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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2022-09-11 and last amended on 2022-06-30. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 7Ownership (continued)

Approval Process (continued)

Marginal note:Reasonable opportunity to make representations

  •  (1) If, after receipt of the notice referred to in paragraph 909(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • Marginal note:Reasonable opportunity to make representations

    (2) If, after receipt of the notice sent in accordance with subsection 909(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • 2001, c. 9, s. 183
  • 2012, c. 31, s. 125(E)

Marginal note:Notice of decision

  •  (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 910(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

  • Marginal note:Notice of decision

    (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 910(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

  • 2001, c. 9, s. 183

Marginal note:Deemed approval

 If the Minister does not send a notice under subsection 909(1) or (3) or 911(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates.

  • 2001, c. 9, s. 183

Marginal note:Constraining registration: Crown and foreign governments

  •  (1) No bank holding company shall record in its securities register a transfer or issue of any share of the bank holding company to

    • (a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or

    • (b) the government of a foreign country or any political subdivision of a foreign country, or any agent or agency of a foreign government.

  • Marginal note:Exception

    (2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

  • Marginal note:Certain foreign banks excluded

    (2.1) Subsection (2) does not permit a bank holding company to record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank that is a foreign bank by reason only of paragraph (f) of the definition foreign bank in section 2.

  • Marginal note:Exception

    (3) Despite subsection (1), a bank holding company may, with the Minister’s approval, record in its securities register the issue of any share of the bank holding company to an eligible agent.

  • Marginal note:Application made jointly

    (4) The application for the approval referred to in subsection (3) must be made jointly by the bank holding company and the eligible agent.

  • Marginal note:Matters for consideration

    (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 906(1)(a) to (g).

  • Marginal note:Consequence of revocation of approval

    (6) If an approval referred to in subsection (3) is revoked, the bank holding company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent.

  • Marginal note:Disposition of shareholdings

    (7) If a bank holding company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the bank holding company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order.

  • Marginal note:Representations

    (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the bank holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • Marginal note:Appeal

    (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 977.

  • 2001, c. 9, s. 183
  • 2012, c. 5, s. 99, c. 19, s. 337, c. 31, s. 126

Marginal note:Suspension of voting rights held by governments

  •  (1) Despite section 737, no person shall, in person or by proxy, exercise any voting rights attached to any share of a bank holding company that is beneficially owned by

    • (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or

    • (b) the government of a foreign country or any political subdivision thereof, or any agency thereof.

  • Marginal note:Exception

    (2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

  • Marginal note:Exception — eligible agent

    (3) Subsection (1) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 913(3).

  • Marginal note:Consequence of suspension of approval

    (4) If an approval referred to in subsection 913(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the bank holding company that is beneficially owned by the eligible agent.

  • 2001, c. 9, s. 183
  • 2012, c. 5, s. 100, c. 19, s. 338, c. 31, s. 127

Marginal note:Disposition of shareholdings

  •  (1) If, with respect to any bank holding company, a person contravenes section 874 or subsection 875(1), 876(1) or 878(1) or section 880 or 881 or subsection 882(1) or section 883 or fails to comply with an undertaking referred to in subsection 899(2) or with any terms and conditions imposed under section 907, the Minister may, if the Minister deems it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the bank holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

  • Marginal note:Representations

    (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the bank holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • 2001, c. 9, s. 183

Marginal note:Appeal

 Any person with respect to whom a direction has been made under subsection 915(1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 977.

  • 2001, c. 9, s. 183
  • 2012, c. 31, s. 128(F)

Marginal note:Application to court

  •  (1) If a person fails to comply with a direction made under subsection 913(7) or 915(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

  • Marginal note:Court order

    (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the bank holding company concerned to sell the shares that are the subject-matter of the direction.

  • Marginal note:Appeal

    (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

  • 2001, c. 9, s. 183
  • 2012, c. 31, s. 129

Marginal note:Interest of securities underwriter

 This Division does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.

  • 2001, c. 9, s. 183

Marginal note:Arrangements to effect compliance

  •  (1) The directors of a bank holding company may make such arrangements as they deem necessary to carry out the intent of this Division and, in particular, but without limiting the generality of the foregoing, may

    • (a) require any person in whose name a share of the bank holding company is held to submit a declaration setting out

      • (i) the beneficial ownership of the share, and

      • (ii) such other information as the directors deem relevant for the purposes of this Division;

    • (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

    • (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

  • Marginal note:Order of Superintendent

    (2) The Superintendent may, by order, direct a bank holding company to obtain from any person in whose name a share of the bank holding company is held a declaration setting out the name of every entity controlled by that person and containing information concerning

    • (a) the ownership or beneficial ownership of the share; and

    • (b) such other related matters as are specified by the Superintendent.

  • Marginal note:Compliance required

    (3) As soon as possible after receipt by a bank holding company of a direction under subsection (2),

    • (a) the bank holding company shall comply with the direction; and

    • (b) every person who is requested by the bank holding company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

  • Marginal note:Outstanding declaration: effect

    (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, a bank holding company may refuse to issue the share or register the transfer unless the required declaration is submitted.

  • 2001, c. 9, s. 183

Marginal note:Reliance on information

 A bank holding company and any person who is a director or an officer, employee or agent of the bank holding company may rely on any information contained in a declaration required by the directors pursuant to section 919 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the bank holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information.

  • 2001, c. 9, s. 183

Marginal note:Competition Act

 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.

  • 2001, c. 9, s. 183

DIVISION 8Business and Powers

Marginal note:Main business

  •  (1) Subject to this Part, a bank holding company shall not engage in or carry on any business other than

    • (a) acquiring, holding and administering investments that are permitted by this Part;

    • (b) providing management, advisory, financing, accounting, information processing and other prescribed services to entities in which it has a substantial investment; and

    • (c) any other prescribed business.

  • Marginal note:Regulations

    (2) The Governor in Council may make regulations prescribing businesses or services for the purposes of subsection (1).

  • 2001, c. 9, s. 183

Marginal note:Restriction on guarantees

  •  (1) A bank holding company shall not guarantee on behalf of any person the payment or repayment of any sum of money.

  • Marginal note:Exception

    (2) Subsection (1) does not apply if

    • (a) the person on whose behalf the bank holding company has undertaken to guarantee the payment or repayment is a subsidiary of the bank holding company; and

    • (b) the subsidiary has an unqualified obligation to reimburse the bank holding company for the full amount of the payment or repayment to be guaranteed.

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations imposing terms and conditions in respect of guarantees permitted by this section.

  • 2001, c. 9, s. 183

Marginal note:Restriction on partnerships

  •  (1) Except with the approval of the Superintendent, a bank holding company shall not be a general partner in a limited partnership or a partner in a general partnership.

  • Meaning of general partnership

    (2) For the purposes of subsection (1), general partnership means any partnership other than a limited partnership.

  • 2001, c. 9, s. 183
 
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