GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 374
Insolvency 374 (1) In the case of the insolvency of a company, (a) the payment of any amount due to Her Majesty in right of Canada, in trust or otherwise, except indebtedness evidenced by subordinated indebtedness, shall be a first charge on the assets of the company; (b) the payment of any amount due to Her Majesty in right of a province, in trust or otherwise, except indebtedness evidenced by subordinated indebtedness, shall be a second charge on the assets of the company; (c) the payment of the deposit liabilities of the company and all other liabilities of the company, except the liabilities referred to in paragraphs (d) and (e), shall be a third charge on the assets of the company; (d) subordinated indebtedness of the company and all other liabilities that by their terms rank equally with or subordinate to such subordinated indebtedness shall be a fourth charge on the assets of the company; and (e) the payment of any fines and penalties for which the company is liable shall be a last charge on the assets of the company. Priority not affected (2) Nothing in subsection (1) prejudices or affects the priority of any holder of any security interest in any property of a company. Priorities (3) Priorities within each of paragraphs (1)(a) to (e) shall be determined in accordance with the laws governing priorities and, where applicable, by the terms of the indebtedness and liabilities referred to therein. 1991, c. 45, s. 374; 2001, c. 9, s. 517
Trust and Loan Companies Act — T-19.8 374.1
Definitions 374.1 The following definitions apply in this Part. agent means (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person, (ii) an official or entity performing a function or duty in connection with the administration, management or investment of a fund established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons, or moneys derived from such a fund, or (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. ( mandataire ) eligible agent means an agent or agency of Her Majesty in right of Canada or of a province or an agent or agency of a government of a foreign country or any political subdivision of a foreign country (a) whose mandate is publicly available; (b) that controls the assets of an investment fund in a manner intended to maximize long-term risk-adjusted returns and that fund is (i) one to which, as the case may be, Her Majesty in right of Canada or of a province or the government of a foreign country or political subdivision contributes, or (ii) established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons; and (c) whose decisions with respect to the assets of the fund referred to in paragraph (b) are not influenced in any significant way by, as the case may be, Her Majesty in right of Canada or of the province or the government of the foreign country or the political subdivision. ( mandataire admissible ) 1994, c. 47, s. 205; 2012, c. 19, s. 327
Trust and Loan Companies Act — T-19.8 (a)
agent means (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person, (ii) an official or entity performing a function or duty in connection with the administration, management or investment of a fund established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons, or moneys derived from such a fund, or (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. ( mandataire )
Trust and Loan Companies Act — T-19.8 (a)
eligible agent means an agent or agency of Her Majesty in right of Canada or of a province or an agent or agency of a government of a foreign country or any political subdivision of a foreign country (a) whose mandate is publicly available; (b) that controls the assets of an investment fund in a manner intended to maximize long-term risk-adjusted returns and that fund is (i) one to which, as the case may be, Her Majesty in right of Canada or of a province or the government of a foreign country or political subdivision contributes, or (ii) established to provide compensation, hospitalization, medical care, annuities, pensions or similar benefits to natural persons; and (c) whose decisions with respect to the assets of the fund referred to in paragraph (b) are not influenced in any significant way by, as the case may be, Her Majesty in right of Canada or of the province or the government of the foreign country or the political subdivision. ( mandataire admissible )
Trust and Loan Companies Act — T-19.8 374.2
Associates 374.2 (1) For the purpose of determining ownership of a company by an eligible agent, where two persons, at least one of whom is an eligible agent, are associated with each other, those persons are deemed to be a single eligible agent who beneficially owns the aggregate number of shares of the company beneficially owned by them. Associates (2) For the purposes of subsection (1), a person is associated with another person if (a) each person is an agent or agency of Her Majesty in right of Canada; (b) each person is an agent or agency of Her Majesty in right of the same province; (c) each person is an agent or agency of a government of the same foreign country or a political subdivision of the same foreign country; (d) one person is Her Majesty in right of Canada and the other person is an agent or agency of Her Majesty in that right; (e) one person is Her Majesty in right of a province and the other person is an agent or agency of Her Majesty in right of that province; or (f) one person is a government of a foreign country or any political subdivision of a foreign country and the other person is its agent or agency. 2012, c. 19, s. 327
