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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-05-04 and last amended on 2020-04-30. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 3Incorporation and Continuance (continued)

Discontinuance

Marginal note:Transferring to other Acts

  •  (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:Conditions for approval

    (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.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 108

Meaning of bank holding company without a bank subsidiary

  •  (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.

  • Marginal note:Obligation to apply

    (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).

  • Marginal note: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.

  • 2001, c. 9, s. 183

Marginal note:Act ceases to apply

 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.

  • 2001, c. 9, s. 183

Marginal note:Withdrawing application

 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.

  • 2001, c. 9, s. 183

Corporate Name

Marginal note:Prohibited names

 A bank holding company may not be incorporated under this Part with a name

  • (a) that is prohibited by an Act of Parliament;

  • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

  • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

    • (i) trademark or trade name, or

    • (ii) corporate name of a body corporate,

    except where the trademark 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 trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

  • (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

  • (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.

  • 2001, c. 9, s. 183
  • 2014, c. 20, s. 366(E)

Marginal note:Affiliated bank holding company

 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,

  • (a) be incorporated with, or change its name to, substantially the same name as that of the affiliated entity; or

  • (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.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 109

Marginal note:Restriction

 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.

  • 2001, c. 9, s. 183

Marginal note:French or English form of name

  •  (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.

  • Marginal note: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”.

  • Marginal note: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.

  • Marginal note: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.

  • Marginal note: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).

  • Marginal note: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.

  • 2001, c. 9, s. 183

Marginal note:Reserved name

 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.

  • 2001, c. 9, s. 183

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise a bank holding company

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    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.

  • Marginal note: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.

  • 2001, c. 9, s. 183

Publication of Information

Marginal note:Publication of information

 The Superintendent shall, within sixty days after the end of each year, cause a notice to be published in the Canada Gazette, showing

  • (a) the name of every bank holding company; and

  • (b) the province in which the head office of the bank holding company is situated.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 85

DIVISION 4Organization and Commencement

Marginal note:First directors’ meeting

  •  (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,

    • (a) make by-laws;

    • (b) adopt forms of share certificates and corporate records;

    • (c) authorize the issue of shares of the bank holding company;

    • (d) appoint officers;

    • (e) appoint an auditor to hold office until the first meeting of shareholders;

    • (f) make banking arrangements; and

    • (g) deal with any other matters necessary to organize the bank holding company.

  • Marginal note: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.

  • 2001, c. 9, s. 183
 
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