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

Search

Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2021-10-07 and last amended on 2021-06-30. Previous Versions

PART VICorporate Governance (continued)

Corporate Records (continued)

Members Register (continued)

Marginal note:Branch members registers

 A federal credit union may establish as many branch members registers as it considers necessary.

  • 2010, c. 12, s. 2015

Marginal note:Agents

 A federal credit union may appoint an agent to maintain its members register and each of its branch members registers.

  • 2010, c. 12, s. 2015

Marginal note:Location of members register

  •  (1) The members register of a federal credit union is to be maintained by the federal credit union at its head office or at any other place in Canada designated by the federal credit union’s directors.

  • Marginal note:Location of branch members register

    (2) A branch members register of a federal credit union may be kept at any place in or outside Canada designated by the directors of the federal credit union.

  • 2010, c. 12, s. 2015

Marginal note:Particulars in branch members register

  •  (1) A branch members register must contain only particulars of the membership shares issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in members register

    (2) Particulars of each issue or transfer of a membership share registered in a branch members register of a federal credit union must also be kept in the members register of the federal credit union.

  • 2010, c. 12, s. 2015

Marginal note:Cancelled membership share certificates

 A federal credit union, its agent or a trustee within the meaning of section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled.

  • 2010, c. 12, s. 2015

Corporate Name and Seal

Marginal note:Publication of name

 A bank shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the bank.

Marginal note:Corporate seal

  •  (1) A bank may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it.

  • 1991, c. 46, s. 256
  • 2005, c. 54, s. 54

 [Repealed, 1997, c. 15, s. 30]

Insiders

Marginal note:Definitions

  •  (1) In this section and sections 266 to 272,

    affiliate

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    business combination

    business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

    call

    call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

    distributing bank

    distributing bank[Repealed, 2005, c. 54, s. 55]

    insider

    insider[Repealed, 2005, c. 54, s. 55]

    officer

    officer, in relation to a bank, means

    • (a) an officer as defined in paragraph (a) of the definition officer in section 2, or

    • (b) any natural person who performs functions for the bank similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; (dirigeant d’une banque)

    put

    put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

    share

    share means a voting share and includes

    • (a) a security currently convertible into a voting share,

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), and

    • (c) a membership share. (action)

  • Marginal note:Control

    (2) For the purposes of this section and sections 266 to 272, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • (3) and (4) [Repealed, 2005, c. 54, s. 55]

  • 1991, c. 46, s. 265
  • 2005, c. 54, s. 55
  • 2010, c. 12, s. 2016

Insider Reporting

Marginal note:Insider report

 An insider shall submit an insider report in accordance with the regulations.

  • 1991, c. 46, s. 266
  • 1997, c. 15, s. 31
  • 2005, c. 54, s. 56

Marginal note:Exemption by Superintendent

 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 266. The exemption may be given retroactive effect and the Superintendent shall publish the partic­ulars of the exemption and the reasons for it in a periodical available to the public.

  • 1991, c. 46, s. 267
  • 2005, c. 54, s. 56

 [Repealed, 2005, c. 54, s. 56]

Marginal note:Regulations

 The Governor in Council may make regulations for carrying out the purposes of sections 266 and 267, including

  • (a) defining insider for the purposes of sections 266 and 267;

  • (b) respecting the form and content of an insider report; and

  • (c) respecting the submission or publication of an insider report.

  • 1991, c. 46, s. 268
  • 2005, c. 54, s. 56

 [Repealed, 2005, c. 54, s. 56]

Insider Trading

Meaning of insider

  •  (1) In this section, insider means with respect to a distributing bank

    • (a) a director or officer of the bank;

    • (b) a director or officer of a subsidiary of the bank;

    • (c) a director or officer of a body corporate that enters into a business combination with the bank; or

    • (d) a person employed or retained by the bank.

  • Marginal note:Prohibition — short sale

    (2) No insider may knowingly sell, directly or indirectly, a security of a distributing bank or of any of the distributing bank’s affiliates if the insider does not own or has not fully paid for the security.

  • Marginal note:Exception

    (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

    • (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

    • (b) transfer the convertible security, option or right to the purchaser.

  • Marginal note:Prohibition — calls and puts

    (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a bank or of any of the bank’s affiliates.

  • 1991, c. 46, s. 270
  • 2005, c. 54, s. 57
 
Date modified: