GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 70
Holding of own shares 70 Except as provided in sections 71 to 74, or unless permitted by the regulations, a bank shall not (a) hold shares of the bank or of any body corporate that controls the bank; (b) hold any ownership interests of any unincorporated entity that controls the bank; (c) permit any of its subsidiaries to hold any shares of the bank or of any body corporate that controls the bank; (c.1) if the bank is a federal credit union, permit any of its subsidiaries to hold any membership shares of the federal credit union, other than the minimum number of membership shares required by the by-laws of the federal credit union to qualify for membership in it, if any; or (d) permit any of its subsidiaries to hold any ownership interests of any unincorporated entity that controls the bank. 1991, c. 46, s. 70; 2010, c. 12, s. 1936
Bank Act — B-1.01 71
Purchase and redemption of shares and membership shares 71 (1) Subject to subsection (2) and to its by-laws, a bank may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares or membership shares issued by it, or redeem any redeemable shares or membership shares issued by it at prices not exceeding the redemption price for the shares or membership shares calculated according to a formula stated in its by-laws or the conditions attaching to the shares or membership shares. Restrictions on purchase and redemption (2) A bank must not make any payment to purchase or redeem any shares or membership shares issued by it if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3). Donated shares and membership shares (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share or membership share except in accordance with section 75. 1991, c. 46, s. 71; 2010, c. 12, s. 1937
Bank Act — B-1.01 72
Holding as personal representative 72 (1) A bank may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the bank — or, if the bank is a federal credit union, membership shares of the federal credit union — or of any body corporate that controls the bank or ownership interests in any unincorporated entity that controls the bank, but only if the bank or the subsidiary does not have a beneficial interest in the shares, membership shares or ownership interests. Security interest (2) A bank may, and may permit its subsidiaries to, by way of a security interest (a) hold shares of the bank or of any body corporate that controls the bank, or (b) hold any ownership interests of any entity that controls the bank, where the security interest is nominal or immaterial when measured by criteria established by the bank that have been approved in writing by the Superintendent. Saving (3) Nothing in subsection (2) precludes a bank that was in existence immediately prior to the day this Part comes into force, or any of its subsidiaries, from holding any security interest held immediately prior to the coming into force of this Part. 1991, c. 46, s. 72; 2005, c. 54, s. 10(F); 2010, c. 12, s. 1938
Bank Act — B-1.01 72.1
Exception — conditions before acquisition 72.1 (1) A bank may permit any of its subsidiaries to acquire shares of the bank through the issuance of those shares by the bank to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares. Conditions after acquisition (2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met. Non-compliance with conditions (3) If a bank permits any of its subsidiaries to acquire shares of the bank under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 16 and subsection 66(2), the bank must comply with the prescribed requirements. 2007, c. 6, s. 9
Bank Act — B-1.01 73
Cancellation of shares and membership shares 73 (1) Subject to subsection (2), if a bank purchases shares of the bank or fractions of shares, or membership shares of the bank, or redeems or otherwise acquires shares or membership shares of the bank, the bank must cancel those shares or membership shares. Requirement to sell (2) Where a bank or any of its subsidiaries, through the realization of security, acquires any shares of the bank or of any body corporate that controls the bank or any ownership interests in an unincorporated entity that controls the bank, the bank shall, or shall cause its subsidiaries to, as the case may be, within six months after the day of the realization, sell or otherwise dispose of the shares or ownership interests. 1991, c. 46, s. 73; 2010, c. 12, s. 1939
Bank Act — B-1.01 74
Subsidiary holding shares 74 Subject to the regulations, a bank that was in existence immediately prior to the day this Part comes into force shall cause any subsidiary of the bank that holds shares of the bank, or of any body corporate that controls the bank, or any ownership interests of any unincorporated entity that controls the bank to sell or otherwise dispose of those shares or ownership interests within six months after the day this section comes into force.
Bank Act — B-1.01 75
Reduction of capital 75 (1) The stated capital of a bank that is not a federal credit union may be reduced by special resolution. Reduction of capital — federal credit unions (1.1) The stated capital of a federal credit union may be reduced by special resolution of its members and, if it has issued shares, by a separate special resolution of the shareholders, the class of shareholders or the holders of the series of shares that is affected by the special resolution. Limitation (2) A bank shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the bank is, or the reduction would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made pursuant to subsection 485(3). Contents of special resolution (3) A special resolution to reduce the stated capital of a bank shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted. Approval by Superintendent (4) A special resolution to reduce the stated capital of a bank has no effect until it is approved in writing by the Superintendent. Exception (4.1) Subsection (4) does not apply if (a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 308(4); and (b) there is to be no return of capital to shareholders or members, as the case may be, as a result of the reduction. Conditions for approval (5) No approval to reduce the stated capital of a bank may be given by the Superintendent unless application therefor is made within three months after the time of the passing of the special resolution and a copy of the special resolution, together with a notice of intention to apply for approval, has been published in the Canada Gazette . