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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2022-09-22 and last amended on 2022-06-30. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

Corporate Records (continued)

Marginal note:Option holders

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

  • 2001, c. 9, s. 183

Marginal note:Use of shareholder list

 A list of shareholders obtained under section 817 shall not be used by any person except in connection with

  • (a) an effort to influence the voting of shareholders of the bank holding company;

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

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

  • 2001, c. 9, s. 183

Marginal note:Form of records

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

    • (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 823, a bank holding company 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.

  • 2001, c. 9, s. 183

Marginal note:Protection of records

 A bank holding company 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 Part to be prepared and maintained.

  • 2001, c. 9, s. 183

Marginal note:Requirement to maintain copies and process information in Canada

  •  (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

  • Marginal note:Direction — immediate, direct, complete and ongoing access

    (1.1) Where a bank holding company referred to in subsection 816(1.1) or 828(3) maintains records referred to in section 815 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the bank holding company to maintain a copy of those records or register at any place in Canada as the directors think fit

    • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

    • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the bank holding company not to maintain a copy of those records or register at any place in Canada.

  • Marginal note:Bank holding company to comply

    (2) A bank holding company shall without delay comply with any order issued under subsection (1) or (1.1).

Marginal note:Retention of records

 A bank holding company shall retain

  • (a) the records of the bank holding company referred to in subsection 815(1);

  • (b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and

  • (c) the central securities register referred to in subsection 825(1).

  • 2001, c. 9, s. 183

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 822(1.1)(a).

Securities Registers

Marginal note:Central securities register

  •  (1) A bank holding company shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Existing and continued bank holding companies

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a body corporate continued, or amalgamated and continued, as a bank holding company under this Part before the continuance, or amalgamation, as the case may be.

  • Marginal note:Access to central securities register

    (3) Shareholders and creditors of a bank holding company and their personal representatives may examine the central securities register during the usual business hours of the bank holding company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the bank holding company is a distributing bank holding company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the bank holding company and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The bank holding company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the bank holding company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 819. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplemental information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A bank holding company or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 123

Marginal note:Branch registers

 A bank holding company may establish as many branch securities registers as it considers necessary.

  • 2001, c. 9, s. 183

Marginal note:Agents

 A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers.

  • 2001, c. 9, s. 183

Marginal note:Location of central securities register

  •  (1) The central securities register of a bank holding company shall be maintained by the bank holding company at its head office or at any other place in Canada designated by the directors of the bank holding company.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a bank holding company may be kept at any place in or outside Canada designated by the directors of the bank holding company.

  • Marginal note:Exception

    (3) Subject to subsection 822(1.1), subsection (1) does not apply to a bank holding company 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:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

  • 2001, c. 9, s. 183

Marginal note:Particulars in branch register

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank holding company shall also be kept in the central securities register of the bank holding company.

  • 2001, c. 9, s. 183

Marginal note:Destruction of certificates

 A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 713(1) or a like instrument, irrespective of its form, after the date of its expiration.

  • 2001, c. 9, s. 183
Corporate Name and Seal

Marginal note:Publication of name

 A bank holding company 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 holding company.

  • 2001, c. 9, s. 183

Marginal note:Corporate seal

  •  (1) A bank holding company 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 holding company is not invalid merely because a corporate seal is not affixed to it.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 124
Insiders

Marginal note:Ss. 265 to 272 apply

 Sections 265 to 272 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 124
Prospectus

Marginal note:Ss. 273 and 274 apply

 Sections 273 and 274 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 124
Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 275 to 277 apply

 Sections 275 to 277 apply in respect of bank holding companies subject to the following:

  • (a) references to “bank” are to be read as references to “bank holding company”;

  • (b) the reference to “this Act” in section 276 is to be read as a reference to “this Part”; and

  • (c) the reference to “a regulation referred to in subsection 485(1) or (2) or of an order made under subsection 485(3)” in subsection 277(25) is to be read as a reference to “a regulation referred to in subsection 949(1) or (2) or of an order made under subsection 949(3)”.

  • 2005, c. 54, s. 124
Compulsory Acquisitions

Marginal note:Ss. 283 to 292.1 apply

 Sections 283 to 292.1 apply in respect of bank holding companies, subject to the following:

  • (a) references to “bank” in those sections are to be read as references to “bank holding company”;

  • (b) references to “another deposit-taking financial institution” in subsection 287(3) are to be read as references to “a deposit-taking financial institution”; and

  • (c) the reference to “the Minister” in subsection 291(4) is to be read as a reference to “the Receiver General”.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 125

Marginal note:Recovery

 If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.

  • 2001, c. 9, s. 183
 
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