(a) contravene section 545, in the case of an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2); or

    (b) have deposit liabilities so as to cause the authorized foreign bank to be in contravention of section 540, in the case of an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2).

Duration

(3) Permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

    (a) with respect to any activity described in paragraph (1)(a), thirty days after the day on which an order made under subsection 524(1) becomes effective in respect of the authorized foreign bank or, where the activity is conducted pursuant to an agreement existing on that day, on the expiration of the agreement;

    (b) with respect to any matter described in paragraph (1)(b), ten years; and

    (c) with respect to any matter described in any of paragraphs (1)(c) to (g), two years.

Renewal

(4) Subject to subsection (5), the Minister may, on the recommendation of the Superintendent, by order, renew permission granted under subsection (1) with respect to any matter described in paragraphs (1)(b) to (f) for any further period or periods that the Minister considers necessary.

Limitation

(5) The Minister may not grant to an authorized foreign bank any permission

    (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the authorized foreign bank that the authorized foreign bank will not be able at law to redeem or discharge at the end of the ten years any liabilities to which the permission relates;

    (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank; and

    (c) with respect to matters described in paragraphs (1)(e) and (f), that purports to be effective more than seven years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank.

Prohibited names

530. (1) An order made under subsection 524(1) or 528(1) may not provide for the use of a name that is

    (a) prohibited by an Act of Parliament;

    (b) in the opinion of the Superintendent, deceptively misdescriptive;

    (c) the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing trade-mark, trade name or corporate name of a body corporate, except where

      (i) the trade-mark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name, and

      (ii) consent to the use of the trade-mark, trade name or corporate name is signified to the Superintendent in any manner that the Superintendent may require;

    (d) the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any other entity carries on business or is identified; or

    (e) reserved under section 43 for an existing or proposed bank or for an existing or proposed authorized foreign bank.

Name otherwise prohibited

(2) An order made under subsection 524(1) or 528(1) may provide for the use of a name referred to in section 47 of the Trust and Loan Companies Act.

Publication of name

531. An authorized foreign bank shall set out its name and, where applicable, any other permitted name, as set out in the order made under subsection 524(1) or 528(1), in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights and obligations with respect to other parties that are issued or made by or on behalf of the authorized foreign bank.

Directing change of name

532. (1) If through inadvertence or otherwise an order made under subsection 524(1) or 528(1) provides for the use of a name that is prohibited by section 530, the Superintendent may, by order, direct the authorized foreign bank to change the name without delay and the authorized foreign bank shall comply with that direction.

Revoking name

(2) Where an authorized foreign bank does not comply with a direction under subsection (1) within sixty days after the service of the direction, the Superintendent may revoke the name and assign another name and, until changed in accordance with section 528, that other name is the name of the authorized foreign bank.

Other name

533. (1) Subject to section 531 and subsection (2), an authorized foreign bank may carry on business in Canada under a name other than the name set out in the order made under subsection 524(1) or 528(1).

Directions

(2) Where an authorized foreign bank carries on business in Canada under a name other than the name set out in the order, the Superintendent may, by order, direct the authorized foreign bank not to use that other name if the Superintendent is of the opinion that the other name is a name referred to in any of paragraphs 530(1)(a) to (e).

Commencement and Carrying on of Business in Canada

Order approving commen-
cement and carrying on of business in Canada

534. (1) On application by an authorized foreign bank, the Superintendent may make an order approving the commencement and carrying on of business in Canada by the authorized foreign bank.

Prohibition

(2) An authorized foreign bank may not commence to carry on business in Canada until it is authorized to do so by an order made under subsection (1).

Conditions for order

(3) The Superintendent may make the order only if the Superintendent is satisfied that the authorized foreign bank has

    (a) deposited in Canada unencumbered assets of a type approved by the Superintendent, the total value of which, determined in accordance with the accounting principles referred to in subsection 308(4), shall be

      (i) in the case of an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2), one hundred thousand dollars, or

      (ii) in any other case, ten million dollars or any greater amount that the Superintendent specifies;

    (b) submitted a power of attorney in accordance with subsection 536(2); and

    (c) complied with all other relevant requirements of this Act.

Deposit agreement

(4) The assets referred to in paragraph (3)(a) shall be kept with a Canadian financial institution approved by the Superintendent pursuant to a deposit agreement entered into with the prior approval of the Superintendent.

Conditions of order

(5) The order under subsection (1) may contain any conditions or limitations that the Superintendent considers appropriate that are consistent with this Act and that relate to the carrying on of the business in Canada of the authorized foreign bank.

Variations

(6) In respect of an order made under subsection (1), the Superintendent may at any time, by further order,

    (a) make the order subject to any conditions or limitations that the Superintendent considers appropriate that are consistent with this Act and that relate to the business in Canada of the authorized foreign bank, or

    (b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject,

but before making a further order the Superintendent shall provide the authorized foreign bank with an opportunity to make representations regarding that further order.

Public notice

(7) On the making of an order under subsection (1), the authorized foreign bank shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where its principal office is to be situated.

Notice in Canada Gazette

(8) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order under subsection (1).

