Bill C-38
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1991, c. 45
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Trust and Loan Companies Act |
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463. (1) The definition ``subsidiary'' in
section 2 of the Trust and Loan Companies
Act is replaced by the following:
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``subsidia- ry'' « filiale »
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``subsidiary'' means an entity that is a
subsidiary of another entity within the
meaning of section 5;
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1991, c. 47,
par. 753(a),
c. 48, par.
493(a)
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(2) Paragraphs (c) and (d) of the
definition ``financial institution'' in section
2 of the Act are replaced by the following:
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(3) Section 2 of the Act is amended by
adding the following in alphabetical order:
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``Agency'' « Agence »
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``Agency'' means the Financial Consumer
Agency of Canada established under
section 3 of the Financial Consumer
Agency of Canada Act;
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``bank
holding
company'' « société de portefeuille bancaire »
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``bank holding company'' means a body
corporate that is incorporated or formed
under Part XV of the Bank Act;
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``Commission
er'' « commissaire »
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``Commissioner'' means the Commissioner of
the Financial Consumer Agency of Canada
appointed under section 4 of the Financial
Consumer Agency of Canada Act;
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``consumer
provision'' « disposition visant les consomma- teurs »
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``consumer provision'' means a provision
referred to in paragraph (d) of the definition
``consumer provision'' in section 2 of the
Financial Consumer Agency of Canada
Act;
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``equity'' « capitaux propres »
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``equity'', in respect of a company, means its
equity as determined in accordance with the
regulations;
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``federal
financial
institution'' « institution financière fédérale »
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``federal financial institution'' means
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``insurance
holding
company'' « société de portefeuille d'assuran- ces »
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``insurance holding company'' means a body
corporate that is incorporated or formed
under Part XVII of the Insurance
Companies Act;
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464. The Act is amended by adding the
following before section 3:
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Major
shareholder
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2.1 For the purposes of this Act, a person is
a major shareholder of a body corporate if
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Widely held
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2.2 For the purposes of this Act, a body
corporate is widely held if it has no major
shareholder.
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465. The portion of subsection 3(3) of the
Act before paragraph (a) is replaced by the
following:
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Deemed
control
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(3) A person is deemed to control, within
the meaning of paragraph (1)(a) or (b) , an
entity if the aggregate of
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466. Sections 4 and 5 of the Act are
replaced by the following:
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Holding body
corporate
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4. A body corporate is the holding body
corporate of any entity that is its subsidiary.
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Subsidiary
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5. An entity is a subsidiary of another entity
if it is controlled by the other entity .
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467. Subsection 6(2) of the Act is replaced
by the following:
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Affiliated
entities
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(2) Despite subsection (1), for the purposes
of subsections 270(1) and 288(1), one entity is
affiliated with another entity if one of them is
controlled, determined without regard to
paragraph 3(1)(d), by the other or both are
controlled, determined without regard to
paragraph 3(1)(d), by the same person.
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468. The portion of subsection 9(1) of the
Act before paragraph (a) is replaced by the
following:
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Acting in
concert
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9. (1) For the purposes of Part VII, if two or
more persons have agreed, under any
agreement, commitment or understanding,
whether formal or informal, verbal or written,
to act jointly or in concert in respect of
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1997, c. 15,
s. 341
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469. Section 20 of the Act is replaced by
the following:
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Sunset
provision
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20. Companies shall not carry on business
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 ,
companies may continue to carry on business,
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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470. Section 23 of the Act is replaced by
the following:
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Subsidiary of
foreign
institution
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23. If a proposed company would be a
subsidiary of a foreign institution that is
engaged in trust or loan business and the
application for letters patent to incorporate the
company is made by a non-WTO Member
foreign institution, letters patent to
incorporate the company may not be issued
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.
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471. Section 26 of the Act is replaced by
the following:
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Matters for
consideration
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26. Before issuing letters patent to
incorporate a company, the Minister shall take
into account all matters that the Minister
considers relevant to the application,
including
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1991, c. 45,
par. 559(a);
1994, c. 24,
par.
34(1)(g)(F);
1997, c. 15,
s. 343
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472. Section 38 of the Act is replaced by
the following:
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Transferring
to other
federal Acts
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38. (1) A company may
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Conditions for
approval
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(2) No approval referred to in paragraph
(1)(a) may be given to a company unless the
Minister is satisfied that
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1996, c. 6,
s. 113
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473. Section 43 of the Act is replaced by
the following:
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Affiliated
company
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43. Despite section 41, a company 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. 115
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474. Subsection 46(2) of the Act is
replaced by the following:
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Revoking
name
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(2) If a 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 Act, the Superintendent
may revoke the name of the company and
assign to it a name and, until changed in
accordance with section 220 or 222 , the name
of the company is thereafter the name so
assigned.
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1996, c. 6,
s. 115
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474.1 Section 48 of the Act is replaced by
the following:
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Subsidiaries
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48. Despite subsections 47(1) and (2) , a
subsidiary of a company may use the
company's name in its name.
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475. Subsection 50(1) of the Act is
replaced by the following:
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Calling
shareholders'
meeting
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50. (1) If at least five million dollars, or any
greater amount that the Minister may specify,
has been received by a company in respect of
which letters patent were issued under section
21 from the issue of its shares, the directors of
the company shall without delay call a
meeting of the shareholders of the company.
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476. Paragraph 56(1)(b) of the Act is
replaced by the following:
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477. Subsection 64(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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478. (1) Subsection 82(1) of the Act is
replaced by the following:
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Declaration of
dividend
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82. (1) The directors of a company may
declare and a company may pay a dividend by
issuing fully paid shares of the company or
options or rights to acquire fully paid shares of
the company and, subject to subsections (4)
and (5) , the directors of a company may
declare and a company 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 82 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 company shall not
declare and a company shall not pay a
dividend without the approval of the
Superintendent if the total of all dividends
declared by the company in any financial year
would exceed the aggregate of the company's
net income for that year and of its retained net
income for the preceding two financial years.
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479. Subsection 163(2) of the Act is
replaced by the following.
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Residency
requirement
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(2) At least one half of the directors of a
company that is a subsidiary of a foreign
institution and at least two thirds of the
directors of any other company must be, at the
time of each director's election or
appointment, resident Canadians.
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480. Subsection 167(2) of the Act, as
amended by section 351 of An Act to amend
certain laws relating to financial institutions,
being chapter 15 of the Statutes of Canada,
1997, is repealed.
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481. Subsection 176(1) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (c), by adding the
word ``or'' at the end of paragraph (d) and
by adding the following after paragraph
(d):
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482. The Act is amended by adding the
following after section 187:
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Presence of
unaffiliated
director
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187.1 (1) The directors of a company shall
not transact business at a meeting of directors
unless at least one of the directors who is not
affiliated with the company is present.
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Exception
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(2) Despite subsection (1), the directors of
a company may transact business at a meeting
of directors if a director who is not affiliated
with the company and who is not able to be
present approves, in writing or by telephonic,
electronic or other communications facilities,
the business transacted at the meeting.
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1997, c. 15,
s. 361(1)
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483. Paragraph 199(3)(b) of the Act is
replaced by the following:
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484. The portion of section 216 of the Act
before paragraph (a) is replaced by the
following:
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Reliance on
statement
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216. A director, an officer or an employee
of a company is not liable under subsection
162(1) or (2) or section 212 or 215 or
subsection 494(1) if the director, officer or
employee relies in good faith on
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485. Section 220 of the Act is replaced by
the following:
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Incorporating
instrument
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220. On the application of a company duly
authorized by special resolution, the Minister
may approve a proposal to add, change or
remove any provision that is permitted by this
Act to be set out in the incorporating
instrument of the company.
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486. Subsection 221(1) of the Act is
replaced by the following:
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