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Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2020-09-09 and last amended on 2019-06-17. Previous Versions

AMENDMENTS NOT IN FORCE

  • — 2005, c. 54, s. 392(2)

    • 1997, c. 15, s. 348
      • 392 (2) The definition solicit or solicitation in section 160.01 of the Act is replaced by the following:

        solicitation

        solicitation

        • (a) includes

          • (i) a request for a proxy whether or not accompanied by a form of proxy,

          • (ii) a request to execute or not to execute a form of proxy or to revoke a proxy,

          • (iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

          • (iv) the sending of a form of proxy to a shareholder under subsection 160.04(1); but

        • (b) does not include

          • (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

          • (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

          • (iii) the sending by an intermediary of the documents referred to in subsection 160.07(1),

          • (iv) a solicitation by a person in respect of shares of which they are the beneficial owner,

          • (v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision,

          • (vi) a communication for the purpose of obtaining the support of persons in accord­ance with paragraph 146(1.1)(b), or

          • (vii) a communication, other than a solicitation by or on behalf of the management of a company, that is made to shareholders in the prescribed circumstances. (sollicitation)

  • — Subsections 425(1) and (2), as enacted by 2007, c. 6, s. 362

    • Notice of unpaid amount
      • 425 (1) A company shall send to each person to whom a deposit referred to in paragraph 424(1)(a) is payable, and to each person to whom or at whose request an instrument referred to in paragraph 424(1)(b) was issued, certified or accepted, a notice stating that the deposit or instrument remains unpaid.

      • Where notice to be sent

        (2) The notice is to be sent to the person’s recorded address and, if the person has designated an information system for the receipt of electronic documents, to that designated information system.

  • — Paragraph 425(3)(a), as enacted by 2007, c. 6, s. 362

    •  

      • (a) in the case of a deposit made for a fixed period, after the fixed period has terminated;

  • — Paragraph 425(3)(c), as enacted by 2007, c. 6, s. 362

    •  

      • (c) in the case of a cheque, draft or bill of exchange, in respect of which the instrument has remained unpaid.

  • — Subsection 425(4), as enacted by 2007, c. 6, s. 362

      • Notification of transfer to the Bank of Canada

         (4) The notice to be sent during the month of January next following the end of the first nine-year period determined under paragraphs (3)(a) to (c), as the case may be, must also

        • (a) indicate that in the month of January in the next year the unpaid amounts will be transferred to the Bank of Canada; and

        • (b) include the mailing address and websites where information can be obtained on how to claim the unpaid deposit or instrument.

  • — 2018, c. 12, s. 310(1)

      • 310 (1) Paragraphs 410(1)(c) and (c.1) of the Trust and Loan Companies Act are replaced by the following:

        • (b.1) subject to sections 416 and 417 and the regulations, engage in any activity that relates to the provision of financial services by the company or any of its affiliates;

        • (c) subject to the regulations, engage in any of the following activities:

          • (i) collecting, manipulating and transmitting information, and

          • (ii) designing, developing, manufacturing, selling and otherwise dealing with technology, if those activities relate to

            • (A) an activity referred to in this subsection that is engaged in by the company or any of its affiliates, or

            • (B) the provision of financial services by any other entity,

  • — 2018, c. 12, ss. 310(3) to (5)

      • 310 (3) Paragraph 410(3)(a) of the Act is replaced by the following:

        • (a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1);

      • (4) Paragraph 410(3)(b) of the English version of the Act is replaced by the following:

        • (b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1); and

      • (5) Paragraph 410(3)(c) of the Act is replaced by the following:

        • (c) respecting the circumstances in which a company may engage in an activity referred to in paragraphs (1)(b.1) and (c), including the circumstances in which it may collect, manipulate and transmit information under subparagraph (1)(c)(i).

  • — 2018, c. 12, s. 311

    • 311 Section 411 of the Act is replaced by the following:

      • Networking
        • 411 (1) Subject to section 416 and the regulations, a company may

          • (a) act as agent for any person in respect of

            • (i) the carrying on of any activity referred to in subsection 410(1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 449(1), if that definition were read without reference to the requirements of subsections 453(4) to (6), or by a prescribed entity, and

            • (ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);

          • (a.1) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and

          • (b) refer any person to another person.

        • Regulations

          (2) The Governor in Council may make regulations

          • (a) respecting the circumstances in which a company may act as an agent, enter into an arrangement or refer a person under subsection (1); and

          • (b) imposing terms and conditions in respect of the carrying on of activities under that subsection.

      • Regulations

        411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or when making referrals.

  • — 2018, c. 12, s. 312

      • 312 (1) Section 453 of the Act is amended by adding the following after subsection (2):

        • Permitted investments

          (2.1) Subject to subsections (3) to (6), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a company is permitted to engage in under paragraphs 409(2)(b) to (d).

        • Regulations

          (2.2) The Governor in Council may make regulations

          • (a) defining, for the purposes of subsection (2.1), the word “majority”;

          • (b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and

          • (c) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).

      • (2) Subparagraph 453(3)(f)(ii) of the Act is replaced by the following:

        • (ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 451(2), paragraph 451(3)(b) or (c) or subsection 451(4); or

      • (3) Subsection 453(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).

      • (4) Paragraph 453(7)(a) of the Act is replaced by the following:

        • (a) the company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);

  • — 2018, c. 12, s. 313

    • 313 The Act is amended by adding the following after section 453:

      • Regulations

        453.1 The Governor in Council may make regulations

        • (a) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 410(1)(b.1) or (c), including the circumstances in which a company is prohibited from doing so; and

        • (b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).

  • — 2018, c. 12, s. 314

    • 314 Paragraph 483(1)(c) of the Act is replaced by the following:

      • (c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;

  • — 2018, c. 12, s. 315

    • 315 Subsection 529.2(1) of the Act is replaced by the following:

      • Application for certain approvals
        • 529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 453(5)(b.1) or (c) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

  • — 2020, c. 1, s. 153

    • 153 Section 2 of the Trust and Loan Companies Act is amended by adding the following in alphabetical order:

      regulated foreign entity

      regulated foreign entity means an entity that is

      • (a) incorporated or formed otherwise in a country or territory, other than Canada, in which a trade agreement listed in Schedule IV of the Bank Act is applicable, and

      • (b) subject to financial services regulation in that country or territory; (entité étrangère réglementée)

  • — 2020, c. 1, s. 154

    • 154 Section 244 of the Act is amended by adding the following after subsection (3):

      • Exception

        (3.1) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

  • — 2020, c. 1, s. 155

    • 2007, c. 6, s. 353

      155 Subsection 250(2) of the Act is replaced by the following:

      • Direction — immediate, direct, complete and ongoing access

        (1.1) Where a company referred to in subsection 244(3.1) or 256(3) maintains records referred to in section 243 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 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 company not to maintain a copy of those records or register at any place in Canada.

      • Company to comply

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

  • — 2020, c. 1, s. 156

    • 156 Section 252 of the Act is replaced by the following:

      • Regulations

        252 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a 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 250(1.1)(a).

  • — 2020, c. 1, s. 157

    • 157 Section 256 of the Act is amended by adding the following after subsection (2):

      • Exception

        (3) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

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