GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 392
Restriction on voting rights 392 (1) If, with respect to any bank, a particular person contravenes section 372, subsection 373(1), 374(1) or 375(1), section 376.1 or 376.2, subsection 377(1) or section 377.1 or 377.2 or fails to comply with an undertaking referred to in subsection 390(2) or with any term or condition imposed under section 397, no person, and no entity controlled by the particular person, shall, in person, by proxy or by delegate, exercise any voting rights (a) that are attached to shares of the bank beneficially owned by the particular person or any entity controlled by the particular person; (a.1) that may be exercised by a member of a federal credit union if the bank is a federal credit union; 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 or membership shares to which the contravention relates have been disposed of; (b) the person ceases to control the bank within the meaning of paragraph 3(1)(d); (c) if the person failed to comply with an undertaking referred to in subsection 390(2), the bank complies with section 385; or (d) if the person failed to comply with a term or condition imposed under section 397, the person complies with the term or condition. Saving (3) Despite subsection (1), if a person contravenes subsection 374(1) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the bank beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the bank, the Minister may, after consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the bank beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares. 1991, c. 46, s. 392; 2001, c. 9, s. 98; 2010, c. 12, s. 2068
Bank Act — B-1.01 393
Loss of control — banks and bank holding companies 393 (1) Despite sections 374 and 377, a widely held bank or a widely held bank holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement. Extension (2) If general market conditions so warrant and the Minister is satisfied that the bank or the bank holding company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection. 1991, c. 46, s. 393; 2001, c. 9, s. 98; 2007, c. 6, s. 132; 2012, c. 5, s. 28
Bank Act — B-1.01 393.1
Loss of control — other entities 393.1 (1) Despite sections 374 and 377, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement. Extension (2) If general market conditions so warrant and the Minister is satisfied that the institution or insurance holding company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection. 2001, c. 9, s. 98; 2007, c. 6, s. 132; 2012, c. 5, s. 29
Bank Act — B-1.01 394
Change in status 394 (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution, (a) it does not control, within the meaning of paragraph 3(1)(d), the bank; and (b) it is not a major shareholder of the bank. Extension (2) If general market conditions so warrant and the Minister is satisfied that the body corporate has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection. 1991, c. 46, s. 394; 2001, c. 9, s. 98; 2007, c. 6, s. 132; 2012, c. 5, s. 30
Bank Act — B-1.01 395
Application for approval 395 (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. 46, s. 395; 2001, c. 9, s. 98
Bank Act — B-1.01 397
Terms and conditions 397 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act. 1991, c. 46, s. 397, c. 47, s. 757; 1993, c. 44, s. 26; 1994, c. 47, s. 19; 2001, c. 9, s. 98
Bank Act — B-1.01 398
Certifying receipt of application 398 (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent. Incomplete application (2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application. 1991, c. 46, s. 398; 2001, c. 9, s. 98; 2007, c. 6, s. 21(F)
Bank Act — B-1.01 399
Notice of decision 399 (1) Subject to subsections (2) and (3) and 400(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 398(1), send to the applicant (a) a notice approving the transaction to which the application relates; or (b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter. Notice of decision (2) Subject to subsections (4) and 400(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 398(1) in the following cases: (a) the application involves the acquisition of control of a bank; (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or (c) an application is made for the approval referred to in subsection 401.2(3). Extension of period for notice (3) If the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall (a) within that period, send a notice to that effect to the applicant; and (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within any other further period that may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant. Further extensions (4) If the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days. 1991, c. 46, s. 399; 1994, c. 47, s. 20; 2001, c. 9, s. 98; 2012, c. 31, s. 114
Bank Act — B-1.01 400
Reasonable opportunity to make representations 400 (1) If, after receipt of the notice referred to in paragraph 399(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter. Reasonable opportunity to make representations (2) If, after receipt of the notice sent in accordance with subsection 399(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter. 1991, c. 46, s. 400; 1994, c. 47, s. 21; 2001, c. 9, s. 98; 2012, c. 31, s. 115(E)
Bank Act — B-1.01 401
Notice of decision 401 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 400(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates. Notice of decision (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 400(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates. 1991, c. 46, s. 401; 1994, c. 47, s. 22; 2001, c. 9, s. 98
Bank Act — B-1.01 401.1
Deemed approval 401.1 If the Minister does not send a notice under subsection 399(1) or (3) or 401(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates. 2001, c. 9, s. 98
Bank Act — B-1.01 401.11
Federal credit union constraints 401.11 Subject to this Act, a federal credit union may by by-law impose, change or remove restrictions on the issue, transfer or ownership of its membership shares, or shares of any class of the shares of the federal credit union, in order to prevent a person from having a significant interest in the membership shares or shares of that class. 2010, c. 12, s. 2070
Bank Act — B-1.01 401.3
Suspension of voting rights held by governments 401.3 (1) Despite section 148, no person shall, in person or by proxy, exercise any voting rights attached to any share of a bank that is beneficially owned by (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or (b) the government of a foreign country or any political subdivision thereof, or any agency thereof. Suspension of voting rights held by governments (2) Despite subsection 79.2(2), a member of a federal credit union must not, in person or by delegate, vote as a member of the federal credit union if the member is, or is an entity controlled by, (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or (b) the government of a foreign country or any political subdivision thereof, or any agency thereof. Exception (3) Subsections (1) and (2) do not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1), or, in the case of a federal credit union, a membership share, is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution. Exception — eligible agent (4) Subsection (1) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 401.2(3). Consequence of suspension of approval (5) If an approval referred to in subsection 401.2(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the bank that is beneficially owned by the eligible agent. 2001, c. 9, s. 98; 2010, c. 12, s. 2072; 2012, c. 5, ss. 33, 223, c. 19, ss. 334, 348, c. 31, ss. 117, 155
Bank Act — B-1.01 402
Disposition 402 (1) If, with respect to any bank, a person contravenes section 372 or subsection 373(1), 374(1) or 375(1) or section 376.1 or 376.2, subsection 377(1) or section 377.1 or 377.2 or fails to comply with an undertaking referred to in subsection 390(2) or with any terms and conditions imposed under section 397, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to (a) dispose of any number of shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order; (b) dispose of any number of membership shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order; or (c) take any other action that is necessary for any of those persons to cease controlling, within the meaning of paragraph 3(1)(a.1), the federal credit union. Representations (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the bank concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction. Appeal (3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 977. (4) [Repealed, 2001, c. 9, s. 99] 1991, c. 46, s. 402; 1999, c. 28, s. 21; 2001, c. 9, s. 99; 2010, c. 12, s. 2073; 2012, c. 31, s. 153(E)
Bank Act — B-1.01 402.1
Permission to become another body corporate 402.1 If subsection 402(1) applies, the Minister may, on application by the bank, permit the bank to apply to be continued as a body corporate under any Act of Parliament referred to in subsection 39.1(1) or 39.2(1) instead of, or in addition to, issuing an order under subsection 402(1). 1991, c. 46, s. 579; 2007, c. 6, s. 22; 2010, c. 12, s. 2074
Bank Act — B-1.01 402.2
Disposition — threat to integrity or security 402.2 (1) If the Minister is of the opinion that a person’s holding or beneficial ownership of shares or membership shares of a bank poses a threat to the integrity or security of the bank or the financial system in Canada or a threat to national security, the Minister may, by order, direct that person and any person controlled by that person to (a) dispose of any number of shares of the bank held or beneficially owned by any of the persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by the person that is specified in the order; or (b) dispose of any number of membership shares of the bank held or beneficially owned by any of the persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by the person that is specified in the order. Suspension of rights (2) A direction made under subsection (1) may also suspend any of the rights under Part VI attached to the shares referred to in paragraph (1)(a) or the membership shares referred to in paragraph (1)(b) until the shares or membership shares are disposed of in accordance with the direction. Representations (3) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the bank concerned with a reasonable opportunity to make representations. Temporary direction (4) If, in the Minister’s opinion, the length of time required for representations to be made under subsection (3) might be prejudicial to the public interest, the Minister may make a temporary direction to suspend any of the rights under Part VI attached to any of the shares referred to in paragraph (1)(a) or the membership shares referred to in paragraph (1)(b). Cessation of effect (5) A temporary direction ceases to have effect on the earlier of (a) the expiry of 30 days after the day on which it takes effect or of a shorter period that is specified