GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 476
Meaning of “transaction” 476 (1) For the purposes of this Part, entering into a transaction with a related party of a company includes (a) making a guarantee on behalf of the related party; (b) making an investment in any securities of the related party; (c) taking an assignment of or otherwise acquiring a loan made by a third party to the related party; and (d) taking a security interest in the securities of the related party. Interpretation (2) For the purposes of this Part, the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction, and not a separate transaction. Meaning of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Security of a related party (4) For the purposes of this Part, security of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 1991, c. 45, s. 476; 2007, c. 6, s. 375
Trust and Loan Companies Act — T-19.8 477
Prohibited transactions 477 (1) Except as provided in this Part, a company shall not, directly or indirectly, enter into any transaction with a related party of the company. Transaction of entity (2) Without limiting the generality of subsection (1), a company is deemed to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by an entity that is controlled by the company. Exception (3) Subsection (2) does not apply where an entity that is controlled by a company is a financial institution incorporated or formed under the laws of a province and is subject to regulation and supervision, satisfactory to the Minister, regarding transactions with related parties of the company. Idem (4) Subsection (2) does not apply in respect of transactions entered into by an entity that is controlled by a company if the transaction is a prescribed transaction or is one of a class of prescribed transactions.
Trust and Loan Companies Act — T-19.8 478
Nominal value transactions 478 Notwithstanding anything in this Part, a company may enter into a transaction with a related party of the company if the value of the transaction is nominal or immaterial to the company when measured by criteria that have been established by the conduct review committee of the company and approved in writing by the Superintendent.
Trust and Loan Companies Act — T-19.8 479
Secured loans 479 A company may make a loan to or a guarantee on behalf of a related party of the company or take an assignment of or otherwise acquire a loan to a related party of the company if (a) the loan or guarantee is fully secured by securities of or guaranteed by the Government of Canada or the government of a province; or (b) the loan is a loan permitted by section 418 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party.
Trust and Loan Companies Act — T-19.8 480
Deposits 480 A company may enter into a transaction with a related party of the company if the transaction consists of a deposit by the company with a financial institution that is a direct clearer or a member of a clearing group under the by-laws of the Canadian Payments Association and the deposit is made for clearing purposes.
Trust and Loan Companies Act — T-19.8 481
Borrowing, etc., from related party 481 A company may borrow money from, take deposits from, or issue debt obligations to, a related party of the company.
Trust and Loan Companies Act — T-19.8 482
Acquisition of assets 482 (1) A company may purchase or otherwise acquire from a related party of the company (a) securities of, or securities guaranteed by, the Government of Canada or the government of a province; (b) assets fully secured by securities of, or securities guaranteed by, the Government of Canada or the government of a province; or (c) goods for use in the ordinary course of business. Sale of assets (2) Subject to section 470, a company may sell any assets of the company to a related party of the company if (a) the consideration for the assets is fully paid in money; and (b) there is an active market for those assets. Asset transactions with financial institutions (3) Notwithstanding any of the provisions of subsections (1) and (2), a company may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the company that is a financial institution. Asset transactions in restructuring (4) Notwithstanding any of the provisions of subsections (1) and (2), a company may acquire any assets from, or dispose of any assets to, a related party of the company as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. Goods or space for use in business (5) A company may lease assets (a) from a related party of the company for use in the ordinary course of business of the company, or (b) to a related party of the company, if the lease payments are made in money. Approval under section 241 (6) A company may acquire any assets from, or dispose of any assets to, a related party of the company under a sale agreement that is approved by the Minister under section 241. 1991, c. 45, s. 482; 2007, c. 6, s. 376
Trust and Loan Companies Act — T-19.8 483
Services 483 (1) A company may enter into a transaction with a related party of the company if the transaction (a) subject to subsection (2), consists of a written contract for the purchase by the company of services used in the ordinary course of business; (b) subject to subsection (4), involves the provision by the company of services, other than loans or guarantees, normally offered to the public by the company in the ordinary course of business; (c) consists of a written contract with a financial institution or an entity in which the company is permitted to have a substantial investment pursuant to section 453 that is a related party of the company (i) for the networking of any services provided by the company or the financial institution or entity, or (ii) for the referral of any person by the company to the financial institution or entity, or for the referral of any person by the financial institution or entity to the company; (d) consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the company or its subsidiaries; or (e) involves the provision by the company of management, advisory, accounting, information processing or other services in relation to any business of the related party. Order concerning management by employees (2) Where a company has entered into a contract pursuant to paragraph (1)(a) and the contract, when taken together with all other such contracts entered into by the company, results in all or substantially all of the management functions of the company being exercised by persons who are not employees of the company, the Superintendent may, by order, if the Superintendent considers that result to be inappropriate, require the company, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the company are exercised by employees of the company to the extent specified in the order. Exception (3) Despite subsection 477(2), a company is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the company and the business of which is limited to the activity referred to in 453(2)(c) and the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, as defined in subsection 489(2). Loans or guarantees not included (4) The provision of services, for the purposes of paragraph (1)(b), does not include the making of loans or guarantees. 1991, c. 45, s. 483; 1997, c. 15, s. 400; 2007, c. 6, s. 377
