Bill C-8
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DIVISION 3 |
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INCORPORATION AND CONTINUANCE |
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Formalities of Incorporation
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Incorporation
of bank
holding
company
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671. On the application of one or more
persons made in accordance with this Part, the
Minister may, subject to this Division, issue
letters patent incorporating a bank holding
company.
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Restrictions
on
incorporation
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672. Letters patent incorporating a bank
holding company may not be issued if the
application therefor is made by or on behalf of
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National
treatment
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673. If a proposed bank holding company
would be a subsidiary of a foreign bank, within
the meaning of any of paragraphs (a) to (f) of
the definition ``foreign bank'' in section 2,
letters patent to incorporate the bank holding
company may not be issued unless the
Minister is satisfied that, if the application is
made by a non-WTO Member foreign bank,
treatment as favourable for bank holding
companies 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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Application
for
incorporation
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674. An application for letters patent to
incorporate a bank holding company setting
out the names of the first directors of the bank
holding company shall be filed with the
Superintendent, together with such other
information, material and evidence as the
Superintendent may require.
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Matters for
consideration
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675. Before issuing letters patent to
incorporate a bank holding company, the
Minister shall take into account all matters
that the Minister considers relevant to the
application, including
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Contents of
letters patent
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676. (1) There shall be set out in the letters
patent incorporating a bank holding company
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Provisions in
letters patent
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(2) The Minister may set out in the letters
patent incorporating a bank holding company
any provision not contrary to this Act that the
Minister considers advisable in order to take
into account the particular circumstances of
the proposed bank holding company.
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Terms and
conditions
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(3) The Minister may impose such terms
and conditions in respect of the issuance of
letters patent incorporating a bank holding
company as the Minister considers necessary
or appropriate.
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Letters patent
of
incorporation
on application
of banks
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677. (1) If, under section 671, the Minister
issues letters patent incorporating a bank
holding company on the application of a bank,
there may, on the request of the bank, and with
the approval of the Minister, be included in the
letters patent of incorporation of the bank
holding company a provision deeming shares
of the bank holding company to be issued, on
a share for share basis, to all shareholders of
the bank in exchange for all the issued and
outstanding shares of the bank.
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Effect of
provision
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(2) Shares of a bank holding company
deemed to be issued under subsection (1) are
subject to the same designation, rights,
privileges and restrictions or conditions and,
subject to any agreement to the contrary, to the
same charges, encumbrances and other
restrictions as the shares of the bank for which
they are exchanged and the shares of the bank,
on the issuance of the letters patent, become
the property of the bank holding company free
and clear of any charge, encumbrance or other
restriction.
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Effect of
provision
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(3) An exchange of shares of a bank referred
to in subsection (1) under a provision included
in the letters patent incorporating a bank
holding company does not deprive a person
who was a holder of shares of the bank
immediately before the exchange of any right
or privilege with respect to the shares or
relieve the person of any liability in respect of
the shares, but that right or privilege must be
exercised in accordance with this Act.
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Transfer and
voting of
shares
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(4) Despite subsection (3), no share of a
bank holding company that is deemed to be
issued under a provision included in the letters
patent incorporating a bank holding company
may subsequently be transferred or voted
contrary to this Act.
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Shareholder
approval
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(5) No provision described in subsection (1)
may be included in letters patent issued under
section 671 unless the application for the
letters patent is accompanied by evidence that
the request for the provision was approved by
a special resolution of the shareholders of the
bank at a shareholders' meeting called to
consider the application.
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Exchange of
share
certificates
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(6) If, under a provision included in the
letters patent incorporating a bank holding
company, a share exchange is deemed to have
taken place, the bank holding company shall,
within ninety days after the issuance of the
letters patent, make provision for the issue of
share certificates representing shares of the
bank holding company and for the exchange
of those certificates for share certificates
representing the shares of the bank that were
outstanding on the effective date of the letters
patent.
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Proposal
involving
fundamental
change
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678. (1) On application, made in
accordance with the regulations, by a bank to
give effect to a proposal to incorporate a bank
holding company as the holding body
corporate of the bank, to continue a body
corporate as a bank holding company of the
bank or to amalgamate two or more bodies
corporate and continue those bodies corporate
as a bank holding company of the bank - and
to make any other fundamental change to or in
respect of the bank, including an exchange of
any or all of the shares of the bank for shares
of the bank holding company-, the Minister
may, to give effect to the proposal,
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Regulations
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(2) The Governor in Council may make
regulations
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Notice of
issue of letters
patent
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679. The Superintendent shall cause to be
published in the Canada Gazette a notice of
the issuance of letters patent incorporating a
bank holding company.
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First directors
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680. The first directors of a bank holding
company are the directors named in the
application for letters patent to incorporate the
bank holding company.
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Effect of
letters patent
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681. A bank holding company comes into
existence on the date provided therefor in its
letters patent.
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Continuance
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Federal
corporations
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682. (1) A body corporate incorporated
under the Canada Business Corporations Act
or any other Act of Parliament, including a
bank, may apply to the Minister for letters
patent continuing the body corporate as a bank
holding company under this Part.
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Other
corporations
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(2) A body corporate incorporated
otherwise than by or under an Act of
Parliament may, if so authorized by the laws
of the jurisdiction where it is incorporated,
apply to the Minister for letters patent
continuing the body corporate as a bank
holding company under this Part.
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Application
for
continuance
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683. (1) Where a body corporate applies for
letters patent under subsection 682(1) or (2),
sections 672 to 675 apply in respect of the
application, with such modifications as the
circumstances require.
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Special
resolution
approval
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(2) Where a body corporate applies for
letters patent under subsection 682(1) or (2),
the application must be duly authorized by a
special resolution.
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Copy of
special
resolution
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(3) A copy of the special resolution referred
to in subsection (2) shall be filed with the
application.
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Power to issue
letters patent
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684. (1) On the application of a body
corporate under subsection 682(1) or (2), the
Minister may, subject to this Division, issue
letters patent continuing the body corporate as
a bank holding company under this Part.
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Issue of letters
patent
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(2) Where letters patent are issued to a body
corporate under subsection (1), section 676
applies in respect of the issue of letters patent,
with such modifications as the circumstances
require.
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Effect of
letters patent
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685. On the day set out in the letters patent
continuing a body corporate as a bank holding
company under subsection 684(1),
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Copy of
letters patent
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686. (1) Where a body corporate is
continued as a bank holding company under
this Part, the Superintendent shall without
delay send a copy of the letters patent to the
appropriate official or public body in the
jurisdiction in which the body corporate was
authorized to apply to be continued under this
Part.
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Notice of
issuance of
letters patent
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(2) The Superintendent shall cause to be
published in the Canada Gazette a notice of
the issuance of letters patent continuing a
body corporate as a bank holding company
under this Part.
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Effects of
continuance
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687. Where a body corporate is continued
as a bank holding company under this Part,
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Transitional
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688. (1) Notwithstanding any other
provision of this Act or the regulations, the
Minister may, on the recommendation of the
Superintendent, by order, grant to a bank
holding company in respect of which letters
patent were issued under subsection 684(1)
permission to
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Duration
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(2) The permission granted under
subsection (1) shall be expressed to be granted
for a period specified in the order not
exceeding
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Renewal
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(3) Subject to subsection (4), the Minister
may, on the recommendation of the
Superintendent, by order, renew a permission
granted by order under subsection (1) with
respect to any matter described in paragraphs
(1)(b) to (d) for such further period or periods
as the Minister considers necessary.
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Limitation
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(4) The Minister shall not grant to a bank
holding company any permission
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Discontinuance
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Transferring
to other Acts
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689. (1) A bank holding company may, with
the approval in writing of the Minister, apply
to be continued as a body corporate under any
other Act of Parliament or any Act of the
legislature of a province.
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Conditions for
approval
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(2) No approval referred to in subsection (1)
may be given to a bank holding company
unless the Minister is satisfied that the
application of the bank holding company has
been authorized by a special resolution.
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Meaning of
``bank
holding
company
without a
bank
subsidiary''
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690. (1) For the purpose of this section,
``bank holding company without a bank
subsidiary'' means a bank holding company
that does not, at any time within one year after
it came into existence, have a subsidiary that
is a bank or that does not, for a period of one
year, have a subsidiary that is a bank.
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Obligation to
apply
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(2) A bank holding company without a bank
subsidiary must, within 30 days after
becoming a bank holding company without a
bank subsidiary, apply to be continued under
subsection 689(1).
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