Consent to file later	(2) The Superintendent may give a company consent in writing to comply with subsection (3) rather than subsection (1) on the condition that the company's shareholders sign a resolution under paragraph 155(1)(b) in lieu of an annual meeting.
Later filing	(3) Where the Superintendent has given that consent to a company and has not notified the company that the consent has been withdrawn, the company shall send a copy of the documents referred to in subsections 313(1) and (3) to the Superintendent not later than thirty days after the signing of that resolution.
	372. The Act is amended by adding the following after section 375:
No acquisition of control without approval	375.1 No person shall acquire control of a company within the meaning of paragraph 3(1)(d) without the prior written approval of the Minister.
	373. (1) Paragraph 377(4)(a) of the Act is replaced by the following:
	(a) result in the acquisition of control of the company by the person referred to in that subsection;
	(2) Paragraph 377(4)(b) of the French version of the Act is replaced by the following:
	b) si la personne contrôle déjà la société mais que les droits de vote attachés à l'ensemble des actions de la société qu'elle-même et les entités qu'elle contrôle détiennent à titre de véritable propriétaire n'excèdent pas cinquante pour cent des droits de vote attachés à la totalité des actions en circulation, aurait pour effet de porter les droits de vote attachés à l'ensemble de ces actions détenues par la personne et les entités à plus de cinquante pour cent des droits de vote attachés à la totalité des actions en circulation;
	(3) Subsection 377(4) of the Act is amended by adding the following after paragraph (b):
	(c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or
	(d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies, and the increase is not exempted by the regulations.
	(4) Section 377 of the Act is amended by adding the following after subsection (4):
Regulations	(5) The Governor in Council may make regulations
	(a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and
	(b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.
	374. Section 386 of the Act is replaced by the following:
Restriction on voting rights	386. (1) Where, with respect to any company, a particular person contravenes subsection 375(1) or section 375.1 or fails to comply with an undertaking referred to in subsection 384(2), no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights
	(a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or
	(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.
Subsection (1) ceases to apply	(2) Subsection (1) ceases to apply in respect of a person
	(a) where the person contravened subsection 375(1), when the shares to which the contravention relates have been disposed of;
	(b) where the person contravened section 375.1, when the person ceases to control the company within the meaning of paragraph 3(1)(d); and
	(c) where the person failed to comply with an undertaking referred to in subsection 384(2), when the company complies with section 379.
	375. (1) Paragraph 410(1)(b) of the Act is replaced by the following:
	(b) hold, manage and otherwise deal with real property;
	(2) Subsection 410(1) of the Act is amended by adding the following after paragraph (c):
	(c.1) in Canada, engage in the activities in which an information services corporation, within the meaning of subsection 449(1), may engage, if before engaging in those activities the company obtains the Minister's written approval for it to engage in those activities;
	(3) Subsection 410(1) of the Act is amended by adding the following after paragraph (d):
	(d.1) engage in the activities in which a specialized financing corporation, as defined in subsection 449(1), may engage, if before engaging in those activities the company obtains the Minister's written approval for it to engage in those activities;
	(4) Paragraphs 410(3)(a) and (b) of the Act are 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)(c), (c.1) and (d.1); and
	(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)(c), (c.1) and (d.1).
	376. Subsection 414(2) of the Act is replaced by the following:
Exception	(2) Paragraph (1)(a) does not apply where the person on whose behalf the company has undertaken to guarantee a payment or repayment is a subsidiary of the company.
	377. Subsection 418(2) of the Act is amended by striking out the word ``or'' at the end of paragraph (b), by adding the word ``or'' at the end of paragraph (c) and by adding the following after paragraph (c):
	(d) a loan secured by a mortgage where
	(i) the mortgage is taken back by the company on a property disposed of by the company, including where the disposition is by way of a realization of a security interest, and
	(ii) the mortgage secures payment of an amount payable to the company for the property.
	378. Section 431 of the Act is replaced by the following:
Disclosure required on opening a deposit account	431. (1) Subject to subsection (2), a company shall not open a deposit account in the name of a customer unless, at or before the time the account is opened, the company provides the individual who requests the opening of the account with
	(a) a copy of the account agreement with the company;
	(b) information about all charges applicable to the account;
	(c) information about how the customer will be notified of any increase in those charges and of any new charges applicable to the account;
	(d) information about the company's procedures relating to complaints about the application of any charge applicable to the account; and
	(e) such other information as may be prescribed.
Exception	(2) Where a deposit account is not a personal deposit account and the amount of a charge applicable to the account cannot be established at or before the time the account is opened, the company shall, as soon as is practicable after the amount is established, provide the customer in whose name the account is kept with a notice of the amount of the charge.
