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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2019-06-20 and last amended on 2019-06-17. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 3Incorporation and Continuance (continued)

Continuance (continued)

Marginal note:Effect of letters patent

 On the day set out in the letters patent continuing a body corporate as a bank holding company under subsection 684(1),

  • (a) the body corporate becomes a bank holding company as if it had been incorporated under this Part; and

  • (b) the letters patent are deemed to be the incorporating instrument of the continued bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Copy of letters patent

  •  (1) Where a body corporate is continued as a bank holding company under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Part.

  • Marginal note:Notice of issuance of letters patent

    (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a bank holding company under this Part.

  • 2001, c. 9, s. 183

Marginal note:Effects of continuance

 Where a body corporate is continued as a bank holding company under this Part,

  • (a) the property of the body corporate continues to be the property of the bank holding company;

  • (b) the bank holding company continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

  • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the bank holding company;

  • (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the bank holding company;

  • (f) a person who, on the day the body corporate becomes a bank holding company, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and

  • (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Transitional

  •  (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a bank holding company in respect of which letters patent were issued under subsection 684(1) permission to

    • (a) engage in a business activity specified in the order that a bank holding company is not otherwise permitted by this Act to engage in and that the body corporate continued as the bank holding company was engaging in at the time the application for the letters patent was made;

    • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

    • (c) hold assets that a bank holding company is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the bank holding company at the time the application for the letters patent was made;

    • (d) acquire and hold assets that a bank holding company is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the bank holding company was obliged, at the time the application for the letters patent was made, to acquire those assets; and

    • (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

  • Marginal note:Duration

    (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

    • (a) with respect to any activity described in paragraph (1)(a), thirty days after the effective date of the letters patent or, where the activity is conducted pursuant to an agreement existing on the effective date of the letters patent, the expiration of the agreement;

    • (b) with respect to any matter described in paragraph (1)(b), ten years; and

    • (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.

  • Marginal note:Renewal

    (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (d) for such further period or periods as the Minister considers necessary.

  • Marginal note:Limitation

    (4) The Minister shall not grant to a bank holding company any permission

    • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the bank holding company that the bank holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

    • (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 107

Discontinuance

Marginal note:Transferring to other Acts

  •  (1) A bank holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister.

  • Marginal note:Conditions for approval

    (2) No approval referred to in subsection (1) may be given to a bank holding company unless the Minister is satisfied that the application of the bank holding company has been authorized by a special resolution.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 108

Meaning of bank holding company without a bank subsidiary

  •  (1) For the purpose of this section, bank holding company without a bank subsidiary means a bank holding company that does not, at any time within one year after it came into existence, have a subsidiary that is a bank or that does not, for a period of one year, have a subsidiary that is a bank.

  • Marginal note:Obligation to apply

    (2) A bank holding company without a bank subsidiary must, within 30 days after becoming a bank holding company without a bank subsidiary, apply to be continued under subsection 689(1).

  • Marginal note:Cessation of existence

    (3) Except for the sole purpose of winding up its affairs, a bank holding company without a bank subsidiary that has no other subsidiary that fails to make an application under subsection (2) within the time provided for in that subsection ceases to exist on the expiration of that period.

  • 2001, c. 9, s. 183

Marginal note:Act ceases to apply

 On the day specified by the Minister, this Act ceases to apply to the body corporate continued under the other Act of Parliament or under the Act of the legislature of a province.

  • 2001, c. 9, s. 183

Marginal note:Withdrawing application

 Where a special resolution authorizing the application under subsection 689(1) so states, the directors of a bank holding company may, without further approval of the shareholders, withdraw the application before it is acted on.

  • 2001, c. 9, s. 183

Corporate Name

Marginal note:Prohibited names

 A bank holding company may not be incorporated under this Part 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 43 for a bank or an authorized foreign bank or a proposed bank or proposed authorized foreign bank or under section 697 for another bank holding company or a proposed bank holding company.

  • 2001, c. 9, s. 183
  • 2014, c. 20, s. 366(E)
 
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