GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 233
Joint application to Minister 233 (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 231(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 231(4) or the approval of the directors in accordance with subsection 232(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one company. Conditions precedent to application (2) No application for the issue of letters patent 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 each applicant is situated; and (b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations. Application of sections 22 to 25 (3) If two or more bodies corporate, none of which is a company, apply for letters patent under subsection (1), sections 22 to 25 apply in respect of the application with any modifications that the circumstances require. Matters for consideration (4) Before issuing letters patent of amalgamation continuing the applicants as one company, the Minister shall take into account all matters that the Minister considers relevant to the application, including (a) the sources of continuing financial support for the amalgamated company; (b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated company; (c) the business record and experience of the applicants; (d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity; (e) whether the amalgamated 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 operations and businesses of the applicants on the conduct of those operations and businesses; and (g) the best interests of the financial system in Canada. 1991, c. 45, s. 233; 2001, c. 9, s. 509
Trust and Loan Companies Act — T-19.8 234
Issue of letters patent 234 (1) Where an application has been made to the Minister in accordance with section 233, the Minister may issue letters patent of amalgamation continuing the applicants as one company. Letters patent (2) Where letters patent are issued pursuant to this section, section 27 applies with such modifications as the circumstances require in respect of the issue of the letters patent. Publication of notice (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).
Trust and Loan Companies Act — T-19.8 234.1
Court enforcement 234.1 (1) If a company or any director, officer, employee or agent of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Appeal (2) 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. 2001, c. 9, s. 510
Trust and Loan Companies Act — T-19.8 235
Effect of letters patent 235 (1) On the day provided for in the letters patent issued under section 234 (a) the amalgamation of the applicants and their continuance as one company becomes effective; (b) the property of each applicant continues to be the property of the amalgamated company; (c) the amalgamated company continues to be liable for the obligations of each applicant; (d) any existing cause of action, claim or liability to prosecution is unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company; (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company; (g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated company; and (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company. Minutes (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company.
Trust and Loan Companies Act — T-19.8 237
Sale by company 237 (1) A company 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 company. Sale agreement (2) An agreement of purchase and sale (in subsection (3), section 238, subsections 239(1) and (4) and section 241 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. Meaning of authorized foreign bank (4) In this section, authorized foreign bank has the meaning assigned to that expression by section 2 of the Bank Act . 1991, c. 45, s. 237; 1999, c. 28, s. 139
Trust and Loan Companies Act — T-19.8 238
Agreement to Superintendent 238 A sale agreement must be submitted to the Superintendent before it is sent to shareholders of the selling company under subsection 239(1). 1991, c. 45, s. 238; 2007, c. 6, s. 350
Trust and Loan Companies Act — T-19.8 239
Shareholder approval 239 (1) The directors of a selling company shall submit a sale agreement for approval to a meeting of the holders of shares of the company and, subject to subsection (3), to the holders of each class or series of shares of the company. Right to vote (2) Each share of a selling company carries the right to vote in respect of a sale referred to in subsection 237(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 company are entitled to vote separately as a class or series in respect of a sale referred to in subsection 237(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 pursuant to subsection (3), of the selling company have approved the sale by special resolution.
Trust and Loan Companies Act — T-19.8 240
Abandoning sale 240 Where a special resolution approving a sale under subsection 239(4) so states, the directors of a selling company may, subject to the rights of third parties, abandon the sale without further approval of the shareholders.
Trust and Loan Companies Act — T-19.8 241
Application to Minister 241 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 240, the selling company shall, within three months after the approval of the sale agreement in accordance with subsection 239(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 company is situated; (b) the application is supported by satisfactory evidence that the selling company has complied with the requirements of sections 237 to 240 and this section; and (c) where the selling company is a trust company pursuant to subsection 57(2), the application is supported by satisfactory evidence that the selling company has made such arrangements as may be necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the selling company, other than assets held in respect of guaranteed trust money. 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. Idem (5) Where a selling company is a trust company pursuant to subsection 57(2), the Minister shall not approve the sale agreement until the Minister is satisfied that the selling company has made satisfactory arrangements for the protection of persons in relation to whom the selling company was acting in a fiduciary capacity.
Trust and Loan Companies Act — T-19.8 242
Head office 242 (1) A company 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 company 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 company 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. 45, s. 242; 2005, c. 54, s. 414
Trust and Loan Companies Act — T-19.8 243
Company records 243 (1) A company shall prepare and maintain records containing (a) its incorporating instrument and the by-laws of the company and all amendments thereto; (b) minutes of meetings and resolutions of shareholders; (c) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 499; (d) particulars of any authorizations, designations, conditions and limitations established by the Superintendent under subsection 57(1), (3) or (4) or 58(1) that are from time to time applicable to the company; and (e) particulars of exceptions granted under section 37 or 236 that are from time to time applicable to the company. Additional records (2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate (a) corporate accounting records; (b) records containing minutes of meetings and resolutions of the directors and any committee thereof; (c) records relating to fiduciary activities of the company; and (d) records showing, for each customer of the company, on a daily basis, particulars of the transactions between the company and that customer and the balance owing to or by the company in respect of that customer. Former-Act and continued companies (3) For the purposes of paragraph (1)(b) and subsection (2), (a) in the case of a body corporate continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued; (b) in the case of a body corporate amalgamated and continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and (c) in the case of a former-Act company, “records” includes similar records required by law to be maintained by the company before the coming into force of this section. 1991, c. 45, s. 243; 1997, c. 15, s. 365(E); 2007, c. 6, s. 351(E)
Trust and Loan Companies Act — T-19.8 244
Place of records 244 (1) The records described in section 243 shall be kept at the head office of the company 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 243 are not kept at the head office of a company, the company 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 company outside Canada or in respect of customers of such a branch. Exception (3.1) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity. Inspection (4) The records described in section 243, other than those described in paragraph 243(2)(d), shall at all reasonable times be open to inspection by the directors. Access to company records (5) Shareholders and creditors of a company and their personal representatives may examine the records referred to in subsection 243(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made. Electronic access (5.1) A company may make the information contained in records referred to in subsection 243(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 of a company 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 company. 1991, c. 45, s. 244; 2001, c. 9, s. 511; 2005, c. 54, s. 415 2020, c. 1, s. 154
Trust and Loan Companies Act — T-19.8 245
Shareholder lists 245 (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall 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 247, 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 (3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company, any person — is entitled to a basic list of shareholders of the company. Basic list (4) A basic list of shareholders of a company consists of a list of shareholders 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 of the company; (b) the number of shares owned by each shareholder; and (c) the address of each shareholder as shown in the records of the company. Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. When supplemental lists to be furnished (6) A company 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. 45, s. 245; 2005, c. 54, s. 416; 2007, c. 6, ss. 352(E), 451(E)
Trust and Loan Companies Act — T-19.8 246
Option holders 246 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.
Trust and Loan Companies Act — T-19.8 247
Use of shareholder list 247 A list of shareholders obtained under section 245 shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the company; (b) an offer to acquire shares of the company; or (c) any other matter relating to the affairs of the company.
Trust and Loan Companies Act — T-19.8 248
Form of records 248 (1) A register or other record required or authorized by this Act to be prepared and maintained by a company (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 251, a company 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.
Trust and Loan Companies Act — T-19.8 249
Protection of records 249 A company 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.
Trust and Loan Companies Act — T-19.8 250
Requirement to maintain copies and process information in Canada 250 (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 company to maintain, in another country, copies of records referred to in section 243 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities 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 company to do any of those activities in another country — the Superintendent shall direct the company 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 company referred to in subsection 244(3.1) or 256(3) maintains records referred to in section 243 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the company 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 company not to maintain a copy of those records or register at any place in Canada. Company to comply (2) A company shall without delay comply with any order issued under subsection (1) or (1.1). 1991, c. 45, s. 250; 2001, c. 9, s. 512; 2005, c. 54, s. 417; 2007, c. 6, s. 353 2020, c. 1, s. 155
Trust and Loan Companies Act — T-19.8 251
Retention of records 251 (1) A company shall retain (a) the records of the company referred to in subsection 243(1); (b) any record of the company referred to in paragraph 243(2)(a) or (b); and (c) the central securities register referred to in subsection 253(1). Idem (2) A company shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the company has paid an amount to the Bank of Canada pursuant to section 424 until the Bank of Canada notifies the company 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 248(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 company from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 424 applies.
Trust and Loan Companies Act — T-19.8 252
Regulations 252 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company, 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 250(1.1)(a). 1991, c. 45, s. 252 2020, c. 1, s. 156
Trust and Loan Companies Act — T-19.8 254
Branch registers 254 A company may establish as many branch securities registers as it considers necessary.
Trust and Loan Companies Act — T-19.8 255
Agents 255 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.
Trust and Loan Companies Act — T-19.8 256
Location of central securities register 256 (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company. Location of branch securities register (2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company. Exception (3) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity. 1991, c. 45, s. 256 2020, c. 1, s. 157
Trust and Loan Companies Act — T-19.8 257
Effect of registration 257 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.