R.S., c. C-21

Canadian Payments Association Act

110. Subsection 2(1) of the Canadian Payments Association Act is amended by adding the following in alphabetical order:

``authorized foreign bank''
« banque étrangère autorisée »

``authorized foreign bank'' means a foreign bank in respect of which an order under subsection 524(1) of the Bank Act has been made but does not include a foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) of that Act;

111. Subsection 4(1) of the Act is amended by striking out the word ``and'' at the end of paragraph (b) and by adding the following after paragraph (b):

    (c) every authorized foreign bank; and

1993, c. 34, s. 46(F)

112. Paragraph 9(3)(a) of the Act is replaced by the following:

    (a) banks and authorized foreign banks ,

1993, c. 34, s. 47(F)

113. Paragraph 10(1)(a) of the Act is replaced by the following:

    (a) banks and authorized foreign banks ,

114. (1) Subsection 30(1) of the Act is amended by adding the following after paragraph (a):

    (a.1) be an authorized foreign bank;

(2) On the later of the coming into force of section 115 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997 and the coming into force of subsection (1), paragraph 30(1)(a.1) of the Canadian Payments Association Act as enacted by subsection (1) is renumbered as paragraph 30(1)(a.2).

1991, c. 48

Cooperative Credit Associations Act

115. Paragraph (b) of the definition ``financial institution'' in section 2 of the Cooperative Credit Associations Act is replaced by the following:

      (b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act ,

1997, c. 15, s. 142(5)

116. (1) Paragraph 390(3)(d) of the Act is replaced by the following:

    (d) the association obtains the prior written approval of the Minister on the recommendation of the Superintendent in the case of

      (i) a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in paragraph (1)(d), (k) or (m), or

      (ii) a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in paragraph (1)(b), (c) or (l), if the association is permitted by regulations made under paragraph 396(a) to acquire or increase the substantial investment .

1997, c. 15, s. 142(6)

(2) Subsections 390(6) to (8) of the Act are replaced by the following:

Acquisition of legal control without control in fact

(6) An association shall not, without the prior written approval of the Minister, acquire control of a body corporate, as authorized by subparagraph (3)(a)(i) or (a.1)(i) , unless it also acquires control of the body corporate within the meaning of paragraph 3(1)(e).

Giving up of control in fact

(7) An association that acquires control of a body corporate, as authorized by subparagraph (3)(a)(i) or (a.1)(i) , shall not, without the prior written approval of the Minister, give up control of the body corporate within the meaning of paragraph 3(1)(e) while continuing to control the body corporate.

Giving up of control

(8) An association that controls a body corporate referred to in paragraph (3)(a) or (a.1) may give up control of the body corporate and keep a substantial investment in the body corporate if

    (a) the association is permitted to do so by regulations made under paragraph 396(b); and

    (b) the association has the prior written approval of the Superintendent.

117. The Act is amended by adding the following after section 435:

Regulations

435.1 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by associations of prescribed supervisory information.

1991, c. 47

Insurance Companies Act

118. (1) Paragraph (b) of the definition ``financial institution'' in subsection 2(1) of the Insurance Companies Act is replaced by the following:

      (b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act ,

(2) Section 2 of the Act is amended by adding the following in alphabetical order:

``non-
WTO Member foreign institution''
« institution étrangère d'un non-membre de l'OMC »

``non-WTO Member foreign institution'' means a foreign institution that is not controlled by a WTO Member resident;

``WTO Member resident''
« résident d'un membre de l'OMC »

``WTO Member resident'' means a WTO Member resident within the meaning of section 11.1.

119. The Act is amended by adding the following after section 11:

WTO Member resident

11.1 (1) For the purposes of this Act, a WTO Member resident is

    (a) a natural person who is ordinarily resident in a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act, other than Canada;

    (b) a body corporate, association, partnership or other organization that is incorporated, formed or otherwise organized in a country or territory that is a WTO Member, as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act, other than Canada, and that is controlled,

      (i) directly or indirectly, by one or more persons referred to in paragraph (a), or

      (ii) by a government of a WTO Member, whether federal, state or local, or an agency of one of those governments;

    (c) a trust established by one or more persons referred to in paragraph (a) or (b) or a trust in which one or more of those persons have more than 50 per cent of the beneficial interest; or

    (d) a body corporate, association, partnership or other organization that is controlled, directly or indirectly, by a trust referred to in paragraph (c).

