GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 232
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. 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). Consideration (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
Bank Act — B-1.01 233
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
Bank Act — B-1.01 234
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. 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. 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. 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
Bank Act — B-1.01 235
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
Bank Act — B-1.01 236
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. 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. Approval by Minister (3) A sale agreement has no force or effect until it has been approved by the Minister. Idem (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.
Bank Act — B-1.01 237
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. 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. 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
Bank Act — B-1.01 238
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 . 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. 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
Bank Act — B-1.01 239
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. 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. Exception (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. Exception (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. Inspection (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. 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. 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. 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
Bank Act — B-1.01 240
Lists 240 (1) A person who is entitled to a basic list of shareholders or members of a bank (in this section referred to as the “applicant”) may request the bank to furnish the applicant with a basic list within ten days after receipt by the bank of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank must comply with the request. Affidavit and contents (2) A request under subsection (1) must be accompanied by an affidavit containing (a) the name and address of the applicant, (b) the name and address for service of the entity, if the applicant is an entity, and (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 242, and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity. Entitlement to list (3) A shareholder, member or creditor of a bank or their personal representative — or, if the bank is a distributing bank, any person — is entitled to a basic list of shareholders or members of the bank. Basic list (4) A basic list of shareholders or members of a bank consists of a list of shareholders or members that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out (a) the names of the shareholders or members, as the case may be, of the bank; (b) the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be; and (c) the address of each shareholder or member as shown in the records of the bank. Supplemental lists (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up. When supplemental lists to be furnished (6) A bank or its agent shall provide a supplemental list of shareholders required under subsection (5) (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided. 1991, c. 46, s. 240; 2005, c. 54, s. 51; 2010, c. 12, s. 2009
Bank Act — B-1.01 241
Option holders 241 A person requiring a bank to supply a basic list or a supplemental list of shareholders or members may also require the bank to include in that list the name and address of any known holder of an option or right to acquire shares of the bank. 1991, c. 46, s. 241; 2010, c. 12, s. 2010(E)
Bank Act — B-1.01 242
Use of list 242 No person shall use a list of shareholders or members obtained under section 240 except in connection with (a) an effort to influence the voting of shareholders or members of the bank; (b) an offer to acquire shares of the bank; or (c) any other matter relating to the affairs of the bank. 1991, c. 46, s. 242; 2010, c. 12, s. 2011
Bank Act — B-1.01 243
Form of records 243 (1) A register or other record required or authorized by this Act to be prepared and maintained by a bank (a) may be in a bound or loose-leaf form or in a photographic film form; or (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Conversion of records (2) Registers and records maintained in one form may be converted to any other form. Destruction of converted records (3) Notwithstanding section 246, a bank may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.
Bank Act — B-1.01 244
Protection of records 244 A bank and its agents shall take reasonable precautions to (a) prevent loss or destruction of, (b) prevent falsification of entries in, (c) facilitate detection and correction of inaccuracies in, and (d) ensure that unauthorized persons do not have access to or use of information in the registers and records required or authorized by this Act to be prepared and maintained.
Bank Act — B-1.01 245
Requirement to maintain copies and process information in Canada 245 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank to maintain, in another country, copies of records referred to in section 238 or of its central securities register or members register or for a bank to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register or members register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank to do any of those activities in another country — the Superintendent must direct the bank to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada. Direction — immediate, direct, complete and ongoing access (1.1) Where a bank referred to in subsection 239(3.1) or 251(3) maintains records referred to in section 238 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and must, in the case referred to in paragraph (b), by order, direct the bank to maintain a copy of those records or register at any place in Canada as the directors think fit (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the bank not to maintain a copy of those records or register at any place in Canada. Bank to comply (2) A bank shall without delay comply with any order issued under subsection (1) or (1.1). 1991, c. 46, s. 245; 2001, c. 9, s. 89; 2005, c. 54, s. 52; 2007, c. 6, s. 17; 2010, c. 12, s. 2012 2020, c. 1, s. 161
Bank Act — B-1.01 246
Retention of records 246 (1) A bank shall retain (a) the records of the bank referred to in subsection 238(1); (b) any record of the bank referred to in paragraph 238(2)(a) or (b); (c) the central securities register referred to in subsection 248(1); and (d) the members register referred to in subsection 254.1(1). Idem (2) A bank shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the bank has paid an amount to the Bank of Canada pursuant to section 438 until the Bank of Canada notifies the bank that they need no longer be retained. Evidence (3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 243(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities. Relief (4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the bank from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 438 applies. 1991, c. 46, s. 246; 2010, c. 12, s. 2013
Bank Act — B-1.01 247
Regulations 247 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 245(1.1)(a). 1991, c. 46, s. 247 2020, c. 1, s. 162
Bank Act — B-1.01 249
Branch registers 249 A bank may establish as many branch securities registers as it considers necessary.
Bank Act — B-1.01 250
Agents 250 A bank may appoint an agent to maintain its central securities register and each of its branch securities registers.
Bank Act — B-1.01 251
Location of central securities register 251 (1) The central securities register of a bank shall be maintained by the bank at its head office or at any other place in Canada designated by the directors of the bank. Location of branch securities register (2) A branch securities register of a bank may be kept at any place in or outside Canada designated by the directors of the bank. Exception (3) 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. 1991, c. 46, s. 251 2020, c. 1, s. 163
Bank Act — B-1.01 252
Effect of registration 252 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.
Bank Act — B-1.01 253
Particulars in branch register 253 (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established. Particulars in central register (2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank shall also be kept in the central securities register of the bank.
Bank Act — B-1.01 254
Destruction of certificates 254 A bank, its agent or a trustee within the meaning of section 294 is not required to produce (a) a cancelled security certificate in registered form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in subsection 69(1) or a like instrument, irrespective of its form, after the date of its expiration.
Bank Act — B-1.01 254.1
Members register 254.1 (1) A federal credit union must maintain a members register in which it must record (a) the names, alphabetically arranged, and latest known addresses of the members and former members of the federal credit union; (b) the number of membership shares held by each member; and (c) the date and particulars of the issue and transfer of each membership share. Similar registers (2) For the purposes of subsection (1), “members register” includes similar registers required by law to be maintained by a body corporate that was continued, or amalgamated and continued, as a federal credit union before the continuance or amalgamation and continuance. Access to members register (3) Members, shareholders and creditors of a federal credit union, and their personal representatives, may examine the members register during the usual business hours of the federal credit union and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the federal credit union is a distributing bank, any other person may, on payment of a reasonable fee, examine the members register during the usual business hours of the bank and take extracts from it or have copies of it made. Electronic access (4) The federal credit union may make the information contained in the members register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time. Affidavit and undertaking (5) A person who wishes to examine the members register, take extracts from it or have copies of it made must provide the federal credit union with an affidavit containing their name and address — or, if they are an entity, the name and address for service of the entity — and an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders or members may be used under section 242. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity. Supplementary information (6) A person who wishes to examine a members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent to provide supplementary information setting out any changes made to the register. When supplementary information to be provided (7) A federal credit union or its agent must provide the supplementary information within (a) 10 days after the day on which the members register is examined if the changes take place before that day; and (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the members register is examined. 2010, c. 12, s. 2015
Bank Act — B-1.01 254.2
Branch members registers 254.2 A federal credit union may establish as many branch members registers as it considers necessary. 2010, c. 12, s. 2015
Bank Act — B-1.01 254.3
Agents 254.3 A federal credit union may appoint an agent to maintain its members register and each of its branch members registers. 2010, c. 12, s. 2015
Bank Act — B-1.01 254.4
Location of members register 254.4 (1) The members register of a federal credit union is to be maintained by the federal credit union at its head office or at any other place in Canada designated by the federal credit union’s directors. Location of branch members register (2) A branch members register of a federal credit union may be kept at any place in or outside Canada designated by the directors of the federal credit union. 2010, c. 12, s. 2015
Bank Act — B-1.01 254.5
Particulars in branch members register 254.5 (1) A branch members register must contain only particulars of the membership shares issued or transferred at the branch for which that register is established. Particulars in members register (2) Particulars of each issue or transfer of a membership share registered in a branch members register of a federal credit union must also be kept in the members register of the federal credit union. 2010, c. 12, s. 2015
Bank Act — B-1.01 254.6
Cancelled membership share certificates 254.6 A federal credit union, its agent or a trustee within the meaning of section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled. 2010, c. 12, s. 2015