| Cessation of
existence
|
(3) Except for the sole purpose of winding
up its affairs, a bank holding company without
a bank subsidiary that has no other subsidiary
that fails to make an application under
subsection (2) within the time provided for in
that subsection ceases to exist on the
expiration of that period.
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| Act ceases to
apply
|
691. On the day specified by the Minister,
this Act ceases to apply to the body corporate
continued under the other Act of Parliament or
under the Act of the legislature of a province.
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| Withdrawing
application
|
692. Where a special resolution authorizing
the application under subsection 689(1) so
states, the directors of a bank holding
company may, without further approval of the
shareholders, withdraw the application before
it is acted on.
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Corporate Name
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| Prohibited
names
|
693. A bank holding company may not be
incorporated under this Part with a name
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(a) that is prohibited by an Act of
Parliament;
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(b) that is, in the opinion of the
Superintendent, deceptively
misdescriptive;
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(c) that is the same as or, in the opinion of
the Superintendent, substantially the same
as or confusingly similar to, any existing
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(i) trade-mark or trade name, or
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(ii) corporate name of a body corporate,
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except where the trade-mark or trade name
is being changed or the body corporate is
being dissolved or is changing its corporate
name and consent to the use of the
trade-mark, trade name or corporate name
is signified to the Superintendent in such
manner as the Superintendent may require;
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(d) that is 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 entity carries
on business or is identified; or
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(e) that is reserved under section 43 for a
bank or an authorized foreign bank or a
proposed bank or proposed authorized
foreign bank or under section 697 for
another bank holding company or a
proposed bank holding company.
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| Affiliated
bank holding
company
|
694. Despite section 693 and subject to
section 695, a bank holding company that is
affiliated with another entity may, with the
consent of that entity and the approval of the
Superintendent,
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(a) be incorporated with, or change its name
to, substantially the same name as that of
the affiliated entity; or
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(b) subject to any terms and conditions that
may be prescribed, carry on business under
or identify itself by a name, other than its
corporate name, that is substantially the
same as the corporate name of the affiliated
entity or that is another name under which
or with which the affiliated entity carries on
business or otherwise identifies itself.
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| Restriction
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695. A bank holding company may not be
incorporated or continued with, change its
name to or carry on business or identify itself
by, a name that is substantially similar to that
of a bank unless the name contains words that,
in the opinion of the Superintendent, indicate
to the public that the bank holding company is
distinct from any bank that is a subsidiary of
the bank holding company.
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| French or
English form
of name
|
696. (1) The name of a bank holding
company may be set out in its letters patent in
an English form, a French form, an English
form and a French form or in a combined
English and French form, and the bank
holding company may use and be legally
designated by any such form.
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| Mandatory
abbreviation
|
(2) Despite any other provision of this Act
and subject to the regulations, every bank
holding company shall have as part of its
name, the abbreviations ``bhc'' or ``spb''.
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| Alternate
name
|
(3) A bank holding company may identify
itself outside Canada by its name in any
language and the bank holding company may
use and be legally designated by any such
form of its name outside Canada.
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| Other name
|
(4) Subject to subsection (5) and section
832, a bank holding company may carry on
business under or identify itself by a name
other than its corporate name.
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| Directions
|
(5) Where a bank holding company is
carrying on business under or identifying
itself by a name other than its corporate name,
the Superintendent may, by order, direct the
bank holding company not to use that other
name if the Superintendent is of the opinion
that that other name is a name referred to in
any of paragraphs 693(a) to (e).
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| Regulations
|
(6) The Governor in Council may make
regulations respecting the use of the
abbreviations ``bhc'' or ``spb'' in the name of
bank holding companies.
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| Reserved
name
|
697. The Superintendent may, on request,
reserve for ninety days a name for a proposed
bank holding company or for a bank holding
company that intends to change its name.
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| Directing
change of
name
|
698. (1) If through inadvertence or
otherwise a bank holding company
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(a) comes into existence or is continued
with a name, or
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(b) on an application to change its name, is
granted a name
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that is prohibited by section 693 or 695, the
Superintendent may, by order, direct the bank
holding company to change its name and the
bank holding company shall comply with that
direction.
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| Revoking
name
|
(2) Where a bank holding company 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 Part, the
Superintendent may revoke the name of the
bank holding company and assign to it a name
and, until changed in accordance with section
215 or 217, the name of the bank holding
company is thereafter the name so assigned.
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Publication of Information
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| Publication of
information
|
699. The Superintendent shall, within sixty
days after the end of each year, cause a notice
to be published in the Canada Gazette,
showing
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(a) the name of every bank holding
company; and
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(b) the place in Canada where the head
office of the bank holding company is
situated.
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| First
directors'
meeting
|
700. (1) After letters patent incorporating a
bank holding company are issued, a meeting
of the directors of the bank holding company
shall be held at which the directors may,
subject to this Division,
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(b) adopt forms of share certificates and
corporate records;
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(c) authorize the issue of shares of the bank
holding company;
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(e) appoint an auditor to hold office until the
first meeting of shareholders;
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(f) make banking arrangements; and
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(g) deal with any other matters necessary to
organize the bank holding company.
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| Calling
directors'
meeting
|
(2) An incorporator or a director named in
the application for letters patent may call the
meeting referred to in subsection (1) by
giving, subject to subsection 770(2), no fewer
than five days notice of the purpose, time and
place of the meeting to each director of the
bank holding company.
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| Calling
shareholders'
meeting
|
701. (1) After the meeting referred to in
subsection 700(1) is held, the directors of the
bank holding company shall without delay
call a meeting of the shareholders of the bank
holding company.
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| Meeting of
shareholders
|
(2) The shareholders of a bank holding
company shall, by resolution at the meeting of
shareholders called pursuant to subsection (1),
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(a) approve, amend or reject any by-law
made by the directors of the bank holding
company;
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(b) subject to section 756, elect directors to
hold office for a term expiring not later than
the close of the third annual meeting of
shareholders following the election; and
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(c) appoint an auditor to hold office until the
close of the first annual meeting of
shareholders.
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| Term of first
directors
|
702. A director named in the application for
letters patent to incorporate a bank holding
company holds office until the election of
directors at the meeting of shareholders called
pursuant to subsection 701(1).
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Share Capital
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| Power to issue
shares
|
703. (1) Subject to this Part and the by-laws
of the bank holding company, shares of a bank
holding company may be issued at such times
and to such persons and for such consideration
as the directors of the bank holding company
may determine.
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| Shares
|
(2) Shares of a bank holding company shall
be in registered form and shall be without
nominal or par value.
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| Shares of
continued
bank holding
company
|
(3) Where a body corporate is continued as
a bank holding company under this Part,
shares with nominal or par value issued by the
body corporate before it was so continued are
deemed to be shares without nominal or par
value.
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| Deemed share
conditions
|
(4) If a right of a holder of a share with
nominal or par value of a body corporate
continued as a bank holding company under
this Part, other than a voting right, was stated
or expressed in terms of the nominal or par
value of the share immediately before the
body corporate was continued under this Part,
that right is deemed, after the continuance, to
be the same right stated or expressed without
reference to the nominal or par value of the
share.
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| Common
shares
|
704. (1) A bank holding company shall have
one class of shares, to be designated as
``common shares'', which are
non-redeemable and in which the rights of the
holders thereof are equal in all respects, and
those rights include
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(a) the right to vote at all meetings of
shareholders except where only holders of
a specified class of shares are entitled to
vote;
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(b) the right to receive dividends declared
on those shares; and
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(c) the right to receive the remaining
property of the bank holding company on
dissolution.
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| Designations
of shares
|
(2) No bank holding company shall
designate more than one class of its shares as
``common shares'' or any variation of that
term.
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| Continued
bank holding
company
|
(3) A body corporate continued as a bank
holding company under this Part that is not in
compliance with subsection (2) on the date
letters patent continuing it as a bank holding
company are issued shall, within twelve
months after that date, redesignate its shares to
comply with that subsection.
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| Classes of
shares
|
705. (1) The by-laws of a bank holding
company may provide for more than one class
of shares and, if they so provide, shall set out
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(a) the rights, privileges, restrictions and
conditions attaching to the shares of each
class; and
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(b) the maximum number, if any, of shares
of any class that the bank holding company
is authorized to issue.