Trust and Loan Companies Act — T-19.8 483.1
Transactions with holding companies 483.1 (1) Subject to subsection (2) and sections 483.2 and 483.3, if a widely held insurance holding company or a widely held bank holding company has a significant interest in any class of shares of a company, the company may enter into any transaction with the holding company or with any other related party of the company that is an entity in which the holding company has a substantial investment. Policies and procedures (2) The company shall adhere to policies and procedures established under subsection 199(3) when entering into the transaction. 2001, c. 9, s. 552
Trust and Loan Companies Act — T-19.8 483.2
Restriction 483.2 (1) If a company enters into a transaction with a related party of the company with whom the company may enter into transactions under subsection 483.1(1) and that is not a federal financial institution, the company shall not directly or indirectly make, take an assignment of or otherwise acquire a loan to the related party, make an acceptance, endorsement or other guarantee on behalf of the related party or make an investment in the securities of the related party if, immediately following the transaction, the aggregate financial exposure, as that expression is defined by the regulations, of the company would exceed (a) in respect of all transactions of the company with the related party, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, five per cent of the company’s regulatory capital; or (b) in respect of all transactions of the company with such related parties of the company, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, ten per cent of the company’s regulatory capital. Order (2) If the Superintendent is of the opinion that it is necessary for the protection of the interests of the depositors and creditors of a company, the Superintendent may, by order, (a) reduce the limit in paragraph (1)(a) or (b) that would otherwise apply to the company; and (b) impose limits on transactions by the company with related parties with whom the company may enter into transactions under subsection 483.1(1) that are federal financial institutions. Order (3) The Superintendent may, by order, increase the limit in paragraph (1)(a) or (b) that would otherwise apply to a company on transactions by the company with related parties that are financial institutions that are regulated in a manner acceptable to the Superintendent. 2001, c. 9, s. 552
Trust and Loan Companies Act — T-19.8 485
Board approval required 485 (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the company, a company shall not, with respect to a related party of the company referred to in subsection 484(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 486, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, other than (i) loans referred to in paragraph 479(b), and (ii) if the related party is a full-time senior officer of the company, loans to the related party that are permitted by subsection 484(2), (e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of the related party, and (f) where the related party is an entity, the book value of all investments by the company and its subsidiaries in the securities of the entity would exceed 2 per cent of the regulatory capital of the company. Limit on transactions with directors, officers and their interests (2) A company shall not, with respect to a related party of the company referred to in subsection 484(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 486, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to all related parties of the company referred to in subsection 484(1) that are held by the company and its subsidiaries, other than (i) loans referred to in section 479, and (ii) loans permitted by subsection 484(2), (e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of all related parties of the company referred to in subsection 484(1), and (f) the book value of all investments by the company and its subsidiaries in the securities of all entities that are related parties of the company referred to in subsection 484(1) would exceed 50 per cent of the regulatory capital of the company. Exclusion of de minimis transactions (3) Loans, guarantees and investments that are referred to in section 478 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsections (1) and (2). 1991, c. 45, s. 485; 1997, c. 15, s. 402
Trust and Loan Companies Act — T-19.8 486
Margin loans 486 The Superintendent may establish terms and conditions with respect to the making by a company of margin loans to a director or senior officer of the company. 1991, c. 45, s. 486; 1997, c. 15, s. 403
Trust and Loan Companies Act — T-19.8 487
Exemption by order 487 (1) A company may enter into a transaction with a related party of the company if the Superintendent, by order, has exempted the transaction from the provisions of section 477. Conditions for order (2) The Superintendent shall not make an order referred to in subsection (1) unless the Superintendent is satisfied that the decision of the company to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of the company and does not involve in any significant way the interests of a related party of the company. 1991, c. 45, s. 487; 1996, c. 6, s. 121
Trust and Loan Companies Act — T-19.8 488
Prescribed transactions 488 A company may enter into a transaction with a related party of the company if the transaction is a prescribed transaction or one of a class of prescribed transactions.
