Bill C-67

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	1st Session, 36th Parliament, 46-47-48 Elizabeth II, 1997-98-99
	The House of Commons of Canada
	BILL C-67
	An Act to amend the Bank Act, the Winding-up and Restructuring Act and other Acts relating to financial institutions and to make consequential amendments to other Acts
	Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
1991, cc. 46, 47, 48; 1992, cc. 27, 51; 1993, cc. 6, 28, 34, 44; 1994, cc. 24, 26, 47; 1996, c. 6; 1997, c. 15; 1998, cc. 30, 36	BANK ACT
1993, c. 44, s. 22	*1. (1) The definition ``NAFTA country resident'' in section 2 of the Bank Act* is repealed.**
1993, c. 34, s. 5(F)	(2) The definitions ``affairs'', ``bank'' and ``branch'' in section 2 of the Act are replaced by the following:
``affairs'' « affaires internes »	``affairs'', with respect to a bank or an authorized foreign bank , means the relationships among the bank or authorized foreign bank and its affiliates and the shareholders, directors and officers of the bank or authorized foreign bank and its affiliates, but does not include the business of the bank or authorized foreign bank or any of its affiliates;
``bank'' « banque »	``bank'' means a bank listed in Schedule I or II ;
``branch'' « succursale »	``branch''
	(a) in respect of a bank, means an agency, the head office or any other office of the bank, and
	(b) in respect of an authorized foreign bank, means an agency, the principal office or any other office of the authorized foreign bank in Canada at which is carried on the business in Canada of the authorized foreign bank;
	(3) Paragraph (c) of the definition ``complainant'' in section 2 of the Act is replaced by the following:
	(c) any other person who, in the discretion of a court, is a proper person to make an application under section 334, 338 or 678 ;
	(4) Paragraph (a) of the definition ``financial institution'' in section 2 of the Act is replaced by the following:
	(a) a bank or an authorized foreign bank ,
	(5) Section 2 of the Act is amended by adding the following in alphabetical order:
``annual return'' « état annuel »	``annual return'' means a return prepared in accordance with section 601;
``authorized foreign bank'' « banque étrangère autorisée »	``authorized foreign bank'' means a foreign bank in respect of which an order under subsection 524(1) has been made;
``non- WTO Member foreign bank'' « banque étrangère d'un non-membre de l'OMC »	``non-WTO Member foreign bank'' means a foreign bank that is not controlled by a WTO Member resident;
``principal office'' « bureau principal »	``principal office'' means, in relation to an authorized foreign bank, the office required to be maintained under section 535;
``principal officer'' « dirigeant principal »	``principal officer'' in relation to an authorized foreign bank means the person appointed under section 536;
``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;
	*2. The Act is amended by adding the following after the heading ``Interpretation'' before section 3:*
References to ``authorized foreign bank''	2.1 References in this Act to the carrying on of business in Canada by an authorized foreign bank and to the business in Canada of an authorized foreign bank are deemed, respectively, to be references to the carrying on of business in Canada, or to business in Canada, under Part XII.1.
1993, c. 44, s. 23	3. The portion of subsection 11.1(1) of the Act before paragraph (c) is replaced by the following:
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;
	4. Subsection 13(2) of the Act is repealed.
	5. The Act is amended by adding the following after section 14:
Schedule III authorized foreign banks	14.1 (1) There shall be set out in Schedule III
	(a) the name of every authorized foreign bank and, where applicable, any other name under which it is permitted to carry on business in Canada;
	(b) the place in Canada where the principal office of the authorized foreign bank is situated; and
	(c) whether the authorized foreign bank is subject to the restrictions and requirements referred to in subsection 524(2).
Amending Schedule III	(2) Schedule III shall be amended accordingly where
	(a) an order made under subsection 524(1) is revoked;
	(b) any of the information referred to in paragraph (1)(a) or (b) changes; or
	(c) the restrictions and requirements referred to in subsection 524(2) to which an authorized foreign bank is subject are added or removed.
Notice of amendments	(3) Where in any year Schedule III 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 III in its complete amended form as at the end of the year.
	6. Section 16 of the Act is replaced by the following:
No invalidity	16. No act of a bank or authorized foreign bank , including any transfer of property to or by a bank or authorized foreign bank , is invalid by reason only that the act or transfer is contrary to
	(a) in the case of a bank , the bank's incorporating instrument or this Act; or
	(b) in the case of an authorized foreign bank, this Act.
1993, c. 34, s. 6(F)	7. Section 19 of the Act is replaced by the following:
No constructive notice	19. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a bank or authorized foreign bank by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at a branch of the bank or authorized foreign bank .
	8. Paragraph 20(b) of the Act is replaced by the following:
	(b) the persons named as directors of the bank in the most recent return sent to the Superintendent under section 632 are not the directors of the bank,
1997, c. 15, s. 2	9. Section 21 of the Act is replaced by the following:
Sunset provision	21. Banks shall not carry on business and authorized foreign banks shall not carry on business in Canada after March 31, 2002, except that, if Parliament dissolves after December 31, 2001 and before April 1, 2002, 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.
	10. Paragraph 24(b) of the Act is replaced by the following:
	(b) if the application for letters patent is made by a non-WTO Member foreign bank , 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.
1997, c. 15, s. 4	11. Section 39.1 of the Act is replaced by the following:
This Act ceases to apply	39.1 Where subsection 39.2(1) or 376.1(1) or (2) or section 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.
1996, c. 6, s. 1	12. Paragraph 40(e) of the Act is replaced by the following:
	(e) that is reserved under section 43 for another bank or authorized foreign bank or proposed bank or authorized foreign bank .
	13. Section 43 of the Act is replaced by the following:
Reserved name	43. The Superintendent may, on request, reserve for ninety days a name for a proposed bank or proposed authorized foreign bank or for a bank or authorized foreign bank that intends to change its name.
1997, c. 15, s. 27	14. Paragraph 230(1)(h) of the Act is replaced by the following:
	(h) for the purposes of sections 373 and 376.1, where one or more of the applicants was a bank, the amalgamated bank is deemed to have been incorporated on the earliest day that an amalgamating bank was incorporated; and
	15. (1) Subsection 232(1) of the Act is replaced by the following:
Sale by bank	232. (1) A bank may sell all or substantially all of its assets to a financial institution incorporated by or under an Act of Parliament or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the bank.
	(2) Subsection 232(3) of the Act is replaced by the following:
Considera- tion	(3) Notwithstanding anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution or authorized foreign bank or any other consideration that is provided for in the sale agreement.
	16. Paragraph 238(1)(c) of the Act is replaced by the following:
	(c) the information referred to in paragraphs 632 (1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 632 ;
	17. Subsection 362(2) of the Act is replaced by the following:
Service on bank	(2) Service of a document on a bank after its dissolution may be effected by serving the document on a person shown as a director in the incorporating instrument of the bank or, if applicable, in the latest return sent to the Superintendent under section 632 .
1997, c. 15, s. 38	18. Section 373.1 of the Act is repealed.
1997, c. 15, s. 39(1)	19. (1) Subsection 376.1(1) of the Act is replaced by the following:
Continuance under the Trust and Loan Companies Act	376.1 (1) Where, on the day that is ten years after the day a bank named in Schedule II came into existence, a person holds a significant interest in any class of shares of the bank and the person is not permitted by section 374 or 375 to hold that interest, the bank shall apply under subsection 31(1) of the Trust and Loan Companies Act for letters patent continuing the bank as a company under that Act.
1997, c. 15, s. 39(2)	(2) Subsection 376.1(5) of the Act is repealed.
	20. Subsection 390(2) of the Act is replaced by the following:
Favourable treatment	(2) Where a transaction in respect of which subsection 377(1) or (2) applies would cause a bank named in Schedule II to become the foreign bank subsidiary of a foreign bank, within the meaning of any of paragraphs (a) to (f) of the definition ``foreign bank'' in section 2, that does not have any other foreign bank subsidiary and that is a non-WTO Member foreign bank , the Minister shall not approve the transaction 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.
	21. Subsection 402(3) of the Act is replaced by the following:
Appeal	(3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 667 .
1993, c. 44, s. 28; 1994, c. 47, s. 24	22. Sections 422.1 and 422.2 of the Act are replaced by the following:
Definition of ``non- WTO Member bank subsidiary''	422.1 In section 422.2, ``non-WTO Member bank subsidiary'' means a foreign bank subsidiary that is not controlled by a WTO Member resident.
Limitation on branches in Canada of non-WTO Member bank subsidiaries	422.2 No non-WTO Member bank subsidiary shall have any branch in Canada, other than its head office and one branch, without the approval of the Minister.
	23. Subsection 438(2) of the Act is replaced by the following:
Particulars	(2) A bank shall, on making a payment pursuant to subsection (1), provide the Bank of Canada, for each deposit or instrument in respect of which the payment is made, with all the particulars of the deposit or instrument listed in subsection 629 (3) or 630 (2), as the case may be, current as of the day the payment is made.
	24. Paragraph 458(4)(a) of the Act is replaced by the following:
	(a) for cashing a cheque or other instrument drawn on the Receiver General or on the Receiver General's account in the Bank of Canada, in any bank or other deposit-taking Canadian financial institution incorporated by or under an Act of Parliament or in any authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2), in respect of its business in Canada;
1997, c. 15, s. 55	24.1 (1) Subsection 459.1(1) of the French version of the Act is replaced by the following:
Restrictions - ventes liées	459.1 (1) Il est interdit à la banque d'exercer des pressions indues pour forcer une personne à obtenir un produit ou service auprès d'une personne donnée, y compris elle-même ou une entité de son groupe , pour obtenir un prêt de la banque.

Bill C-67

BILL C-67

BANK ACT