Bank Act (S.C. 1991, c. 46)

Transfer of Business

Marginal note:Sale by bank

• 232 (1) A bank may sell all or substantially all of its assets to a financial institution incorporated by or under an Act of Parliament or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the bank.

• Marginal note:Sale agreement

  (2) An agreement of purchase and sale (in subsection (3), section 233, subsections 234(1) and (4) and section 236 referred to as a “sale agreement”) shall set out the terms of, and means of effecting, the sale of assets referred to in subsection (1).

• Marginal note:Consideration

  (3) Notwithstanding anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution or authorized foreign bank or any other consideration that is provided for in the sale agreement.

Marginal note:Agreement to Superintendent

233 A sale agreement must be sent to the Superintendent before it is submitted to shareholders or to members and shareholders, as the case may be, of the selling bank under subsection 234(1).

Marginal note:Shareholder approval

• 234 (1) The directors of a selling bank must submit a sale agreement for approval to a meeting of shareholders, or, if the bank is a federal credit union, to a meeting of members and shareholders of the bank and, subject to subsection (3), to the holders of each class or series of shares of the bank.

• Marginal note:Right to vote

  (2) Each share of a selling bank carries the right to vote in respect of a sale referred to in subsection 232(1) whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (3) The holders of shares of a class or series of shares of a selling bank are entitled to vote separately as a class or series in respect of a sale referred to in subsection 232(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series.

• Marginal note:Special resolution

  (4) A sale agreement is approved when the shareholders and the holders of each class or series of shares entitled to vote separately as a class or series under subsection (3) of the selling bank have approved the sale by special resolution and, if the selling bank is a federal credit union, the members have also approved the sale by a separate special resolution.

Marginal note:Abandoning sale

235 If a special resolution approving a sale under subsection 234(4) so states, the directors of a selling bank may, subject to the rights of third parties, abandon the sale without further approval of the shareholders or the members and shareholders, as the case may be.

Marginal note:Application to Minister

• 236 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 235, the selling bank shall, within three months after the approval of the sale agreement in accordance with subsection 234(4), apply to the Minister for approval of the sale agreement.

• Marginal note:Conditions precedent to application

  (2) No application for approval under subsection (1) may be made unless

  • (a) notice of intention to make such an application has been published at least once a week for a period of 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 selling bank is situated; and

  • (b) the application is supported by satisfactory evidence that the selling bank has complied with the requirements of sections 232 to 235 and this section.

• Marginal note:Approval by Minister

  (3) A sale agreement has no force or effect until it has been approved by the Minister.

• Marginal note:Idem

  (4) Where an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.

Corporate Records

Head Office and Corporate Records

Marginal note:Head office

• 237 (1) A bank shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of a bank may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Notice of change of address

  (3) A bank shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

Marginal note:Bank records

• 238 (1) A bank shall prepare and maintain records containing

  • (a) its incorporating instrument and the by-laws of the bank and all amendments thereto;

  • (b) minutes of meetings and resolutions of shareholders and members;

  • (c) the information referred to in paragraphs 632(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 632;

  • (d) particulars of any authorizations, conditions and limitations established by the Superintendent pursuant to section 53 or subsection 54(1) that are from time to time applicable to the bank;

  • (e) particulars of exceptions granted under section 39, 55 or 231 that are from time to time applicable to the bank; and

  • (f) particulars from Schedule I or II that are applicable to the bank as they are from time to time amended and published in the Canada Gazette.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), a bank shall prepare and maintain adequate

  • (a) corporate accounting records;

  • (b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and

  • (c) records showing, for each customer of the bank, on a daily basis, particulars of the transactions between the bank and that customer and the balance owing to or by the bank in respect of that customer and, if the bank is a federal credit union, whether the customer is a member of the federal credit union.

• Marginal note:Continued banks

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as a bank under this Act, records includes similar records required by law to be maintained by the body corporate before it was so continued; and

  • (b) in the case of a body corporate amalgamated and continued as a bank under this Act, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

Marginal note:Place of records

• 239 (1) The records described in section 238 shall be kept at the head office of the bank or at such other place in Canada as the directors think fit.

• Marginal note:Notice of place of records

  (2) Where any of the records described in section 238 are not kept at the head office of a bank, the bank shall notify the Superintendent of the place where the records are kept.

• Marginal note:Exception

  (3) Subsection (1) does not apply in respect of records of a branch of the bank outside Canada or in respect of customers of such a branch.

• Marginal note:Exception

  (3.1) Subject to subsection 245(1.1), subsection (1) does not apply to a bank 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:Inspection

  (4) The records described in section 238, other than those described in paragraph 238(2)(c), shall at all reasonable times be open to inspection by the directors.

• Marginal note:Access to bank records

  (5) Shareholders, members and creditors of a bank and their personal representatives may examine the records referred to in subsection 238(1) during the usual business hours of the bank and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the bank is a distributing bank, any other person may on payment of a reasonable fee examine those records during the usual business hours of the bank and take extracts from them or have copies of them made.

• Marginal note:Electronic access

  (5.1) A bank may make the information contained in records referred to in subsection 238(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

• Marginal note:Copies of by-laws

  (6) Every shareholder and every member of a bank is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank.

Marginal note:Lists

• 240 (1) A person who is entitled to a basic list of shareholders or members of a bank (in this section referred to as the “applicant”) may request the bank to furnish the applicant with a basic list within ten days after receipt by the bank of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank must comply with the request.

• Marginal note:Affidavit and contents

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant,

  • (b) the name and address for service of the entity, if the applicant is an entity, and

  • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 242,

  and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

• Marginal note:Entitlement to list

  (3) A shareholder, member or creditor of a bank or their personal representative — or, if the bank is a distributing bank, any person — is entitled to a basic list of shareholders or members of the bank.

• Marginal note:Basic list

  (4) A basic list of shareholders or members of a bank consists of a list of shareholders or members that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

  • (a) the names of the shareholders or members, as the case may be, of the bank;

  • (b) the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be; and

  • (c) the address of each shareholder or member as shown in the records of the bank.

• Marginal note:Supplemental lists

  (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up.

• Marginal note:When supplemental lists to be furnished

  (6) A bank or its agent shall provide a supplemental list of shareholders required under subsection (5)

  • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

  • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

Marginal note:Option holders

241 A person requiring a bank to supply a basic list or a supplemental list of shareholders or members may also require the bank to include in that list the name and address of any known holder of an option or right to acquire shares of the bank.

Marginal note:Use of list

242 No person shall use a list of shareholders or members obtained under section 240 except in connection with

• (a) an effort to influence the voting of shareholders or members of the bank;

• (b) an offer to acquire shares of the bank; or

• (c) any other matter relating to the affairs of the bank.

Marginal note:Form of records

• 243 (1) A register or other record required or authorized by this Act to be prepared and maintained by a bank

  • (a) may be in a bound or loose-leaf form or in a photographic film form; or

  • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Conversion of records

  (2) Registers and records maintained in one form may be converted to any other form.

• Marginal note:Destruction of converted records

  (3) Notwithstanding section 246, a bank may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

244 A bank and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.