Trust and Loan Companies Act — T-19.8 489
Market terms and conditions 489 (1) Except as provided in subsections 484(4) to (6), any transaction entered into with a related party of the company shall be on terms and conditions that are at least as favourable to the company as market terms and conditions. Meaning of market terms and conditions (2) For the purposes of subsection (1), market terms and conditions means (a) in respect of a service or a loan facility or a deposit facility offered to the public by the company in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the company in the ordinary course of business; and (b) in respect of any other transaction, (i) terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm’s length and who are acting prudently, knowledgeably and willingly, or (ii) if the transaction is one that would not reasonably be expected to occur in an open market between parties who are at arm’s length, terms and conditions, including those relating to price, rent or interest rate, that would reasonably be expected to provide the company with fair value, having regard to all the circumstances of the transaction, and that would be consistent with the parties to the transaction acting prudently, knowledgeably and willingly. 1991, c. 45, s. 489; 2001, c. 9, s. 553
Trust and Loan Companies Act — T-19.8 490 and 491
490 and 491 [Repealed, 1997, c. 15, s. 404]
Trust and Loan Companies Act — T-19.8 492
Company obligation 492 (1) Where, in respect of any proposed transaction permitted by this Part, other than those referred to in section 478, a company has reason to believe that the other party to the transaction is a related party of the company, the company shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the company. Reliance on information (2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information.
Trust and Loan Companies Act — T-19.8 493
Notice to Superintendent 493 Where a company has entered into a transaction that the company is prohibited by this Part from entering into, or where a company has entered into a transaction for which approval is required under subsection 485(1) without having obtained the approval, the company shall, on becoming aware of that fact, notify the Superintendent without delay. 1991, c. 45, s. 493; 1997, c. 15, s. 405
Trust and Loan Companies Act — T-19.8 494
Order to void contract or to grant other remedy 494 (1) If a company enters into a transaction that it is prohibited from entering into by this Part, the company or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the company involved in the transaction account to the company for any profit or gain realized or that any director or senior officer of the company who authorized the transaction compensate the company for any loss or damage incurred by the company. Time limit (2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 493 in respect of the transaction is given to the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction. Certificate (3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof. 1991, c. 45, s. 494; 2001, c. 9, s. 554
Trust and Loan Companies Act — T-19.8 495
Required information 495 A company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.
Trust and Loan Companies Act — T-19.8 499
Names of directors and auditors 499 (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; (b) the mailing address of each director holding office immediately following the meeting; (c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member; (d) the affiliation, within the meaning of section 166, with the company of each director referred to in paragraph (a); (e) the names of the directors referred to in paragraph (a) who are officers or employees of the company or any affiliate of the company, and the positions they occupy; (f) the name of each committee of the company on which each director referred to in paragraph (a) serves; (g) the date of expiration of the term of each director referred to in paragraph (a); and (h) the name, address and date of appointment of the auditor of the company. Changes (2) Where (a) any information relating to a director or auditor of a company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c) or (d), becomes inaccurate or incomplete, (b) a vacancy in the position of auditor of the company occurs or is filled by another person, or (c) a vacancy on the board of directors of the company occurs or is filled, the company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.
Trust and Loan Companies Act — T-19.8 500
Copy of by-laws 500 A company shall send to the Superintendent, within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment. 1991, c. 45, s. 500; 2001, c. 9, s. 556
Trust and Loan Companies Act — T-19.8 501
Register of companies 501 (1) The Superintendent shall, in respect of each company for which an order approving the commencement and carrying on of business has been made, cause a register to be maintained containing a copy of (a) the incorporating instrument of the company; and (b) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in the latest return sent to the Superintendent under section 499. Form (2) The register may be maintained in (a) a bound or loose-leaf form or in a photographic film form; or (b) a 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. Access (3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it. Evidence (4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent. 1991, c. 45, s. 501; 2001, c. 9, s. 556