GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 388
Matters for consideration 388 (1) Subject to subsection (2), if an application for an approval under section 375 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company; (c) the business record and experience of the applicant or applicants; (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity; (e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution; (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and (g) the best interests of the financial system in Canada. National treatment (2) Where a transaction in respect of which subsection 375(1) or (2) applies would cause a company to become a subsidiary of a foreign institution that is engaged in the trust and loan business, that does not have any other company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary. Part XII of the Bank Act (3) Nothing in subsection (1) or (2) affects the operation of Part XII of the Bank Act . 1991, c. 45, s. 388; 1999, c. 28, s. 140; 2001, c. 9, s. 526
Trust and Loan Companies Act — T-19.8 389
Terms and conditions 389 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. 45, s. 389; 2001, c. 9, s. 527
Trust and Loan Companies Act — T-19.8 390
Certifying receipt of application 390 (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. 45, s. 390; 2001, c. 9, s. 528
Trust and Loan Companies Act — T-19.8 391
Notice of decision to applicant 391 (1) Subject to subsections (2) and (3) and 392(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 390(1), send to the applicant (a) a notice approving the transaction to which the application relates; or (b) where 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 392(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 390(1) in the following cases: (a) the application involves the acquisition of control of a company; (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 396(3). Extension of period for notice (3) Where 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 such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant. Idem (4) Where 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. 45, s. 391; 2012, c. 31, s. 103
Trust and Loan Companies Act — T-19.8 392
Reasonable opportunity to make representations 392 (1) Where, after receipt of the notice referred to in paragraph 391(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as 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 391(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 shall 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. 45, s. 392; 2012, c. 31, s. 104(E)
Trust and Loan Companies Act — T-19.8 393
Notice of decision 393 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 392(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 share transaction to which the application relates. Idem (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 392(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 share transaction to which the application relates.
Trust and Loan Companies Act — T-19.8 394
Deemed approval 394 Where the Minister does not send a notice under subsection 391(1) or (3) or 393(1) within the period provided for in those subsections, the Minister is deemed to have approved the share transaction to which the application relates.
Trust and Loan Companies Act — T-19.8 394.1 and 395
394.1 and 395 [Repealed, 1994, c. 47, s. 207]
Trust and Loan Companies Act — T-19.8 396
Constraining registration: Crown and foreign governments 396 (1) No company shall record in its securities register a transfer or issue of any share of the company to (a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or (b) the government of a foreign country or any political subdivision thereof, or any agent or agency thereof. Exception (2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company 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 that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution. Exception (3) Despite subsection (1), a company may, with the Minister’s approval, record in its securities register the issue of any share of the company to an eligible agent. Application made jointly (4) The application for the approval referred to in subsection (3) must be made jointly by the company and the eligible agent. Matters for consideration (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 388(1)(a) to (g). Consequence of revocation of approval (6) If an approval referred to in subsection (3) is revoked, the company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent. Disposition of shareholdings (7) If a company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order. Representations (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction. Appeal (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 530. 1991, c. 45, s. 396; 2012, c. 5, s. 165, c. 19, s. 328, c. 31, s. 105
Trust and Loan Companies Act — T-19.8 397 and 398
397 and 398 [Repealed, 1994, c. 47, s. 208]
Trust and Loan Companies Act — T-19.8 399
399 (1) [Repealed, 1994, c. 47, s. 209] Suspension of voting rights held by governments (2) Notwithstanding section 151, where any voting shares of a company are 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, no person shall, in person or by proxy, exercise the voting rights attached to those shares. Exception (2.1) Subsection (2) does not apply 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 shares referred to in subsection (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution. Transitional (3) Subsection (2) does not apply in respect of a government or agency referred to in that subsection that, on September 27, 1990, beneficially owned shares of a former-Act company where the exercise of the voting rights attached to those shares was not prohibited under subsection 41(2) of the Trust Companies Act or subsection 48(2) of the Loan Companies Act , as those subsections read immediately prior to June 1, 1992. Transitional (4) Subsection (3) ceases to apply where a government or agency referred to in that subsection acquires beneficial ownership of any additional voting shares of the former-Act company in such number that the percentage of the voting rights attached to all of the voting shares of the former-Act company beneficially owned by the government or agency is greater than the percentage of the voting rights attached to all of the voting shares of the former-Act company that were beneficially owned by the government or agency on September 27, 1990. Exception — eligible agent (5) Subsection (2) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 396(3). Consequence of suspension of approval (6) If an approval referred to in subsection 396(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the company that is beneficially owned by the eligible agent. 1991, c. 45, s. 399; 1994, c. 47, s. 209; 2012, c. 5, s. 166, c. 19, s. 329, c. 31, s. 106