in the temporary direction, and (b) if a direction is made under subsection (1) in respect of the shares or membership shares, the day on which that direction takes effect. Appeal (6) Any person with respect to whom a direction has been made under subsection (1) may, within 30 days after the day on which the direction was made, appeal the matter in accordance with section 977. Notice — Committee and Review Agency (7) If a direction has been made under subsection (1) or (4) for reasons related to national security, the Minister shall, within 30 days after the day on which the direction was made, notify (a) the Committee , as defined in section 2 of the National Security and Intelligence Committee of Parliamentarians Act ; and (b) the Review Agency , as defined in section 2 of the National Security and Intelligence Review Agency Act . 2023, c. 26, s. 541
Bank Act — B-1.01 403
Application to court 403 (1) If a person fails to comply with a direction made under subsection 401.2(7), 402(1) or 402.2(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction. Court order (2) A court may, on an application under subsection (1), make any order that the circumstances require to give effect to the terms of the direction, including requiring the bank concerned to sell the shares, or to redeem, purchase or transfer to another member the membership shares, that are the subject-matter of the direction. Appeal (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court. 1991, c. 46, s. 403; 2010, c. 12, s. 2075; 2012, c. 31, s. 118 2023, c. 26, s. 542
Bank Act — B-1.01 404
Interest of securities underwriter 404 This Part does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.
Bank Act — B-1.01 405
Arrangements to effect compliance 405 (1) The directors of a bank may make such arrangements as they deem necessary to carry out the intent of this Part and, in particular, but without limiting the generality of the foregoing, may (a) require any person in whose name a share or membership share of the bank is held to submit a declaration setting out (i) the beneficial ownership of the share or membership share, and (ii) any other information that the directors consider relevant for the purposes of this Part; (b) require any person who wishes to have a transfer of a share or membership share registered in the name of, or to have a share or membership share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share or membership share; and (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted. Order of Superintendent (2) The Superintendent may, by order, direct a bank to obtain from any person in whose name a share or membership share of the bank is held a declaration setting out the name of every entity controlled by that person and containing information concerning (a) the ownership or beneficial ownership of the share or membership share; and (b) such other related matters as are specified by the Superintendent. Compliance required (3) As soon as possible after receipt by a bank of a direction under subsection (2), (a) the bank shall comply with the direction; and (b) every person who is requested by the bank to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request. Outstanding declaration: effect (4) If, under this section, a declaration is required to be submitted by a shareholder, member or other person in respect of the issue or transfer of any share or membership share, a bank may refuse to issue the share or membership share or register the transfer unless the required declaration is submitted. 1991, c. 46, s. 405; 2010, c. 12, s. 2076
Bank Act — B-1.01 406
Reliance on information 406 A bank and any person who is a director or an officer, employee or agent of the bank may rely on any information contained in a declaration required by the directors pursuant to section 405 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the bank or any such person for anything done or omitted to be done in good faith in reliance on any such information.
Bank Act — B-1.01 408
Competition Act 408 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act .
Bank Act — B-1.01 409
Main business 409 (1) Subject to this Act, a bank shall not engage in or carry on any business other than the business of banking and such business generally as appertains thereto. Idem (2) For greater certainty, the business of banking includes (a) providing any financial service; (b) acting as a financial agent; (c) providing investment counselling services and portfolio management services; and (d) issuing payment, credit or charge cards and, in cooperation with others including other financial institutions, operating a payment, credit or charge card plan. 1991, c. 46, s. 409; 2009, c. 2, s. 269(F)
Bank Act — B-1.01 411
Networking 411 (1) Subject to section 416, a bank may (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 464(1) or a prescribed entity and may enter into an arrangement with any person in respect of the provision of that service; or (b) refer any person to any such financial institution or entity. Regulations (2) The Governor in Council may make regulations respecting the disclosure of (a) the name of the principal for whom a bank is acting as agent pursuant to subsection (1); and (b) whether any commission is being earned by a bank when acting as agent pursuant to subsection (1). 1991, c. 46, s. 411; 2001, c. 9, s. 101
Bank Act — B-1.01 412
Restriction on fiduciary activities 412 No bank shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust.