An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)
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Assented to 2007-03-29
PART 11991, c. 46AMENDMENTS TO THE BANK ACT
Marginal note:1999, c. 28, s. 35(1)
95. Section 598 of the Act is replaced by the following:
Marginal note:Application of sections 244 to 247
598. Sections 244 to 247 apply, with any modifications that the circumstances require, to an authorized foreign bank as if
(a) the reference in subsection 245(1) to “records referred to in section 238” were a reference to “records referred to in subsection 597(1)”; and
(b) the reference in paragraph 246(1)(a) to “records of the bank referred to in subsection 238(1)” were a reference to “records of the authorized foreign bank referred to in subsection 597(1)”.
Marginal note:1999, c. 28, s. 35(1)
96. Subsection 599(5) of the Act is replaced by the following:
Marginal note:Order deemed to be revoked
(5) An order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of an authorized foreign bank is deemed to be revoked when the Superintendent authorizes the release of the assets of the authorized foreign bank under subsection (3).
Marginal note:1999, c. 28, s. 35(1)
97. Subsection 601(2) of the Act is repealed.
Marginal note:1999, c. 28, s. 35(1)
98. Sections 602 to 604 of the Act are repealed.
Marginal note:2001, c. 9, s. 164
99. Subsection 606(1) of the Act is replaced by the following:
Marginal note:Confidential information
606. (1) Subject to section 609, all information regarding the business or affairs of an authorized foreign bank, or regarding a person dealing with an authorized foreign bank, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:1999, c. 28, s. 35(1)
100. Section 608 of the Act is repealed.
Marginal note:2001, c. 9, s. 170(2)
101. Paragraph 619(2)(g) of the Act is replaced by the following:
(g) in the opinion of the Superintendent, any other state of affairs exists in respect of the authorized foreign bank that may be materially prejudicial to the interests of the authorized foreign bank’s depositors or creditors in respect of its business in Canada or to those of the owners of any assets under the authorized foreign bank’s administration in respect of its business in Canada, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the authorized foreign bank or its holding body corporate.
Marginal note:1999, c. 28, ss. 36 and 37
102. Sections 629 to 631 of the Act are repealed.
Marginal note:2001, c. 9, s. 174
103. Subsection 636(1) of the Act is replaced by the following:
Marginal note:Confidential information
636. (1) Subject to section 639, all information regarding the business or affairs of a bank or a foreign bank, or regarding a person dealing with a bank or a foreign bank, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:1999, c. 28, s. 43
104. Section 638 of the Act is repealed.
Marginal note:2001, c. 9, s. 183; 2006, c. 4, s. 199.1
105. Section 670 of the Act is replaced by the following:
Marginal note:Sunset provision
670. (1) Subject to subsections (2) and (3), bank holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.
Marginal note:Extension
(2) The Governor in Council may, by order, extend by up to six months the time during which bank holding companies may continue to carry on business. No more than one order may be made under this subsection.
Marginal note:Exception
(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.
Marginal note:2001, c. 9, s. 183
106. Paragraph 678(2)(a) of the Act is replaced by the following:
(a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the requesting of additional information in respect of such applications;
Marginal note:2001, c. 9, s. 183
107. Paragraph 688(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 183
108. Subsection 689(1) of the Act is replaced by the following:
Marginal note:Transferring to other Acts
689. (1) A bank holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister.
Marginal note:2001, c. 9, s. 183
109. The portion of section 694 of the Act before paragraph (a) is replaced by the following:
Marginal note: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,
Marginal note:2005, c. 54, s. 86(2)
110. Subsection 706(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
111. The Act is amended by adding the following after section 716:
Marginal note:Exception — conditions before acquisition
716.1 (1) A bank holding company may permit any of its subsidiaries to acquire shares of the bank holding company through the issuance of those shares by the bank holding company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a bank holding company permits any of its subsidiaries to acquire shares of the bank holding company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 665 and subsection 710(2), the bank holding company must comply with the prescribed requirements.
112. Section 718 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 308(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 183
113. Subsection 722(2) of the Act is replaced by the following:
Marginal note:Notice to Superintendent
(2) The directors of a bank holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 183
114. Subsection 749(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a bank holding company that is a subsidiary of a foreign bank and a majority of the directors of any other bank holding company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 183
115. Section 805 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
805. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 806(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:2001, c. 9, s. 183
116. Paragraph 812(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 183; 2005, c. 54, s. 122
117. Section 822 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
822. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Bank holding company to comply
(2) A bank holding company shall without delay comply with any direction issued under subsection (1).
Marginal note:2001, c. 9, s. 183
118. (1) The portion of subsection 875(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
875. (1) Sous réserve de l’article 876, il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société de portefeuille bancaire ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 183
(2) Subsection 875(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a bank holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
119. Section 883 of the Act is replaced by the following:
Marginal note:Restriction on control
883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than eight billion dollars.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
120. Subsection 908(1) of the French version of the Act is replaced by the following:
Marginal note:Accusé de réception
908. (1) Lorsque, à son avis, la demande faite dans le cadre de la présente section est complète, le surintendant la transmet sans délai au ministre et adresse au demandeur un accusé de réception précisant la date où elle a été reçue.
121. Section 928 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a bank holding company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If a bank holding company decides to exercise its right under subsection (5), the bank holding company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 183
122. (1) Paragraph 930(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 183
(2) Paragraph 930(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 464(1); and
(3) Section 930 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Despite paragraph (3)(a), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 183
(4) Paragraph 930(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or
Marginal note:2001, c. 9, s. 183
(5) Paragraph 930(7)(a) of the Act is replaced by the following:
(a) the bank holding company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the bank holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
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