Trust and Loan Companies Act — T-19.8 400 and 400.1
400 and 400.1 [Repealed, 1994, c. 47, s. 210]
Trust and Loan Companies Act — T-19.8 401
Disposition of shareholdings 401 (1) If, with respect to any company, a person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any terms and conditions imposed under section 389, the Minister may, if the Minister deems it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the company 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. Representations (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the company 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 530. (4) [Repealed, 2001, c. 9, s. 529] 1991, c. 45, s. 401; 1996, c. 6, s. 119; 2001, c. 9, s. 529
Trust and Loan Companies Act — T-19.8 401.1
Disposition — threat to integrity or security 401.1 (1) If the Minister is of the opinion that a person’s holding or beneficial ownership of shares of a company poses a threat to the integrity or security of the company 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 dispose of any number of shares of the company 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 that subsection until the 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 company 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 subsection (1). 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, 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 530. 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. 520
Trust and Loan Companies Act — T-19.8 402
Application to court 402 (1) If a person fails to comply with a direction made under subsection 396(7), 401(1) or 401.1(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 such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the company concerned to sell the 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. 45, s. 402; 2012, c. 31, s. 107 2023, c. 26, s. 521
Trust and Loan Companies Act — T-19.8 403
Interest of securities underwriter 403 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.
Trust and Loan Companies Act — T-19.8 404
Arrangements to effect compliance 404 (1) The directors of a company 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 of the company is held to submit a declaration setting out (i) the beneficial ownership of the share, and (ii) such other information as the directors deem relevant for the purposes of this Part; (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that 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 company to obtain from any person in whose name a share of the company 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; and (b) such other related matters as are specified by the Superintendent. Compliance required (3) As soon as possible after receipt by a company of a direction under subsection (2), (a) the company shall comply with the direction; and (b) every person who is requested by the company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request. Outstanding declaration: effect (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, a company may refuse to issue the share or register the transfer unless the required declaration is submitted.
Trust and Loan Companies Act — T-19.8 405
Reliance on information 405 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 a declaration required by the directors pursuant to section 404 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 company or any such person for anything done or omitted to be done in good faith in reliance on any such information.
Trust and Loan Companies Act — T-19.8 407
Exemption regulations 407 The Governor in Council may, by regulation, exempt from any of the provisions of this Part any share transaction or any class of share transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner’s family, or to one or more trustees on their behalf.
Trust and Loan Companies Act — T-19.8 408
Competition Act 408 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act .
Trust and Loan Companies Act — T-19.8 409
Main business 409 (1) Subject to this Act, a company shall not engage in or carry on any business other than such business generally as appertains to the business of providing financial services. Idem (2) For greater certainty, a company may (a) subject to section 412, act as a trustee; (b) act as a financial agent, receiver, liquidator or sequestrator; (c) provide investment counselling services and portfolio management services; and (d) issue payment, credit or charge cards and, in cooperation with others including other financial institutions, operate a payment, credit or charge card plan. 1991, c. 45, s. 409; 2009, c. 2, s. 289(F)
Trust and Loan Companies Act — T-19.8 411
Networking 411 Subject to section 416, a company 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 449(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. 1991, c. 45, s. 411; 2001, c. 9, s. 531
Trust and Loan Companies Act — T-19.8 412
Restriction on fiduciary activities 412 No company, other than a company that is a trust company pursuant to subsection 57(2), 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.