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Bank Act (S.C. 1991, c. 46)

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Act current to 2021-03-23 and last amended on 2021-03-06. Previous Versions

PART VCapital Structure (continued)

Share Capital (continued)

Marginal note:Stated capital of continued bank

  •  (1) If a body corporate is continued as a bank under this Act, the bank must record in the stated capital account maintained for each class and series of shares, or for other ownership interests, however designated, then outstanding an amount that is equal to the aggregate of

    • (a) the aggregate amount paid up on the shares of each class and series of shares, or on the other ownership interests, immediately before the body corporate was so continued, and

    • (b) the amount of the contributed surplus of the bank that is attributable to those shares or other ownership interests.

  • Marginal note:Contributed surplus entry

    (2) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (1)(b) shall be deducted from the contributed surplus account of the bank.

  • Marginal note:Shares issued before continuance

    (3) Any amount unpaid in respect of a share or other ownership interest, however designated, in the body corporate, that was issued by a body corporate before it was continued as a bank under this Act and paid after it was so continued must be recorded in the stated capital account maintained by the bank for the shares of that class or series or for membership shares.

  • 1991, c. 46, s. 67
  • 2010, c. 12, s. 1935

Marginal note:Pre-emptive right

  •  (1) Where the by-laws of a bank so provide, no shares of any class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others.

  • Marginal note:Exception

    (2) Notwithstanding the existence of a pre-emptive right, a shareholder of a bank has no pre-emptive right in respect of shares of a class to be issued

    • (a) for a consideration other than money;

    • (b) as a share dividend; or

    • (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the bank.

  • Marginal note:Idem

    (3) Notwithstanding the existence of a pre-emptive right, a shareholder of a bank has no pre-emptive right in respect of shares to be issued

    • (a) where the issue of shares to the shareholder is prohibited by this Act; or

    • (b) where, to the knowledge of the directors of the bank, the offer of shares to a shareholder whose recorded address is in a country other than Canada ought not to be made unless the appropriate authority in that country is provided with information in addition to that submitted to the shareholders at the last annual meeting.

Marginal note:Conversion privileges

  •  (1) A bank may issue conversion privileges, options or rights to acquire securities of the bank, and shall set out the conditions thereof

    • (a) in the documents that evidence the conversion privileges, options or rights; or

    • (b) in the securities to which the conversion privileges, options or rights are attached.

  • Marginal note:Transferable rights

    (2) Conversion privileges, options and rights to acquire securities of a bank may be made transferable or non-transferable, and options and rights to acquire such securities may be made separable or inseparable from any securities to which they are attached.

  • Marginal note:Reserved shares

    (3) Where a bank has granted privileges to convert any securities issued by the bank into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the by-laws limit the number of authorized shares, the bank shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.

Marginal note:Holding of own shares

 Except as provided in sections 71 to 74, or unless permitted by the regulations, a bank shall not

  • (a) hold shares of the bank or of any body corporate that controls the bank;

  • (b) hold any ownership interests of any unincorporated entity that controls the bank;

  • (c) permit any of its subsidiaries to hold any shares of the bank or of any body corporate that controls the bank;

  • (c.1) if the bank is a federal credit union, permit any of its subsidiaries to hold any membership shares of the federal credit union, other than the minimum number of membership shares required by the by-laws of the federal credit union to qualify for membership in it, if any; or

  • (d) permit any of its subsidiaries to hold any ownership interests of any unincorporated entity that controls the bank.

  • 1991, c. 46, s. 70
  • 2010, c. 12, s. 1936

Marginal note:Purchase and redemption of shares and membership shares

  •  (1) Subject to subsection (2) and to its by-laws, a bank may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares or membership shares issued by it, or redeem any redeemable shares or membership shares issued by it at prices not exceeding the redemption price for the shares or membership shares calculated according to a formula stated in its by-laws or the conditions attaching to the shares or membership shares.

  • Marginal note:Restrictions on purchase and redemption

    (2) A bank must not make any payment to purchase or redeem any shares or membership shares issued by it if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3).

  • Marginal note:Donated shares and membership shares

    (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share or membership share except in accordance with section 75.

  • 1991, c. 46, s. 71
  • 2010, c. 12, s. 1937

Marginal note:Holding as personal representative

  •  (1) A bank may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the bank — or, if the bank is a federal credit union, membership shares of the federal credit union — or of any body corporate that controls the bank or ownership interests in any unincorporated entity that controls the bank, but only if the bank or the subsidiary does not have a beneficial interest in the shares, membership shares or ownership interests.

  • Marginal note:Security interest

    (2) A bank may, and may permit its subsidiaries to, by way of a security interest

    • (a) hold shares of the bank or of any body corporate that controls the bank, or

    • (b) hold any ownership interests of any entity that controls the bank,

    where the security interest is nominal or immaterial when measured by criteria established by the bank that have been approved in writing by the Superintendent.

  • Marginal note:Saving

    (3) Nothing in subsection (2) precludes a bank that was in existence immediately prior to the day this Part comes into force, or any of its subsidiaries, from holding any security interest held immediately prior to the coming into force of this Part.

  • 1991, c. 46, s. 72
  • 2005, c. 54, s. 10(F)
  • 2010, c. 12, s. 1938

Marginal note:Exception — conditions before acquisition

  •  (1) A bank may permit any of its subsidiaries to acquire shares of the bank through the issuance of those shares by the bank 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 permits any of its subsidiaries to acquire shares of the bank 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 16 and subsection 66(2), the bank must comply with the prescribed requirements.

  • 2007, c. 6, s. 9

Marginal note:Cancellation of shares and membership shares

  •  (1) Subject to subsection (2), if a bank purchases shares of the bank or fractions of shares, or membership shares of the bank, or redeems or otherwise acquires shares or membership shares of the bank, the bank must cancel those shares or membership shares.

  • Marginal note:Requirement to sell

    (2) Where a bank or any of its subsidiaries, through the realization of security, acquires any shares of the bank or of any body corporate that controls the bank or any ownership interests in an unincorporated entity that controls the bank, the bank shall, or shall cause its subsidiaries to, as the case may be, within six months after the day of the realization, sell or otherwise dispose of the shares or ownership interests.

  • 1991, c. 46, s. 73
  • 2010, c. 12, s. 1939
 
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