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| Shareholder
approval
|
(2) Where a by-law referred to in subsection
(1) is made, the directors of the bank holding
company shall submit the by-law to the
shareholders at the next meeting of
shareholders.
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| Effective date
|
(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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| Shares in
series
|
706. (1) The by-laws of a bank holding
company made pursuant to section 705 may
authorize the issue of any class of shares in one
or more series and may authorize the directors
of the bank holding company to fix the
maximum number, if any, of shares in each
series and to determine the designation, rights,
privileges, restrictions and conditions
attaching to the shares of each series, subject
to the limitations set out in the by-laws.
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| Series
participation
|
(2) If any cumulative dividend or amounts
payable on return of capital in respect of a
series of shares are not paid in full, the shares
of all series of the same class participate
rateably in respect of accumulated dividends
and return of capital.
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| Voting rights
|
(3) Where voting rights are attached to any
series of a class of shares, the shares of every
other series of that class shall have the same
voting rights.
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| Restriction on
series
|
(4) No rights, privileges, restrictions or
conditions attached to a series of shares
authorized under this section confer on the
series a priority in respect of dividends or
return of capital over any other series of shares
of the same class that are then outstanding.
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| Material to
Superintenden
t
|
(5) Before the issue of shares of a series of
shares authorized under this section, the
directors shall send to the Superintendent a
copy of the by-law authorizing the directors to
fix the rights, privileges, restrictions and
conditions of those shares and shall provide
the Superintendent with particulars of the
proposed series of shares.
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| One share,
one vote
|
707. Where voting rights are attached to a
share of a bank holding company, the voting
rights may confer only one vote in respect of
that share.
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| Shares
non-assessabl
e
|
708. Shares issued by a bank holding
company are non-assessable and the
shareholders are not liable to the bank holding
company or to its creditors in respect thereof.
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| Consideration
for share
|
709. (1) No share of any class of shares of
a bank holding company shall be issued until
it is fully paid for in money or, with the
approval of the Superintendent, in property.
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| Other
currencies
|
(2) When issuing shares, a bank holding
company may provide that any aspect of the
shares relating to money or involving the
payment of or the liability to pay money be in
a currency other than the currency of Canada.
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| Stated capital
account
|
710. (1) A bank holding company shall
maintain a separate stated capital account for
each class and series of shares it issues.
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| Addition to
stated capital
account
|
(2) A bank holding company shall record in
the appropriate stated capital account the full
amount of any consideration it receives for
any shares it issues.
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| Exception
|
(3) Notwithstanding subsection (2), a bank
holding company may record in the
appropriate stated capital account part of the
amount of any consideration it receives for
shares it issues
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(i) property of a person who immediately
before the exchange did not deal with the
bank holding company at arm's length
within the meaning of the Income Tax
Act, or
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(ii) shares of a body corporate that
immediately before the exchange, or
because of the exchange, did not deal
with the bank holding company at arm's
length within the meaning of the Income
Tax Act; or
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(b) under an agreement referred to in
subsection 804(1) to shareholders of an
amalgamating body corporate who receive
the shares in addition to or instead of
securities of the amalgamated bank holding
company.
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| Limit on
addition to a
stated capital
account
|
(4) On the issuance of a share, a bank
holding company shall not add to the stated
capital account in respect of the share an
amount greater than the amount of the
consideration it receives for the share.
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| Constraint on
addition to a
stated capital
account
|
(5) Where a bank holding company that has
issued any outstanding shares of more than
one class or series proposes to add to a stated
capital account that it maintains in respect of
a class or series of shares an amount that was
not received by the bank holding company as
consideration for the issue of shares, the
addition must be approved by special
resolution unless all the issued and
outstanding shares are of not more than two
classes of convertible shares referred to in
subsection 720(4).
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| Stated capital
of continued
bank holding
company
|
711. (1) Where a body corporate is
continued as a bank holding company under
this Part, the bank holding company shall
record in the stated capital account
maintained for each class and series of shares
then outstanding an amount that is equal to the
aggregate of
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