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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 IVOrganization and Commencement (continued)

Commencement and Carrying on of Business (continued)

Marginal note:Permission to subsidiary of foreign bank

  •  (1) On the recommendation of the Superintendent, the Minister may, at the same time that an order is made approving the commencement and carrying on of business by a bank that is the subsidiary of a foreign bank, by further order, grant the subsidiary permission to

    • (a) hold assets that banks are not otherwise permitted by this Act to hold if those assets consist of shares of a body corporate incorporated by or under an Act of Parliament or of the legislature of a province that, at the time application for letters patent incorporating the subsidiary was made, were held by the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary or any affiliate of that eligible foreign institution; and

    • (b) hold assets that banks are not otherwise permitted by this Act to hold if, at the time application for letters patent incorporating the subsidiary was made, the assets were held by an affiliate of the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary.

    Despite any other provision of this Act or the regulations, the subsidiary may act in accordance with that permission.

  • Marginal note:Extension of permission

    (2) Permission granted to a bank by order of the Minister under subsection (1) is only for the period specified in the order. That period may not be more than two years, except that the Minister may extend the period by further order on application by the bank. The total of the period and any extensions of it may not, in any case, exceed ten years.

  • 1991, c. 46, s. 55
  • 1997, c. 15, s. 6
  • 1999, c. 31, s. 9
  • 2001, c. 9, s. 58

Marginal note:Public notice

  •  (1) On the making of an order approving the commencement and carrying on of business by a bank, the bank shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the bank is located.

  • Marginal note:Notice in Canada Gazette

    (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by a bank.

  • Marginal note:Non-application to existing bank

    (3) For greater certainty, this section does not apply to a bank referred to in subsection 48(2).

Marginal note:Cessation of existence

 Except for the sole purpose of winding up the bank’s affairs, a bank ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.

Marginal note:Allowed disbursements

  •  (1) Where an order approving the commencement and carrying on of business is not made for a bank, no part of the moneys of the bank shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 50, unless the payment has been approved by a special resolution.

  • Marginal note:Application to court to settle disbursements

    (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the bank is situated to settle and determine the amounts to be paid out of any moneys of the bank before distribution of the balance to

    • (a) if the bank is not a federal credit union, the shareholders or, if there are no shareholders, to the incorporators; or

    • (b) if the bank is a federal credit union, its members.

  • Marginal note:Notice of application to court

    (3) The directors must, at least 21 days before the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders, incorporators or members, as the case may be, a notice of the application, containing a statement of the amounts that are proposed to be settled and determined by the court.

  • Marginal note:Ratio payable

    (4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders, incorporators or members, as the case may be, the directors must, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part of the amounts chargeable to each shareholder, incorporator or member as the ratio of the amount paid in by that person to the aggregate of all the amounts paid in by the shareholders, incorporators or members.

  • Marginal note:Return of excess

    (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned, to the shareholders, incorporators or members, the respective balances of the moneys paid in by them, less the amount chargeable to each under subsection (4).

  • 1991, c. 46, s. 58
  • 2010, c. 12, s. 1929

PART VCapital Structure

Share Capital

Marginal note:Power to issue shares

  •  (1) Subject to this Act and the by-laws of the bank, shares of a bank may be issued at such times and to such persons and for such consideration as the directors of the bank may determine.

  • Marginal note:Shares

    (2) Shares of a bank shall be in registered form and shall be without nominal or par value.

  • Marginal note:Shares of existing bank

    (3) Shares with nominal or par value of a bank that was in existence immediately prior to the day this Part comes into force are deemed to be shares without nominal or par value.

  • Marginal note:Shares of continued bank

    (4) Where a body corporate is continued as a bank under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

  • Marginal note:Deemed share conditions

    (5) If a right, other than a voting right, of a holder of a share with nominal or par value of a bank referred to in subsection (3) or a body corporate continued as a bank under this Act was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this subsection or the continuance under this Act, as the case may be, that right is deemed, after the coming into force of this Part or the continuance, as the case may be, to be the same right stated or expressed without reference to the nominal or par value of the share.

  • 1991, c. 46, s. 59
  • 2001, c. 9, s. 59

Marginal note:Common shares

  •  (1) A bank that is not a federal credit union must have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders of those common shares are equal in all respects, and those rights include

    • (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

    • (b) the right to receive dividends declared on those shares; and

    • (c) the right to receive the remaining property of the bank on dissolution.

  • Marginal note:Designations of shares

    (2) No bank shall designate more than one class of its shares as “common shares” or any variation of that term.

  • (3) [Repealed, 2012, c. 5, s. 4]

  • Marginal note:Continued bank

    (4) A body corporate continued as a bank under this Act that is not in compliance with subsection (2) on the date letters patent continuing it as a bank are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

  • 1991, c. 46, s. 60
  • 2010, c. 12, s. 1930
  • 2012, c. 5, s. 4

Marginal note:Shares of federal credit union

  •  (1) A federal credit union may issue shares only if its by-laws set out the following:

    • (a) whether the shares may be issued to persons who are not members;

    • (b) the maximum number, if any, of shares of any class that the federal credit union is authorized to issue;

    • (c) the number of classes of shares; and

    • (d) the rights, privileges, restrictions and conditions attaching to the shares of each class.

  • Marginal note:No automatic rights

    (2) Subject to this Act, a federal credit union must not issue any share that confers on the holder of the share the right

    • (a) to vote at meetings of the federal credit union otherwise than in accordance with this Act; or

    • (b) to receive any of the remaining property of the federal credit union on dissolution.

  • Marginal note:Exception

    (3) A federal credit union’s by-laws may provide that

    • (a) a share confers on its holder the right to vote at an election of directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; or

    • (b) the shareholders, any class of shareholders or the holders of a series of shares, may elect a fixed number or a percentage of the directors.

  • Marginal note:Limit on shareholders’ directors

    (4) Despite subsections (2) and (3), the shareholders do not have the right to elect more than 20 per cent of the directors.

  • Marginal note:One share, one vote

    (5) If shareholders are entitled to vote in accordance with subsection (3) or otherwise in accordance with this Act, each share entitles the holder to one vote.

  • 2010, c. 12, s. 1931
 
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