GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 15
Corporate powers 15 (1) A bank has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. Powers restricted (2) A bank shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act. Business in Canada (3) A bank may carry on business throughout Canada. Powers outside Canada (4) Subject to this Act, a bank has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.
Bank Act — B-1.01 15.1
Policies and procedures — integrity or security 15.1 A bank shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference. 2023, c. 26, s. 539
Bank Act — B-1.01 16
No invalidity 16 No act of a bank or authorized foreign bank, including any transfer of property to or by a bank or authorized foreign bank, is invalid by reason only that the act or transfer is contrary to (a) in the case of a bank, the bank’s incorporating instrument or this Act; or (b) in the case of an authorized foreign bank, this Act. 1991, c. 46, s. 16; 1999, c. 28, s. 6
Bank Act — B-1.01 17
By-law not necessary 17 It is not necessary for a bank to pass a by-law in order to confer any particular power on the bank or its directors.
Bank Act — B-1.01 18
No personal liability 18 (1) The shareholders of a bank are not, as shareholders, liable for any liability, act or default of the bank except as otherwise provided by this Act. No personal liability — federal credit unions (2) The members of a federal credit union are not, as members, liable for any liability, act or default of the federal credit union except as otherwise provided by this Act. 1991, c. 46, s. 18; 2010, c. 12, s. 1903
Bank Act — B-1.01 19
No constructive notice 19 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a bank or authorized foreign bank by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at a branch of the bank or authorized foreign bank. 1991, c. 46, s. 19; 1993, c. 34, s. 6(F); 1999, c. 28, s. 7
Bank Act — B-1.01 20
Authority of directors and officers 20 (1) No bank and no guarantor of an obligation of a bank may assert against a person dealing with the bank or against a person who has acquired rights from the bank that (a) the bank’s incorporating instrument or any by-laws of the bank have not been complied with; (b) the persons named as directors of the bank in the most recent return sent to the Superintendent under section 632 are not the directors of the bank; (c) the place named in the incorporating instrument or by-laws of the bank is not the place where the head office of the bank is situated; (d) a person held out by the bank as a director, officer or representative of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the bank with actual or usual authority to issue the document is not valid or not genuine. Exception — knowledge (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the bank. 1991, c. 46, s. 20; 1999, c. 28, s. 8; 2005, c. 54, s. 6
Bank Act — B-1.01 21
Sunset provision 21 (1) Subject to subsections (2) and (4), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after June 30, 2033. Extension (2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection. Order not a regulation (3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in Part II of the Canada Gazette . Exception — dissolution (4) If Parliament dissolves on the day set out in subsection (1) or on any day within the six-month period before that day or on any day within an extension ordered under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, until the end of the 180th day after the first day of the first session of the next Parliament. 1991, c. 46, s. 21; 1997, c. 15, s. 2; 1999, c. 28, s. 9; 2001, c. 9, s. 44; 2006, c. 4, s. 199; 2007, c. 6, s. 4; 2012, c. 5, s. 3; 2016, c. 7, s. 118; 2018, c. 12, s. 355 2021, c. 23, s. 154 2024, c. 17, s. 404 2026, c. 3, s. 248
Bank Act — B-1.01 22
Incorporation of bank 22 (1) On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a bank, other than a federal credit union. Incorporation of federal credit union (2) On the application of five or more persons, a majority of whom are natural persons, made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a federal credit union. 1991, c. 46, s. 22; 2010, c. 12, s. 1904
Bank Act — B-1.01 23
Restrictions on incorporation 23 Letters patent incorporating a bank may not be issued if the application therefor is made by or on behalf of (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights; (b) the government of a foreign country or any political subdivision thereof; (c) an agency of the government of a foreign country or any political subdivision thereof; or (d) an entity that is controlled by the government of a foreign country or any political subdivision thereof, other than an entity that is a foreign bank, a foreign institution or a subsidiary of a foreign bank or foreign institution. 1991, c. 46, s. 23; 2001, c. 9, s. 45
Bank Act — B-1.01 24
Subsidiary of foreign bank 24 If a proposed bank would be a subsidiary of a foreign bank, within the meaning of paragraphs (a) to (f) of the definition foreign bank in section 2, and the application for letters patent to incorporate the bank is made by a non-WTO Member foreign bank, letters patent to incorporate the bank may not be issued unless the Minister is satisfied that treatment as favourable for banks to which this Act applies exists or will be provided in the jurisdiction in which the foreign bank principally carries on business, either directly or through a subsidiary. 1991, c. 46, s. 24; 1999, c. 28, s. 10; 2001, c. 9, s. 46
Bank Act — B-1.01 25
Application for incorporation 25 (1) An application for letters patent to incorporate a bank setting out the names of the first directors of the bank shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require. Publishing notice of intent (2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the bank is to be situated.
Bank Act — B-1.01 26
Objections to incorporation 26 (1) Any person who objects to the proposed incorporation of a bank may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed bank, submit the objection in writing to the Superintendent. Minister to be informed (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection. Inquiry into objection and report (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister. Report to be made available (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public. Rules governing proceedings (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.
Bank Act — B-1.01 27
Matters for consideration 27 Before issuing letters patent to incorporate a bank, the Minister shall take into account all matters that the Minister considers relevant to the application, including (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the bank; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the bank; (c) the business record and experience of the applicant or applicants; (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity; (e) whether the bank will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution; (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the bank on the conduct of those businesses and operations; (g) the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the applicant or applicants and their affiliates may affect the supervision and regulation of the bank, having regard to (i) the nature and extent of the proposed financial services activities to be carried out by the bank and its affiliates, and (ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the bank; (h) if the bank will be a federal credit union, that it will be organized and carry on business on a cooperative basis in accordance with section 12.1; and (i) the best interests of the financial system in Canada including, if the bank will be a federal credit union, the best interests of the cooperative financial system in Canada. 1991, c. 46, s. 27; 2001, c. 9, s. 47; 2010, c. 12, s. 1905
Bank Act — B-1.01 28
Contents of letters patent 28 (1) There shall be set out in the letters patent incorporating a bank (a) the name of the bank; (a.1) in the case of a bank that is to be a federal credit union, a statement that it is a federal credit union; (b) the province in which the head office of the bank is to be situated; and (c) the date that the bank came, or is to come, into existence. Provisions in letters patent (2) The Minister may set out in the letters patent incorporating a bank any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed bank. Terms and conditions (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a bank as the Minister considers necessary or appropriate. 1991, c. 46, s. 28; 2005, c. 54, s. 7; 2010, c. 12, s. 1906
Bank Act — B-1.01 29
ass of shares of the bank deemed to be issued pursuant to subsection (1) in exchange for the shares of the company for a period of two years from the date of issuance of the letters patent. Extension of period (8) On application of a bank authorized by subsection (7) to hold, directly or through a subsidiary, shares of another bank, the Minister may, by order, extend the period referred to in subsection (7), but the aggregate of such extensions from time to time granted to a bank and of the period referred to in subsection (7) may not, in any case, exceed ten years. (9) [Repealed, 2001, c. 9, s. 48] 1991, c. 46, ss. 29, 573, c. 47, s. 756; 2001, c. 9, s. 48
Bank Act — B-1.01 30
Notice of issue of letters patent 30 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a bank.
Bank Act — B-1.01 31
First directors 31 The first directors of a bank are the directors named in the application for letters patent to incorporate the bank.
Bank Act — B-1.01 31.1
First members of federal credit union 31.1 The incorporators of a federal credit union are deemed to be its first members. 2010, c. 12, s. 1907
Bank Act — B-1.01 32
Effect of letters patent 32 A bank comes into existence on the date provided therefor in its letters patent.
Bank Act — B-1.01 33
Federal corporations 33 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including a bank holding company, may apply to the Minister for letters patent continuing the body corporate as a bank under this Act. Other corporations (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a bank under this Act. Continuance for purpose of amalgamation (3) A local cooperative credit society may, if so authorized by the laws of the jurisdiction in which it is incorporated, apply to the Minister for letters patent continuing it as a federal credit union if it proposes to be continued under this Act for the purpose of immediately amalgamating with another federal credit union in accordance with this Act. Continuance for purpose of amalgamation (4) Two or more local cooperative credit societies may, if so authorized by the laws of the jurisdiction in which they are incorporated, apply to the Minister for letters patent continuing each of them as a federal credit union if they propose to be continued under this Act for the purpose of immediately amalgamating with each other in accordance with this Act. Application for amalgamation required (5) An application referred to in subsection (3) or (4) must be made at the same time as an application referred to in subsection 223(1.2) or (1.3) in respect of the amalgamation. 1991, c. 46, s. 33; 1994, c. 24, s. 34(F); 2001, c. 9, s. 49; 2010, c. 12, s. 1908; 2014, c. 39, s. 270
Bank Act — B-1.01 34
Application for continuance 34 (1) If a body corporate applies for letters patent under section 33, sections 23 to 27 apply in respect of the application, with any modifications that the circumstances require. Joint notice of continuance and amalgamation (1.1) In the case of an application made under subsection 33(3) or (4), the applicants referred to in subsection 223(1.2) or (1.3) may, in accordance with subsection 25(2) and paragraph 228(2)(a), jointly publish the notices referred to in those provisions in the form of a single notice. Special resolution approval (2) If a body corporate applies for letters patent under section 33, the application must be duly authorized by a special resolution. Copy of special resolution (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application. Continuance and amalgamation — special resolutions (4) In the case of an application made under subsection 33(3) or (4), the vote on the special resolution must be held at the same time as the vote on the special resolutions referred to in subsection 226(4). 1991, c. 46, s. 34; 2010, c. 12, s. 1909; 2014, c. 39, s. 271
Bank Act — B-1.01 35
Power to issue letters patent 35 (1) On the application of a body corporate under section 33, the Minister may, subject to this Part, issue letters patent continuing the body corporate as a bank under this Act. Issue of letters patent (2) Where letters patent are issued to a body corporate under subsection (1), section 28 applies in respect of the issue of letters patent, with such modifications as the circumstances require. 1991, c. 46, s. 35; 2010, c. 12, s. 1910(E)
Bank Act — B-1.01 35.1
Power to issue letters patent 35.1 (1) On the application of a local cooperative credit society under subsection 33(2), the Minister may, subject to this Part, issue letters patent continuing the local cooperative credit society as a federal credit union only if the Minister is of the opinion that the local cooperative credit society has complied with the regulations respecting notice and disclosure requirements. Power to issue letters patent (2) On the application of a local cooperative credit society under subsection 33(3) or (4), the Minister may, subject to this Part, issue letters patent continuing the local cooperative credit society as a federal credit union only if (a) the Minister is of the opinion that the local cooperative credit society has complied with the regulations respecting notice and disclosure requirements; (b) the Minister is of the opinion that the federal credit union that results from the amalgamation will satisfy the requirements for incorporation as a federal credit union; and (c) the Minister will, immediately after issuing letters patent for the continuance, issue letters patent for the amalgamation under subsection 229(1). Regulations (3) The Governor in Council may make regulations respecting notice and disclosure requirements for the purpose of subsections (1) and (2). Exemption (4) For the purpose of facilitating the continuance as a federal credit union of a local cooperative credit society, the Minister may, on application and by order, subject to any terms and conditions that he or she considers appropriate, exempt the local cooperative credit society from any requirement of this Part or of the regulations made under this Part, if he or she is of the opinion that it has acted in a manner that substantially complies with the requirement. 2010, c. 12, s. 1911; 2014, c. 39, s. 272; 2016, c. 7, s. 123
Bank Act — B-1.01 36
Effect of letters patent 36 On the day set out in the letters patent continuing a body corporate as a bank, (a) the body corporate becomes a bank as if it had been incorporated under this Act; and (b) the letters patent are deemed to be the incorporating instrument of the continued bank. 1991, c. 46, s. 36; 2010, c. 12, s. 1912(E)
Bank Act — B-1.01 37
Copy of letters patent 37 (1) Where a body corporate is continued as a bank under this Part, the Superintendent shall forthwith send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act. Notice of issuance of letters patent (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a bank under this Act. Notice of continuance and amalgamation (3) In the case of a continuance that results from an application made under subsection 33(3) or (4), the Superintendent may publish, in the form of a single notice, the notice referred to subsection (2), the notice required under subsection 229(3) in respect of the amalgamation and any notice required under subsection (2) in respect of other applicants for the amalgamation. 1991, c. 46, s. 37; 2014, c. 39, s. 273
Bank Act — B-1.01 38
Effects of continuance 38 (1) Where a body corporate is continued as a bank under this Part, (a) the property of the body corporate continues to be the property of the bank; (b) the bank continues to be liable for the obligations of the body corporate; (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the bank; (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the bank; (f) a person who, on the day the body corporate becomes a bank, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the bank. Membership shares (2) In addition, if the body corporate is continued as a federal credit union, (a) in the case of a body corporate with common shares, (i) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act, (ii) the holders of those common shares are deemed to be the members of the federal credit union, and (iii) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect; and (b) in the case of a body corporate that has members, (i) the membership shares, however designated, of the body corporate are deemed to be membership shares of the federal credit union to which are attached the rights, privileges and restrictions set out in this Act, (ii) the members of the body corporate are deemed to be the members of the federal credit union, and (iii) any agreement made before continuance under which the members of the body corporate have agreed to vote in a manner provided in the agreement is of no effect. 1991, c. 46, s. 38; 2010, c. 12, s. 1913
Bank Act — B-1.01 39.01
Transitional — federal credit unions 39.01 (1) When the Minister issues letters patent continuing a local cooperative credit society as a federal credit union under subsection 35(1), he or she may, on application and by order, subject to any terms and conditions that he or she considers appropriate, exempt the federal credit union resulting from the continuance from any requirement of Part VI — or of the regulations made under this Act — relating to voting, if he or she is of the opinion that the federal credit union will act in a manner that substantially complies with the requirement. Duration (2) The order shall specify the period of the exemption, which may not extend beyond the third anniversary of the effective date of the letters patent. 2016, c. 7, s. 124