Interpreta-
tion

(2) For the purposes of subsection (1),

    (a) a body corporate is controlled by one or more persons if

      (i) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person or persons, and

      (ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate;

    (b) an association, partnership or other organization is controlled by one or more persons if

      (i) more than 50 per cent of the ownership interests, however designated, into which the association, partnership or other organization is divided are beneficially owned by the person or persons, and

      (ii) the person or persons are able to direct the business and affairs of the association, partnership or other organization;

    (c) a body corporate, association, partnership or other organization is controlled by one or more persons if the person or persons have, directly or indirectly, control in fact of the body corporate, association, partnership or other organization; and

    (d) a body corporate, association, partnership or other organization that controls another body corporate, association, partnership or other organization is deemed to control any body corporate, association, partnership or other organization that is controlled or deemed to be controlled by the other body corporate, association, partnership or other organization.

120. Paragraph 24(1)(b) of the Act is replaced by the following:

    (b) if the application is made by a non-WTO Member foreign institution , treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

121. Subsection 420(2) of the Act is replaced by the following:

National treatment

(2) Where a transaction in respect of which subsection 407(1) or (2) applies would cause a company to become a subsidiary of a foreign institution that is engaged in the insurance business, that does not have any other company as its subsidiary and that is a non-WTO Member foreign institution , the Minister shall not approve the transaction unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

1997, c. 15, s. 266(5)

122. (1) Paragraph 495(4)(c) of the Act is replaced by the following:

    (c) the company obtains the prior written approval of the Minister on the recommendation of the Superintendent in the case of

      (i) a body corporate referred to in paragraph (1)(j) or (2)(f) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in paragraph (1)(b) or (i) or (2)(d), or

      (ii) a body corporate referred to in paragraph (1)(j) or (2)(f) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in paragraph (2)(a), (b) or (e), if the company is permitted by regulations made under paragraph 501(a) to acquire or increase the substantial investment .

1997, c. 15, s. 266(6)

(2) Subsections 495(6.1) to (7) of the Act are replaced by the following:

Acquisition of legal control without control in fact

(6.1) A company shall not, without the prior written approval of the Minister, acquire control of a body corporate, as authorized by subparagraph (4)(a)(i) or (a.1)(i) , unless it also acquires control of the body corporate within the meaning of paragraph 3(1)(d).

Giving up of control in fact

(6.2) A company that acquires control of a body corporate, as authorized by subparagraph (4)(a)(i) or (a.1)(i) , shall not, without the prior written approval of the Minister, give up control of the body corporate within the meaning of paragraph 3(1)(d) while continuing to control the body corporate.

Giving up of control

(7) A company that controls a body corporate referred to in paragraph (4)(a) or (a.1) may give up control of the body corporate and keep a substantial investment in the body corporate if

    (a) the company is permitted to do so by regulations made under paragraph 501(b); and

    (b) the company has the prior written approval of the Superintendent.

123. The portion of section 503 of the Act before paragraph (a) is replaced by the following:

Lending limit: life companies with regulatory capital of $25 million or less

503. Subject to section 504 , a life company that has twenty-five million dollars or less of regulatory capital shall not, and shall not permit its prescribed subsidiaries to,

124. The portion of section 504 of the Act before paragraph (a) is replaced by the following:

Lending limit: regulatory capital over $25 million

504. A life company that has twenty-five million dollars or less of regulatory capital that is controlled by a financial institution that has the equivalent of more than twenty-five million dollars in regulatory capital or a life company that has more than twenty-five million dollars of regulatory capital may

125. Paragraph 574(2)(b) of the Act is replaced by the following:

    (b) if the application is made by a body corporate incorporated elsewhere than in Canada that is not controlled by a WTO Member resident , treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the body corporate principally carries on business, either directly or through a subsidiary.

126. The Act is amended by adding the following after section 672:

Regulations

672.1 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by companies, societies, foreign companies or provincial companies of prescribed supervisory information.