a notice of its intention to apply for the approval;

    • (b) the company is not carrying on any of the fiduciary activities referred to in section 412;

    • (c) unless the company is a subsidiary of another company and it uses the name of the other company in its name as permitted by section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued;

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

    • (e) the application has been authorized by a special resolution.

  • Marginal note:Withdrawing application

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

  • Marginal note:Restriction on other transfers

    (4) A company 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).

  • 1991, c. 45, ss. 38, 559
  • 1994, c. 24, s. 34(F)
  • 1997, c. 15, s. 343
  • 2001, c. 9, s. 487
  • 2007, c. 6, s. 340

Marginal note:Act ceases to apply

 If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect.

  • 1991, c. 45, s. 39
  • 1994, c. 24, s. 34(F)
  • 2007, c. 6, s. 340

 [Repealed, 2007, c. 6, s. 340]

Corporate Name

Marginal note:Prohibited names

  •  (1) A company 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; or

    • (e) that is reserved under section 45 for another company or a proposed company.

  • Marginal note:Exception

    (2) Paragraph (1)(a) does not apply with respect to any former-Act company incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

  • 1991, c. 45, s. 41
  • 1996, c. 6, s. 112
  • 1997, c. 15, s. 344
  • 2014, c. 20, s. 366(E)

Marginal note:Trust company

 A company that is a trust company pursuant to subsection 57(2) must have the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” included in its name.

Marginal note:Affiliated company

 Despite section 41, a company 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.

  • 1991, c. 45, s. 43
  • 1996, c. 6, s. 113
  • 2001, c. 9, s. 488
  • 2007, c. 6, s. 341

Marginal note:French or English form of name

  •  (1) The name of a company 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 company may use and be legally designated by any such form.

  • Marginal note:Alternate name

    (2) A company may identify itself outside Canada by its name in any language and the company 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 260, a company may carry on business under or identify itself by a name other than its corporate name.

  • Marginal note:Directions

    (4) Where a company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company 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 41(1)(a) to (e).

  • 1991, c. 45, s. 44
  • 1996, c. 6, s. 114

Marginal note:Reserved name

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

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise a company

    • (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 41, the Superintendent may, by order, direct the company to change its name and the company shall comply with that direction.

  • Marginal note:Revoking name

    (2) If a company 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 company and assign to it a name and, until changed in accordance with section 220 or 222, the name of the company is thereafter the name so assigned.

  • 1991, c. 45, s. 46
  • 1996, c. 6, s. 115
  • 2001, c. 9, s. 489

Marginal note:Restriction re trust company name

  •  (1) No entity incorporated or formed by or under an Act of Parliament other than this Act shall use the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name.

  • Marginal note:Restriction re loan company name

    (2) No entity incorporated or formed by or under any Act of Parliament other than this Act shall use the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

  • Marginal note:Exception

    (3) Subsections (1) and (2) do not apply to

    • (a) an entity the business of which is not financial activities; or

    • (b) an entity that was, on the day immediately preceding the day on which

      • (i) subsection (1) comes into force, using the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name, or

      • (ii) subsection (2) comes into force, using the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

  • 1991, c. 45, s. 47
  • 1996, c. 6, s. 115
 
Date modified: