PART VICorporate Governance (continued)
Fundamental Changes (continued)
Marginal note:Court enforcement
229.1 (1) If a bank or any director, officer, employee or agent of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.
(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
- 2001, c. 9, s. 86
Marginal note:Effect of letters patent
230 (1) On the day provided for in the letters patent issued under section 229
(a) the amalgamation of the applicants and their continuance as one bank becomes effective;
(b) the property of each applicant continues to be the property of the amalgamated bank;
(c) the amalgamated bank continues to be liable for the obligations of each applicant;
(d) any existing cause of action, claim or liability to prosecution is unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated bank;
(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated bank;
(g) if any director or officer of an applicant continues as a director or officer of the amalgamated bank, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated bank; and
(h) [Repealed, 2001, c. 9, s. 87]
(i) the letters patent of amalgamation are the incorporating instrument of the amalgamated bank.
(2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated bank.
- 1991, c. 46, ss. 230, 576
- 1997, c. 15, s. 27
- 1999, c. 28, s. 14
- 2001, c. 9, s. 87
231 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a bank in respect of which letters patent were issued under subsection 229(1) permission to
(a) engage in a business activity specified in the order that a bank is not otherwise permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;
(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;
(c) [Repealed, 1994, c. 47, s. 16]
(d) hold assets that a bank is not otherwise permitted by this Act to hold if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;
(e) acquire and hold assets that a bank is not otherwise permitted by this Act to acquire or hold if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:Duration of exceptions
(2) The permission granted under any of paragraphs (1)(a) to (f) shall be expressed to be granted for a period specified in the order not exceeding
(a) with respect to any matter described in paragraph (1)(a), 30 days after the date of issue of the letters patent or
(i) if the activity is conducted under an agreement existing on the date of issue of the letters patent, the expiry of the agreement, or
(ii) if the bank is a federal credit union and an undertaking to cease engaging in the activity has been given under subsection 973.02(1), the cessation date set out in the undertaking in respect of the activity;
(b) with respect to any matter described in paragraph (1)(b), ten years; and
(c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.
(3) Subject to subsection (4), the Minister may, by order on the recommendation of the Superintendent, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.
(4) The Minister shall not grant to a bank any permission
(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the bank to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the bank that the bank will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of issue of the letters patent.
- 1991, c. 46, s. 231
- 1994, c. 47, s. 16
- 1997, c. 15, s. 28
- 2007, c. 6, s. 15
- 2014, c. 39, s. 277
Transfer of Business
Marginal note:Sale by bank
232 (1) A bank may sell all or substantially all of its assets to a financial institution incorporated by or under an Act of Parliament or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the bank.
Marginal note:Sale agreement
(2) An agreement of purchase and sale (in subsection (3), section 233, subsections 234(1) and (4) and section 236 referred to as a “sale agreement”) shall set out the terms of, and means of effecting, the sale of assets referred to in subsection (1).
(3) Notwithstanding anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution or authorized foreign bank or any other consideration that is provided for in the sale agreement.
- 1991, c. 46, s. 232
- 1999, c. 28, s. 15
Marginal note:Agreement to Superintendent
233 A sale agreement must be sent to the Superintendent before it is submitted to shareholders or to members and shareholders, as the case may be, of the selling bank under subsection 234(1).
- 1991, c. 46, s. 233
- 2007, c. 6, s. 16
- 2010, c. 12, s. 2004
Marginal note:Shareholder approval
234 (1) The directors of a selling bank must submit a sale agreement for approval to a meeting of shareholders, or, if the bank is a federal credit union, to a meeting of members and shareholders of the bank and, subject to subsection (3), to the holders of each class or series of shares of the bank.
Marginal note:Right to vote
(2) Each share of a selling bank carries the right to vote in respect of a sale referred to in subsection 232(1) whether or not the share otherwise carries the right to vote.
Marginal note:Class vote
(3) The holders of shares of a class or series of shares of a selling bank are entitled to vote separately as a class or series in respect of a sale referred to in subsection 232(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series.
Marginal note:Special resolution
(4) A sale agreement is approved when the shareholders and the holders of each class or series of shares entitled to vote separately as a class or series under subsection (3) of the selling bank have approved the sale by special resolution and, if the selling bank is a federal credit union, the members have also approved the sale by a separate special resolution.
- 1991, c. 46, s. 234
- 2010, c. 12, s. 2005
Marginal note:Abandoning sale
235 If a special resolution approving a sale under subsection 234(4) so states, the directors of a selling bank may, subject to the rights of third parties, abandon the sale without further approval of the shareholders or the members and shareholders, as the case may be.
- 1991, c. 46, s. 235
- 2010, c. 12, s. 2006
Marginal note:Application to Minister
236 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 235, the selling bank shall, within three months after the approval of the sale agreement in accordance with subsection 234(4), apply to the Minister for approval of the sale agreement.
Marginal note:Conditions precedent to application
(2) No application for approval under subsection (1) may be made unless
(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling bank is situated; and
(b) the application is supported by satisfactory evidence that the selling bank has complied with the requirements of sections 232 to 235 and this section.
Marginal note:Approval by Minister
(3) A sale agreement has no force or effect until it has been approved by the Minister.
(4) Where an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.
Head Office and Corporate Records
Marginal note:Head office
237 (1) A bank shall at all times have a head office in the province specified in its incorporating instrument or by-laws.
Marginal note:Change of head office
(2) The directors of a bank may change the address of the head office within the province specified in the incorporating instrument or by-laws.
Marginal note:Notice of change of address
(3) A bank shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.
- 1991, c. 46, s. 237
- 2005, c. 54, s. 49
Marginal note:Bank records
238 (1) A bank shall prepare and maintain records containing
(a) its incorporating instrument and the by-laws of the bank and all amendments thereto;
(b) minutes of meetings and resolutions of shareholders and members;
(c) the information referred to in paragraphs 632(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 632;
(d) particulars of any authorizations, conditions and limitations established by the Superintendent pursuant to section 53 or subsection 54(1) that are from time to time applicable to the bank;
(e) particulars of exceptions granted under section 39, 55 or 231 that are from time to time applicable to the bank; and
(f) particulars from Schedule I or II that are applicable to the bank as they are from time to time amended and published in the Canada Gazette.
Marginal note:Additional records
(2) In addition to the records described in subsection (1), a bank shall prepare and maintain adequate
(a) corporate accounting records;
(b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and
(c) records showing, for each customer of the bank, on a daily basis, particulars of the transactions between the bank and that customer and the balance owing to or by the bank in respect of that customer and, if the bank is a federal credit union, whether the customer is a member of the federal credit union.
Marginal note:Continued banks
(3) For the purposes of paragraph (1)(b) and subsection (2),
(a) in the case of a body corporate continued as a bank under this Act, records includes similar records required by law to be maintained by the body corporate before it was so continued; and
(b) in the case of a body corporate amalgamated and continued as a bank under this Act, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated.
- 1991, c. 46, s. 238
- 1997, c. 15, s. 29(E)
- 1999, c. 28, s. 16
- 2010, c. 12, s. 2007
Marginal note:Place of records
239 (1) The records described in section 238 shall be kept at the head office of the bank or at such other place in Canada as the directors think fit.
Marginal note:Notice of place of records
(2) Where any of the records described in section 238 are not kept at the head office of a bank, the bank shall notify the Superintendent of the place where the records are kept.
(3) Subsection (1) does not apply in respect of records of a branch of the bank outside Canada or in respect of customers of such a branch.
(3.1) Subject to subsection 245(1.1), subsection (1) does not apply to a bank that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity.
(4) The records described in section 238, other than those described in paragraph 238(2)(c), shall at all reasonable times be open to inspection by the directors.
Marginal note:Access to bank records
(5) Shareholders, members and creditors of a bank and their personal representatives may examine the records referred to in subsection 238(1) during the usual business hours of the bank and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the bank is a distributing bank, any other person may on payment of a reasonable fee examine those records during the usual business hours of the bank and take extracts from them or have copies of them made.
Marginal note:Electronic access
(5.1) A bank may make the information contained in records referred to in subsection 238(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
Marginal note:Copies of by-laws
(6) Every shareholder and every member of a bank is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank.
- 1991, c. 46, s. 239
- 2001, c. 9, s. 88
- 2005, c. 54, s. 50
- 2010, c. 12, s. 2008
- 2020, c. 1, s. 160
- Date modified: