Bank Act (S.C. 1991, c. 46)

Remedial Actions

Marginal note:Sections 334 to 338 apply

865 Sections 334 to 338 apply in respect of bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”; and

• (b) references to “this Act” in those sections are to be read as references to “this Part”.

Liquidation and Dissolution

Definition of court”

866 For the purposes of subsections 346(1) and 347(1) and (2), sections 348 to 352, subsection 353(1), sections 355 and 357 to 359, subsections 363(3) and (4) and section 368, court means a court having jurisdiction in the place where the bank holding company has its head office.

Marginal note:Non-application of certain provisions

• 867 (1) Subsection (2) and sections 342 to 365, 368 and 868 do not apply to a bank holding company that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.

• Marginal note:Staying proceedings on insolvency

  (2) Any proceedings taken under this Division to dissolve or to liquidate and dissolve a bank holding company shall be stayed if the bank holding company is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be an insolvent person as defined in subsection 2(1) of that Act.

• Marginal note:Winding-up and Restructuring Act does not apply

  (3) The Winding-up and Restructuring Act does not apply to a bank holding company.

Marginal note:Returns to Superintendent

868 A liquidator appointed under this Division to wind up the business of a bank holding company shall provide the Superintendent with such information relating to the business and affairs of the bank holding company in such form as the Superintendent requires.

Simple Liquidation

Marginal note:Sections 342 to 346 apply

869 Sections 342 to 346 apply in respect of bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”; and

• (b) the reference to “sections 143 and 144” in subsection 343(1) is to be read as a reference to “sections 732 and 733”.

Court-supervised Liquidation

Marginal note:Sections 347 to 360 apply

870 Sections 347 to 360 apply in respect of bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”;

• (b) the reference to “subsection 308(1)” in subsection 353(1) is to be read as a reference to “subsection 840(1)”; and

• (c) paragraph 354(a) is to be read without reference to “or auditors”.

General

Marginal note:Sections 361 to 365 and 368 apply

871 Sections 361 to 365 and 368 apply in respect of bank holding companies, subject to the following:

• (a) references to “bank” in those sections are to be read as references to “bank holding company”;

• (b) references to “this Part” in those sections are to be read as references to “this Division”;

• (c) the reference to “section 632” in subsection 362(2) is to be read as a reference to “section 951”;

• (d) the reference to “section 366” in section 364 is to be read as a reference to “section 872”; and

• (e) the reference to “sections 366 and 367” in section 365 is to be read as a reference to “section 872”.

Marginal note:Unknown claimants

• 872 (1) On the dissolution of a bank holding company under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General.

• Marginal note:Constructive satisfaction

  (2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder.

• Marginal note:Recovery

  (3) If at any time a person establishes that he or she is entitled to any moneys paid to the Receiver General under this Act, the Receiver General shall pay an equivalent amount to him or her out of the Consolidated Revenue Fund.

DIVISION 7Ownership

Constraints on Ownership

Marginal note:Sections 370 to 371.1 apply

873 Sections 370 to 371.1 apply in respect of bank holding companies, except that references to “bank” in sections 371 and 371.1 are to be read as references to “bank holding company”.

Marginal note:Significant interest

874 Except as permitted by this Division, no person shall have a significant interest in any class of shares of a bank holding company.

Marginal note:Acquisition of significant interest

• 875 (1) Subject to section 876, no person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share of a bank holding company or purchase or otherwise acquire control of any entity that holds any share of a bank holding company if

  • (a) the acquisition would cause the person to have a significant interest in any class of shares of the bank holding company; or

  • (b) if the person has a significant interest in a class of shares of the bank holding company, the acquisition would increase the significant interest of the person in that class of shares.

• 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:Limitations on share holdings

• 876 (1) No person may be a major shareholder of a bank holding company with equity of twelve billion dollars or more.

• Marginal note:Exception — widely held bank

  (2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank holding company since that day.

• Marginal note:Exception — widely held bank holding company

  (3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the widely held bank holding company controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and the widely held bank holding company has controlled, within the meaning of those paragraphs, the bank holding company since that day.

• Marginal note:Exception — insurance holding companies and certain institutions

  (4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank holding company since that day:

  • (a) a widely held insurance holding company;

  • (b) an eligible Canadian financial institution, other than a bank; or

  • (c) an eligible foreign institution.

• Marginal note:Exception — other entities

  (5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank holding company.

• Marginal note:Exception — other entities

  (6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

  • (a) a widely held insurance holding company to which subsection (4) applies that controls the bank holding company;

  • (b) an eligible Canadian financial institution, other than a bank, to which subsection (4) applies that controls the bank holding company; or

  • (c) an eligible foreign institution to which subsection (4) applies that controls the bank holding company.

Marginal note:Exception

• 877 (1) Despite section 876, if a bank holding company with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank holding company on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank holding company on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

• Marginal note:Exception — widely held banks and bank holding companies

  (2) Subsection (1) does not apply to a widely held bank or a widely held bank holding company that controlled, within the meaning of paragraphs 3(1)(a) and (d), one of the applicants for the letters patent of amalgamation and that has controlled, within the meaning of those paragraphs, the amalgamated bank holding company since the effective date of those letters patent.

• Marginal note:Exception — insurance holding companies and certain institutions

  (3) Subsection (1) does not apply to any of the following that controlled, within the meaning of paragraph 3(1)(d), one of the applicants for the letters patent of amalgamation if it has controlled, within the meaning of that paragraph, the amalgamated bank holding company since the effective date of those letters patent:

  • (a) a widely held insurance holding company;

  • (b) an eligible Canadian financial institution, other than a bank; or

  • (c) an eligible foreign institution.

• Marginal note:Exception — other entities

  (4) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the amalgamated bank holding company if the entity is controlled, within the meaning of those paragraphs, by a widely held bank or widely held bank holding company to which subsection (2) applies that controls the amalgamated bank holding company.

• Marginal note:Exception — other entities

  (5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the amalgamated bank holding company if the entity is controlled, within the meaning of that paragraph, by any of the following:

  • (a) a widely held insurance holding company to which subsection (3) applies that controls the amalgamated bank holding company;

  • (b) an eligible Canadian financial institution to which subsection (3) applies, other than a bank, that controls the amalgamated bank holding company; or

  • (c) an eligible foreign institution to which subsection (3) applies that controls the amalgamated bank holding company.

• Marginal note:Extension

  (6) If general market conditions so warrant and the Minister is satisfied that the person has used the person’s best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which the person must comply with that subsection.

Marginal note:Limitation on share holdings

• 878 (1) If a person is a major shareholder of a bank holding company with equity of less than twelve billion dollars and the bank holding company’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank holding company on the day that is three years after the day the bank holding company’s equity reached twelve billion dollars.

• Marginal note:Exception

  (2) Subsection (1) does not apply if any of subsections 876(2) to (6) applies to the person in respect of the bank holding company.

• Marginal note:Extension

  (3) If general market conditions so warrant and the Minister is satisfied that the person has used the person’s best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which the person must comply with that subsection.

Marginal note:Obligation of widely held bank holding company

• 879 (1) If a widely held bank holding company with equity of twelve billion dollars or more controls a bank and a person becomes a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the bank or entity that controls it,

  • (a) the widely held bank holding company no longer controls the bank; or

  • (b) the bank or the entity that controls the bank does not have any major shareholder other than the widely held bank holding company or any entity that it controls.

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of a bank with equity of less than two hundred and fifty million dollars, or any other prescribed amount.

• Marginal note:Extension

  (3) If general market conditions so warrant and the Minister is satisfied that the widely held bank holding company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

Marginal note:Obligation of widely held bank holding company

• 879.1 (1) Despite subsection 879(1), if a widely held bank holding company with equity of twelve billion dollars or more controls a bank in respect of which that subsection does not apply by reason of subsection 879(2) and the equity of the bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the bank reaches two hundred and fifty million dollars or more or the prescribed amount, as the case may be, a person is a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is three years after that day,

  • (a) the widely held bank holding company no longer controls the bank; or

  • (b) the bank or the entity that controls the bank does not have any major shareholder other than the widely held bank holding company or any entity that the widely held bank holding company controls.

• Marginal note:Extension

  (2) If general market conditions so warrant and the Minister is satisfied that the widely held bank holding company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.