GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 2.3
Regulations — distributing company 2.3 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company for the purposes of this Act. Exemption — company (2) On the application of a company, the Superintendent may determine that it is not or was not a distributing company if the Superintendent is satisfied that the determination would not prejudice any of its security holders. Exemption — class of companies (3) The Superintendent may determine that members of a class of companies are not or were not distributing companies if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class. 2005, c. 54, s. 369
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Control 3 (1) For the purposes of this Act, (a) a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity; (c) the general partner of a limited partnership controls the limited partnership; and (d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity. Deemed control (2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity. Deemed control (3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b), an entity if the aggregate of (a) any securities of the entity that are beneficially owned by that person, and (b) any securities of the entity that are beneficially owned by any entity controlled by that person is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity. Guidelines (4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision shall be interpreted in accordance with the guidelines. 1991, c. 45, s. 3; 2001, c. 9, s. 480
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Holding body corporate 4 A body corporate is the holding body corporate of any entity that is its subsidiary. 1991, c. 45, s. 4; 2001, c. 9, s. 481
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Subsidiary 5 An entity is a subsidiary of another entity if it is controlled by the other entity. 1991, c. 45, s. 5; 2001, c. 9, s. 481
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Affiliated entities 6 (1) One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person. Affiliated entities (2) Despite subsection (1), for the purposes of subsections 270(1) and 288(1), one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person. 1991, c. 45, s. 6; 2001, c. 9, s. 482
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Shareholder 7 (1) For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares. Holder of a share (2) A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in the securities register or like record of the body corporate as the holder of that share.
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Significant interest 8 (1) A person has a significant interest in a class of shares of a company where the aggregate of (a) any shares of that class beneficially owned by the person, and (b) any shares of that class beneficially owned by entities controlled by the person exceeds 10 per cent of all of the outstanding shares of that class of shares of the company. Increasing significant interest (2) A person who has a significant interest in a class of shares of a company increases that significant interest in the class of shares where the person or any entity controlled by the person (a) acquires beneficial ownership of additional shares of that class, or (b) acquires control of any entity that beneficially owns shares of that class, in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.
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Acting in concert 9 (1) For the purposes of Part VII, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of (a) shares of a company that they beneficially own, (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a company, or (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a company, those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the company or shares or ownership interests of the entity that are beneficially owned by them. Idem (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c), (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the company, or (b) pursuant to which no proposal put before the board of directors of the company may be approved except with the consent of any of them or their nominees, shall be deemed to be an agreement, commitment or understanding referred to in subsection (1). Exceptions (3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner. Designation (4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert. Contravention (5) A person contravenes a provision of Part VII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision. 1991, c. 45, s. 9; 2001, c. 9, s. 483; 2007, c. 6, s. 337
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a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided. Increasing substantial investment in unincorporated entities (6) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person.
Trust and Loan Companies Act — T-19.8 11.1
WTO Member resident 11.1 (1) For the purposes of this Act, a WTO Member resident is (a) a natural person who is ordinarily resident in a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act , other than Canada; (b) a body corporate, association, partnership or other organization that is incorporated, formed or otherwise organized in a country or territory that is a WTO Member, as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act , other than Canada, and that is controlled, (i) directly or indirectly, by one or more persons referred to in paragraph (a), or (ii) by a government of a WTO Member, whether federal, state or local, or an agency of one of those governments; (c) a trust established by one or more persons referred to in paragraph (a) or (b) or a trust in which one or more of those persons have more than 50 per cent of the beneficial interest; or (d) a body corporate, association, partnership or other organization that is controlled, directly or indirectly, by a trust referred to in paragraph (c). Interpretation (2) For the purposes of subsection (1), (a) a body corporate is controlled by one or more persons if (i) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person or persons, and (ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate; (b) an association, partnership or other organization is controlled by one or more persons if (i) more than 50 per cent of the ownership interests, however designated, into which the association, partnership or other organization is divided are beneficially owned by the person or persons, and (ii) the person or persons are able to direct the business and affairs of the association, partnership or other organization; (c) a body corporate, association, partnership or other organization is controlled by one or more persons if the person or persons have, directly or indirectly, control in fact of the body corporate, association, partnership or other organization; and (d) a body corporate, association, partnership or other organization that controls another body corporate, association, partnership or other organization is deemed to control any body corporate, association, partnership or other organization that is controlled or deemed to be controlled by the other body corporate, association, partnership or other organization. 1999, c. 28, s. 137
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Application of Act 12 This Act applies to every body corporate (a) that is incorporated or continued under this Act, (b) to which the Trust Companies Act applied immediately before the coming into force of this section, or (c) to which the Loan Companies Act applied immediately before the coming into force of this section, and that is not discontinued under this Act.
