| 1999, c. 28,
s. 4
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43. Sections 13 and 14 of the Act are
replaced by the following:
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| Application of
Act
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13. This Act is the charter of and applies to
each bank.
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| Schedule I
and Schedule
II banks
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14. (1) Subject to this Act,
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(a) there shall be set out in Schedule I
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(i) the name of every bank named in
Schedules I and II as those Schedules
read immediately before the day section
184 of the Financial Consumer Agency
of Canada Act comes into force that was
not a subsidiary of a foreign bank,
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(ii) the name of every bank incorporated
or formed under this Act that is not a
subsidiary of a foreign bank, and
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(iii) the place in Canada where the head
office of the bank is situated; and
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(b) there shall be set out in Schedule II
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(i) the name of every bank named in
Schedule II as that Schedule read
immediately before the day section 184
of the Financial Consumer Agency of
Canada Act comes into force that was a
subsidiary of a foreign bank,
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(ii) the name of every bank incorporated
or formed under this Act that is a
subsidiary of a foreign bank, and
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(iii) the place in Canada where the head
office of the bank is situated.
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| Amending the
schedules
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(2) Where
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(a) a bank is incorporated,
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(b) a body corporate is continued as a bank,
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(c) one or more bodies corporate are
amalgamated as a bank,
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(d) the name of a bank is changed,
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(e) the head office of a bank is changed,
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(f) a bank becomes, or ceases to be, a
subsidiary of a foreign bank, or
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Schedules I and II shall be amended
accordingly.
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| Notice of
amendments
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(3) If in any year either Schedule I or II is
amended, the Superintendent shall, within
sixty days after the end of the year, cause a
notice to be published in the Canada Gazette
showing Schedule I or II in its complete
amended form as at the end of the year.
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43.1 The Act is amended by adding the
following after section 14.1:
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| Exemption of
foreign banks
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14.2 The Governor in Council may make
regulations exempting any class of foreign
banks from the application of any provision of
this Act.
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| 1997, c. 15,
s. 2; 1999, c.
28, s. 9
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44. Section 21 of the Act is replaced by the
following:
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| Sunset
provision
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21. (1) Subject to subsection (2), banks shall
not carry on business and authorized foreign
banks shall not carry on business in Canada
after the day that is five years after this section
comes into force, except that, if Parliament
dissolves on that day or at any time within the
three-month period before that day, banks
may continue to carry on business, and
authorized foreign banks may continue to
carry on business in Canada, respectively,
until the day that is one hundred and eighty
days after the first day of the first session of the
next Parliament.
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| Extension
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(2) The Governor in Council may, by order,
extend by up to six months the time during
which banks may continue to carry on
business and authorized foreign banks may
continue to carry on business in Canada. No
more than one order may be made under this
subsection.
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45. Paragraph 23(d) of the Act is replaced
by the following:
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(d) an entity that is controlled by the
government of a foreign country or any
political subdivision thereof, other than an
entity that is a foreign bank, a foreign
institution or a subsidiary of a foreign bank
or foreign institution.
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| 1999, c. 28,
s. 10
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46. Section 24 of the Act is replaced by the
following:
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| Subsidiary of
foreign bank
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24. If a proposed bank would be a subsidiary
of a foreign bank, within the meaning of
paragraphs (a) to (f) of the definition ``foreign
bank'' in section 2, and the application for
letters patent to incorporate the bank is made
by a non-WTO Member foreign bank, letters
patent to incorporate the bank may not be
issued unless the Minister is satisfied that
treatment as favourable for banks to which
this Act applies exists or will be provided in
the jurisdiction in which the foreign bank
principally carries on business, either directly
or through a subsidiary.
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47. Section 27 of the Act is replaced by the
following:
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| Matters for
consideration
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27. Before issuing letters patent to
incorporate a bank, the Minister shall take into
account all matters that the Minister considers
relevant to the application, including
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(a) the nature and sufficiency of the
financial resources of the applicant or
applicants as a source of continuing
financial support for the bank;
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(b) the soundness and feasibility of the
plans of the applicant or applicants for the
future conduct and development of the
business of the bank;
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(c) the business record and experience of
the applicant or applicants;
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(d) the character and integrity of the
applicant or applicants or, if the applicant or
any of the applicants is a body corporate, its
reputation for being operated in a manner
that is consistent with the standards of good
character and integrity;
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(e) whether the bank will be operated
responsibly by persons with the
competence and experience suitable for
involvement in the operation of a financial
institution;
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(f) the impact of any integration of the
businesses and operations of the applicant
or applicants with those of the bank on the
conduct of those businesses and operations;
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(g) the opinion of the Superintendent
regarding the extent to which the proposed
corporate structure of the applicant or
applicants and their affiliates may affect the
supervision and regulation of the bank,
having regard to
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(i) the nature and extent of the proposed
financial services activities to be carried
out by the bank and its affiliates, and
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(ii) the nature and degree of supervision
and regulation applying to the proposed
financial services activities to be carried
out by the affiliates of the bank; and
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(h) the best interests of the financial system
in Canada.
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| 1991, c. 47,
s. 756(2)
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48. (1) Subsection 29(1) of the Act is
replaced by the following:
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| Letters patent
of
incorporation
on application
of certain
companies
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29. (1) If the Minister issues letters patent,
under section 22, incorporating a bank on the
application of a company to which the Trust
and Loan Companies Act or the Insurance
Companies Act applies and the paid-in capital
of the bank immediately following its
incorporation will be not less than five million
dollars or any greater amount that the Minister
may specify under subsection 46(1), there
may, on the request of the company and with
the approval of the Minister, be included in the
letters patent a provision deeming shares of
the bank to be issued, on a share for share
basis, to all shareholders of the company in
exchange for all the issued and outstanding
shares of the company.
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(2) Subsection 29(9) of the Act is
repealed.
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| 1994, c. 24,
par.
34(1)(b)(F)
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49. Subsection 33(1) of the Act is replaced
by the following:
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| Federal
corporations
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33. (1) A body corporate incorporated
under the Canada Business Corporations Act
or any other Act of Parliament, including a
bank holding company, may apply to the
Minister for letters patent continuing the body
corporate as a bank under this Act.
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| 1997, c. 15,
s. 4; 1999, c.
28, s. 11
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50. Sections 39.1 and 39.2 of the Act are
replaced by the following:
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| This Act
ceases to
apply
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39.1 If section 39.2 or 402.1 applies in
respect of a bank, on the day specified in the
letters patent continuing the bank as a
company under subsection 33(1) or 234(1) of
the Trust and Loan Companies Act, this Act
ceases to apply to the bank and that Act applies
to the company so continued under that Act.
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| Other transfer
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39.2 A bank may apply for letters patent
continuing the bank as a company under
subsection 33(1) of the Trust and Loan
Companies Act or amalgamating and
continuing the bank as a company under
section 228 and subsection 234(1) of that Act.
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| 1999, c. 28,
s. 12
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51. Paragraph 40(e) of the Act is replaced
by the following:
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(e) that is reserved under section 43 for
another bank or an authorized foreign bank
or a proposed bank or a proposed authorized
foreign bank or under section 697 for a bank
holding company or a proposed bank
holding company.
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| 1996, c. 6, s. 1
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52. Section 41 of the Act is replaced by the
following:
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| Affiliated
bank
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41. Despite section 40, a bank that is
affiliated with another entity may, with the
consent of that entity and the approval of the
Superintendent, be incorporated with, or
change its name to, substantially the same
name as that of the affiliated entity.
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| 1996, c. 6, s. 3
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53. Subsection 44(2) of the Act is replaced
by the following:
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| Revoking
name
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(2) If a bank has been directed under
subsection (1) to change its name and has not,
within sixty days after the service of the
direction, changed its name to a name that is
not prohibited by this Act, the Superintendent
may revoke the name of the bank and assign
to it a name and, until changed in accordance
with section 215 or 217, the name of the bank
is thereafter the name so assigned.
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54. Subsection 46(1) of the Act is replaced
by the following:
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| Calling
shareholders'
meeting
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46. (1) If at least five million dollars, or any
greater amount that the Minister may specify,
has been received by a bank in respect of
which letters patent were issued under section
22 from the issue of its shares, the directors of
the bank shall without delay call a meeting of
the shareholders of the bank.
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55. Subsection 48(2) of the Act is replaced
by the following:
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| Deeming
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(2) If, on the day this subsection comes into
force, an order approving the commencement
and carrying on of business by a bank named
in Schedule I or II as those Schedules read
immediately before that day, has not been
made, such an order is deemed to have been
made in respect of the bank on that day.
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56. Paragraph 52(1)(b) of the Act is
replaced by the following:
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(b) the bank has paid-in capital of at least
five million dollars or any greater amount
that is specified by the Minister under
subsection 46(1);
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57. The Act is amended by adding the
following after section 54:
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| Limit on
assets
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54.1 (1) The Minister may, by order, require
a bank not to have average total assets in any
three month period ending on the last day of a
month subsequent to the month specified in
the order exceeding the bank's average total
assets in the three month period ending on the
last day of the month immediately before the
month specified in the order if the Minister is
of the opinion that it is in the best interests of
the financial system in Canada to do so, after
having considered the Superintendent's
opinion on
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(a) the nature and extent of the financial
services activities carried out by entities
affiliated with the bank; and
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(b) the impact that the nature and degree of
supervision and regulation of those
financial services activities have on the
supervision and regulation of the bank.
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| Revocation of
order
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(2) If the Minister is of the opinion that the
circumstances giving rise to the order have
ceased to exist or have changed substantially,
the Minister may, by further order, revoke the
order.
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| Average total
assets
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(3) For the purposes of subsection (1), the
average total assets of a bank in a three month
period shall be computed by adding the total
assets of the bank as calculated for the month
end of each of the three months in the period
and by dividing the sum by three.
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| Definition of
``total assets''
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(4) For the purposes of subsections (1) and
(3), ``total assets'', in respect of a bank, has the
meaning given that expression by the
regulations.
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| 1997, c. 15,
s. 6(1); 1999,
c. 31, s. 9
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58. Subsection 55(1) of the Act is replaced
by the following:
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| Permission to
subsidiary of
foreign bank
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55. (1) On the recommendation of the
Superintendent, the Minister may, at the same
time that an order is made approving the
commencement and carrying on of business
by a bank that is the subsidiary of a foreign
bank, by further order, grant the subsidiary
permission to
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(a) hold assets that banks are not otherwise
permitted by this Act to hold if those assets
consist of shares of a body corporate
incorporated by or under an Act of
Parliament or of the legislature of a
province that, at the time application for
letters patent incorporating the subsidiary
was made, were held by the eligible foreign
institution, as defined in subsection 370(1),
that is the holding body corporate of the
subsidiary or any affiliate of that eligible
foreign institution; and
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(b) hold assets that banks are not otherwise
permitted by this Act to hold if, at the time
application for letters patent incorporating
the subsidiary was made, the assets were
held by an affiliate of the eligible foreign
institution, as defined in subsection 370(1),
that is the holding body corporate of the
subsidiary.
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Despite any other provision of this Act or the
regulations, the subsidiary may act in
accordance with that permission.
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59. Subsection 59(5) of the Act is replaced
by the following:
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| Deemed share
conditions
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(5) If a right, other than a voting right, of a
holder of a share with nominal or par value of
a bank referred to in subsection (3) or a body
corporate continued as a bank under this Act
was stated or expressed in terms of the
nominal or par value of the share immediately
before the coming into force of this subsection
or the continuance under this Act, as the case
may be, that right is deemed, after the coming
into force of this Part or the continuance, as the
case may be, to be the same right stated or
expressed without reference to the nominal or
par value of the share.
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60. Subsection 61(3) of the Act is replaced
by the following:
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| Effective date
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(3) A by-law referred to in subsection (1) is
not effective until it is confirmed or confirmed
with amendments by special resolution of the
shareholders at the meeting referred to in
subsection (2).
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61. (1) Subsection 79(1) of the Act is
replaced by the following:
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| Declaration of
dividend
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79. (1) The directors of a bank may declare
and a bank may pay a dividend by issuing fully
paid shares of the bank or options or rights to
acquire fully paid shares of the bank and,
subject to subsections (4) and (5), the directors
of a bank may declare and a bank may pay a
dividend in money or property, and where a
dividend is to be paid in money, the dividend
may be paid in a currency other than the
currency of Canada.
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(2) Section 79 of the Act is amended by
adding the following after subsection (4):
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| When
dividend not
to be declared
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(5) The directors of a bank shall not declare
and a bank shall not pay a dividend in any
financial year without the approval of the
Superintendent if, on the day the dividend is
declared, the total of all dividends declared by
the bank in that year would exceed the
aggregate of the bank's net income up to that
day in that year and of its retained net income
for the preceding two financial years.
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62. Subsection 93(1) of the French
version of the Act is replaced by the
following:
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| Relations avec
le détenteur
inscrit
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93. (1) La banque ou le fiduciaire visé à
l'article 294 peut, sous réserve des
paragraphes 137(2) à (5) et des articles 138 à
141 et 145, considérer le détenteur inscrit
d'une valeur mobilière comme la seule
personne ayant qualité pour voter, recevoir
des avis ainsi que les intérêts, dividendes ou
autres paiements et exercer tous les droits et
pouvoirs du propriétaire de la valeur
mobilière.
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63. Section 138 of the Act is amended by
adding the following after subsection (1):
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| Number of
eligible votes
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(1.1) A bank with equity of five billion
dollars or more shall set out in the notice of a
meeting the number of eligible votes, as
defined under subsection 156.09(1), that may
be cast at the meeting as of the record date for
determining those shareholders entitled to
receive the notice of meeting or, if there are to
be separate votes of shareholders at the
meeting, the number of eligible votes, as
defined in that subsection, in respect of each
separate vote to be held at the meeting.
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