Trust and Loan Companies Act — T-19.8 375
Constraining acquisition 375 (1) No person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share of a company or purchase or otherwise acquire control of any entity that holds any share of a company if (a) the acquisition would cause the person to have a significant interest in any class of shares of the company; or (b) where the person has a significant interest in a class of shares of the company, the acquisition would increase the significant interest of the person in that class of shares. 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 company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1). Exemption (3) On application by a company, the Superintendent may exempt from the application of this section and section 376 any class of non-voting shares of the company if the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company. (4) and (5) [Repealed, 2001, c. 9, s. 518] 1991, c. 45, s. 375; 2001, c. 9, s. 518; 2007, c. 6, s. 354
Trust and Loan Companies Act — T-19.8 375.1
No acquisition of control without approval 375.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister. Amalgamation, etc., constitutes acquisition (2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1). 1997, c. 15, s. 372; 2001, c. 9, s. 519; 2007, c. 6, s. 355
Trust and Loan Companies Act — T-19.8 376
Constraining registration 376 No company shall, unless the acquisition of the share has been approved by the Minister, record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if (a) the transfer or issue of the share would cause the person to have a significant interest in any class of shares of the company; or (b) where the person has a significant interest in a class of shares of the company, the transfer or issue of the share would increase the significant interest of the person in that class of shares of the company.
Trust and Loan Companies Act — T-19.8 376.1
Exception — small holdings 376.1 Despite section 376, if, as a result of a transfer or issue of shares of a class of shares of a company to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the company in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the company is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the company as a result of that issue or transfer of shares. 1994, c. 47, s. 206; 2012, c. 31, s. 100
Trust and Loan Companies Act — T-19.8 377
 voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company; (c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or (d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies, and the increase is not exempted by the regulations. Regulations (5) The Governor in Council may make regulations (a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and (b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies. 1991, c. 45, s. 377; 1997, c. 15, s. 373; 2012, c. 31, s. 101
Trust and Loan Companies Act — T-19.8 378
Where approval not required 378 (1) Despite sections 375 and 376, the approval of the Minister is not required if (a) the Superintendent has, by order, directed the company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order; or (b) a person, other than an eligible agent, who controls, within the meaning of paragraph 3(1)(a), the company acquires additional shares of the company. Pre-approval (2) For the purposes of subsections 375(1) and (2) and section 376, the Minister may approve (a) the purchase or other acquisition of such number or percentage of shares of a company as may be required in a particular transaction or series of transactions; or (b) the purchase or other acquisition of up to a specified number or percentage of shares of a company within a specified period. 1991, c. 45, s. 378; 2001, c. 9, s. 520; 2012, c. 31, s. 102
Trust and Loan Companies Act — T-19.8 379
Public holding requirement 379 (1) Every company shall, from and after the day determined under this section in respect of that company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are (a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and (b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares. Determination of day (2) If the company has equity of four billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches four billion dollars. Extension (3) If general market conditions so warrant and the Minister is satisfied that a company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the company must comply with subsection (1). 1991, c. 45, s. 379; 2001, c. 9, s. 521; 2007, c. 6, s. 356 2026, c. 3, s. 295
Trust and Loan Companies Act — T-19.8 380
Limit on assets 380 (1) Unless an exemption order with respect to the company is granted under section 382, if a company fails to comply with section 379 in any month, the Minister may, by order, require the company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order. Average total assets (2) For the purposes of subsection (1), the average total assets of a company in a three month period shall be computed by adding the total assets of the company as calculated for the month end of each of the three months in the period and by dividing the sum by three. Definition of total assets (3) For the purposes of subsections (1) and (2), total assets , in respect of a company, has the meaning given that expression by the regulations. 1991, c. 45, s. 380; 2001, c. 9, s. 522
Trust and Loan Companies Act — T-19.8 381
Increase of capital 381 Where the Superintendent has, by order, directed a company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order, section 379 shall not apply in respect of the company until such time as the Superintendent may, by order, specify.
Trust and Loan Companies Act — T-19.8 382
Exemption by Minister 382 (1) On application by a company and subject to any terms that the Minister considers appropriate, the Minister may by order exempt the company from the requirements of section 379 if the Minister considers it appropriate to do so. Compliance with s. 379 (2) The company shall comply with section 379 as of the day on which the exemption order expires. Limit on assets (3) If a company fails to comply with section 379 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order. Application of ss. 380(2) and (3) (4) Subsections 380(2) and (3) apply for the purposes of subsection (3). 1991, c. 45, s. 382, c. 47, s. 753; 2001, c. 9, s. 523; 2005, c. 54, s. 444
Trust and Loan Companies Act — T-19.8 382.1
Continuation of exemption 382.1 (1) Despite subsection 382(2), if an exemption order that was granted in respect of a company under subsection 382(3) as it read before the day on which this section comes into force provides that it expires if the holding body corporate ceases to comply with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section if the failure to comply is as a result of (a) a distribution to the public of voting shares of the holding body corporate; (b) a redemption or purchase of voting shares of the holding body corporate; (c) the exercise of any option to acquire voting shares of the holding body corporate; or (d) the conversion of any convertible securities into voting shares of the holding body corporate. Shares acquiring voting rights (2) Despite subsection 382(2), if as a result of an event that has occurred and is continuing shares of a holding body corporate referred to in subsection (1) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section or any later day that the Minister may by order specify. 2005, c. 54, s. 444
Trust and Loan Companies Act — T-19.8 383
Exception 383 (1) Where a company fails to comply with section 379 as the result of (a) a distribution to the public of voting shares of the company, (b) a redemption or purchase of voting shares of the company, (c) the exercise of any option to acquire voting shares of the company, or (d) the conversion of any convertible securities into voting shares of the company, section 380 shall not apply in respect of that company until the expiration of six months after the day the company failed to comply with section 379. Shares acquiring voting rights (2) Where, as the result of an event that has occurred and is continuing, shares of a company acquire voting rights in such number as to cause the company to no longer be in compliance with section 379, section 380 shall not apply in respect of that company until the expiration of six months after the day the company ceased to be in compliance with section 379 or such later day as the Minister may, by order, specify. (3) and (4) [Repealed, 2005, c. 54, s. 445] 1991, c. 45, s. 383; 2005, c. 54, s. 445
Trust and Loan Companies Act — T-19.8 384
Acquisition of control permitted 384 (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of the company if a person acquires control of a company with equity of four billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person. Undertaking required (2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are (a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and (b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares. 1991, c. 45, s. 384; 2001, c. 9, s. 524; 2007, c. 6, s. 357 2026, c. 3, s. 295
Trust and Loan Companies Act — T-19.8 385
Application of section 379 385 At the expiration of the period for compliance with an undertaking referred to in subsection 384(2), section 379 shall apply in respect of the company to which the undertaking relates. 1991, c. 45, s. 385; 2001, c. 9, s. 524
Trust and Loan Companies Act — T-19.8 386
Restriction on voting rights 386 (1) If, with respect to any company, a particular person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any term or condition imposed under section 389, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights (a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or (b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights. Subsection (1) ceases to apply (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; (b) the person ceases to control the company within the meaning of paragraph 3(1)(d); (c) if the person failed to comply with an undertaking referred to in subsection 384(2), the company complies with section 379; or (d) if the person failed to comply with a term or condition imposed under section 389, the person complies with the term or condition. 1991, c. 45, s. 386; 1997, c. 15, s. 374; 2001, c. 9, s. 524
Trust and Loan Companies Act — T-19.8 387
Application for approval 387 (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require. Applicant (2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons. 1991, c. 45, s. 387; 2001, c. 9, s. 525