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Conflicting provisions 13 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company, the provision of this Act prevails.
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Corporate powers 14 (1) A company 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 company 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 company may carry on business throughout Canada. Powers outside Canada (4) Subject to this Act, a company 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.
Trust and Loan Companies Act — T-19.8 14.1
Policies and procedures — integrity or security 14.1 A company 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. 518
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No invalidity 15 No act of a company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to the company’s incorporating instrument or this Act.
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By-law not necessary 16 It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.
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No personal liability 17 The shareholders of a company are not, as shareholders, liable for any liability, act or default of the company except as otherwise provided by this Act.
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No constructive notice 18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company 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 company.
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Authority of directors and officers 19 (1) No company and no guarantor of an obligation of a company may assert against a person dealing with the company or against a person who has acquired rights from the company that (a) the company’s incorporating instrument or any by-laws of the company have not been complied with; (b) the persons named as directors of the company in the most recent return sent to the Superintendent under section 499 are not the directors of the company; (c) the place named in the incorporating instrument or by-laws of the company is not the place where the head office of the company is situated; (d) a person held out by the company as a director, officer or representative of the company 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 company or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the company 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 company. 1991, c. 45, s. 19; 2005, c. 54, s. 371
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Sunset provision 20 (1) Subject to subsections (2) and (4), companies shall not carry on business after June 30, 2033. Extension (2) The Governor in Council may, by order, extend by up to six months the time during which companies may continue to carry on business. 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), companies may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament. 1991, c. 45, s. 20; 1997, c. 15, s. 341; 2001, c. 9, s. 484; 2006, c. 4, s. 202; 2007, c. 6, s. 338; 2012, c. 5, s. 163; 2016, c. 7, s. 117; 2018, c. 12, s. 354 2021, c. 23, s. 153 2024, c. 17, s. 403 2026, c. 3, s. 247
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Incorporation of company 21 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 company.
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Restrictions on incorporation 22 Letters patent incorporating a company 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, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.
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Subsidiary of foreign institution 23 If a proposed company would be a subsidiary of a foreign institution that is engaged in trust or loan business and the application for letters patent to incorporate the company is made by a non-WTO Member foreign institution, letters patent to incorporate the company may not be issued unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary. 1991, c. 45, s. 23; 1999, c. 28, s. 138; 2001, c. 9, s. 485
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Application for incorporation 24 (1) An application for letters patent to incorporate a company setting out the names of the first directors of the company 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 company is to be situated.
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Objections to incorporation 25 (1) Any person who objects to the proposed incorporation of a company may, within thirty days after the date of the last publication under subsection 24(2) in respect of the proposed company, 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.
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Matters for consideration 26 Before issuing letters patent to incorporate a company, 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 company; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company; (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 company 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 company on the conduct of those businesses and operations; and (g) the best interests of the financial system in Canada. 1991, c. 45, s. 26; 2001, c. 9, s. 486
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Contents of letters patent 27 (1) There shall be set out in the letters patent incorporating a company (a) the name of the company; (b) the province in which the head office of the company is to be situated; and (c) the date that the company came, or is to come, into existence. Provisions in letters patent (2) The Minister may set out in the letters patent incorporating a company any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed company. Terms and conditions (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a company as the Minister considers necessary or appropriate. 1991, c. 45, s. 27; 2005, c. 54, s. 372
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Notice of issue of letters patent 28 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company.
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First directors 29 The first directors of a company are the directors named in the application for letters patent to incorporate the company.
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Effect of letters patent 30 A company comes into existence on the date provided therefor in its letters patent.
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Federal corporations 31 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, other than a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company 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 company under this Act. 1991, c. 45, s. 31; 1994, c. 24, s. 34(F); 2010, c. 12, s. 2124