Manner of providing information	(3) The agreement or information to be provided under subsection (1) or (2) shall be provided in writing or in such manner as may be prescribed.
Information can be obtained in writing	(4) Whether or not the manner of providing the agreement or information is prescribed under subsection (3), the manner of providing the agreement or information to the individual shall be to provide it in writing if, at or before the time the account is opened, the individual requests the company to provide it in writing.
Individual to be informed	(5) At or before the time the account is opened, the company shall inform the individual that the agreement and the information will be provided in writing at the individual's request.
	379. Sections 435 and 436 of the Act are replaced by the following:
Definition of ``cost of borrowing''	435. For the purposes of this section and sections 435.1 to 442, ``cost of borrowing'' means, in respect of a loan made by a company,
	(a) the interest or discount applicable to the loan; and
	(b) such charges in connection with the loan as are payable by the borrower to the company, or to any person from whom the company receives any charges directly or indirectly, and as are prescribed to be included in the cost of borrowing.
	For those purposes, however, ``cost of borrowing'' does not include prescribed charges.
Rebate of borrowing costs	435.1 (1) Where a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the company shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.
Exception	(2) The charges to be rebated do not include the interest or discount applicable to the loan.
Regulations	(3) The Governor in Council may make regulations governing the rebate of charges under subsection (1). The rebate shall be made in accordance with those regulations.
Disclosing borrowing costs	436. (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 437, and other prescribed information have in the prescribed manner and at the prescribed time been disclosed by the company to the borrower.
Non- application	(2) Subsection (1) does not apply in respect of a loan that is of a prescribed class of loans.
	380. (1) Subparagraph 438(1)(a)(i) of the Act is replaced by the following:
	(i) any terms and conditions relating to that right, including the particulars of the circumstances in which the borrower may exercise that right, and
	(2) Subsection 438(1) of the Act is amended by striking out the word ``and'' at the end of paragraph (a) and by adding the following after paragraph (b):
	(c) at such time and in such manner as may be prescribed, any changes respecting the cost of borrowing or the loan agreement as may be prescribed;
	(d) particulars of any other rights and obligations of the borrower; and
	(e) any other prescribed information, at such time and in such form and manner as may be prescribed.
	(3) Subsection 438(2) of the Act is replaced by the following:
Disclosure in credit card applications	(1.1) A company shall, in accordance with the regulations, at such time and in such manner as may be prescribed, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.
Disclosure re credit cards	(2) Where a company issues or has issued a credit, payment or charge card to a natural person, the company shall, in addition to disclosing the costs of borrowing in respect of any loan obtained through the use of the card, disclose to the person, in accordance with the regulations,
	(a) any charges or penalties described in paragraph (1)(b);
	(b) particulars of the person's rights and obligations;
	(c) any charges for which the person becomes responsible by accepting or using the card;
	(d) at such time and in such manner as may be prescribed, any changes respecting the cost of borrowing or the loan agreement as may be prescribed; and
	(e) any other prescribed information, at such time and in such form and manner as may be prescribed.
Additional disclosure re other loans	(3) Where a company enters into or has entered into an arrangement, including a line of credit, for the making of a loan in respect of which the disclosure requirements of section 436 apply and the loan is not a loan in respect of which subsection (1) or (2) applies, the company shall, in addition to disclosing the costs of borrowing, disclose to the person to whom the loan is made, in accordance with the regulations,
	(a) any charges or penalties described in paragraph (1)(b);
	(b) particulars of the person's rights and obligations;
	(c) any charges for which the person is responsible under the arrangement;
	(d) at such time and in such manner as may be prescribed, any changes respecting the cost of borrowing under the arrangement as may be prescribed; and
	(e) any other prescribed information, at such time and in such form and manner as may be prescribed.
	381. Sections 439 and 440 of the Act are replaced by the following:
Renewal statement	438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at such time and in such manner as may be prescribed, such information as may be prescribed respecting the renewal of the loan.
Disclosure in advertising	439. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 438(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement contains such information as may be required by the regulations, in such form and manner as may be prescribed.
Regulations re borrowing costs	440. The Governor in Council may make regulations
	(a) respecting the manner in which, and the time at which, a company is to disclose to a borrower
	(i) the cost of borrowing,
	(ii) any rebate of the cost of borrowing, and
	(iii) any other information relating to a loan, arrangement, credit card, payment card or charge card referred to in section 438;
	(b) respecting the contents of any statement disclosing the cost of borrowing and other information required to be disclosed by a company to a borrower;
	(c) respecting the manner of calculating the cost of borrowing;