Time limit

(9) The Superintendent shall not make an order under subsection (1) in respect of an authorized foreign bank more than one year after the day on which the order under subsection 524(1) in respect of the authorized foreign bank becomes effective.

Cessation of existence

(10) If an order under subsection (1) is not obtained within one year after the day on which the order under subsection 524(1) in respect of the authorized foreign bank becomes effective, the order made under subsection 524(1) is revoked.

Principal Office and Principal Officer

Principal office

535. (1) An authorized foreign bank shall at all times have a principal office in the place in Canada set out in the order under subsection 524(1) or 528(1) made with respect to it.

Change of principal office

(2) An authorized foreign bank may change the address of its principal office within the place specified in the order under subsection 524(1) or 528(1) made with respect to it.

Notice of change of address

(3) An authorized foreign bank shall send to the Superintendent, within fifteen days after any change of address of its principal office, a notice of the change of address.

Principal officer

536. (1) An authorized foreign bank shall appoint an employee who is ordinarily resident in Canada to be its principal officer for the purposes of this Part.

Power of attorney

(2) The authorized foreign bank shall provide the principal officer with a power of attorney expressly authorizing the principal officer to receive all notices under the laws of Canada from the Minister or Superintendent and shall without delay submit a copy of the power of attorney to the Superintendent.

Vacancy

(3) Where a vacancy occurs in the position of principal officer, the authorized foreign bank shall, without delay, fill the vacancy and submit a copy of the new power of attorney to the Superintendent.

Transfer of Liabilities

Transfer of liabilities not permitted

537. (1) Subject to subsection (2), an authorized foreign bank shall not transfer all or substantially all of the liabilities in respect of its business in Canada.

Exception

(2) An authorized foreign bank may, with the approval of the Minister, transfer all or substantially all of the liabilities in respect of its business in Canada to another authorized foreign bank in respect of its business in Canada, to a bank or to a body corporate to which the Trust and Loan Companies Act applies.

Application for approval

(3) An approval may be given under subsection (2) only if

    (a) notice of the authorized foreign bank's intention to apply for the approval has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the principal office of the transferring authorized foreign bank is situated; and

    (b) the application for approval is supported by evidence satisfactory to the Minister that the requirement of paragraph (a) has been satisfied and that the entity to which the authorized foreign bank intends to make the transfer is an entity referred to in subsection (2).

Business and Powers

Main business

538. (1) Subject to this Act, an authorized foreign bank shall not carry on any business in Canada other than the business of banking and any business generally that appertains to the business of banking.

Included activities

(2) For greater certainty, the business of banking includes

    (a) providing any financial service;

    (b) acting as a financial agent;

    (c) providing investment counselling services and portfolio management services; and

    (d) issuing payment, credit or charge cards and, in cooperation with others including other financial institutions, operating a payment, credit or charge card plan.

Additional powers

539. (1) In addition to exercising the powers that an authorized foreign bank may exercise under section 538, an authorized foreign bank may, in Canada,

    (a) hold, manage and otherwise deal with real property;

    (b) engage, with the prior written approval of the Minister, in the activities in which an information services corporation, within the meaning of subsection 464(1), may engage;

    (c) promote merchandise and services to the holders of any payment, credit or charge card issued by the authorized foreign bank;

    (d) engage in the sale of

      (i) tickets, including lottery tickets, on a non-profit public service basis in connection with special, temporary and infrequent non-commercial celebrations or projects that are of local, municipal, provincial or national interest,

      (ii) urban transit tickets, and

      (iii) tickets in respect of a lottery sponsored by the federal government or a provincial or municipal government or an agency of any of those governments;

    (e) act as a custodian of property; and

    (f) act as receiver, liquidator or sequestrator.

Restriction

(2) Except as authorized by or under this Act, an authorized foreign bank shall not deal in Canada in goods, wares or merchandise or engage in any trade or other business.

Regulations

(3) The Governor in Council may make regulations

    (a) respecting what an authorized foreign bank may or may not do with respect to the carrying on of the activities referred to in paragraph (1)(b); and

    (b) imposing terms and conditions in respect of

      (i) the provision of financial services referred to in paragraph 538(2)(a) that are financial planning services,

      (ii) the provision of services referred to in paragraph 538(2)(c), and

      (iii) the carrying on of the activities referred to in paragraph (1)(b).

Restrictions

540. (1) Where subsection 524(2) applies, the authorized foreign bank shall not, in respect of its business in Canada,

    (a) except as permitted by subsection (4), engage in the business of accepting deposit liabilities, or otherwise borrow money;

    (b) act as an agent for any person in the taking of deposit liabilities; or

    (c) guarantee any securities or accept any bills of exchange that are

      (i) issued by any person, and

      (ii) intended by the issuer or any party to be sold or traded.

Require-
ments

(2) Where subsection 524(2) applies, the authorized foreign bank shall, in accordance with any regulations that may be made,

    (a) post notices in its branches in Canada that it does not accept deposits in Canada and that it is not a member institution of the Canada Deposit Insurance Corporation; and

    (b) include in its advertisements the prescribed information.

Regulations

(3) The Governor in Council may make regulations respecting notices and advertisements for the purpose of subsection (2).

Authorized borrowing

(4) For the purposes of paragraph (1)(a), an authorized foreign bank may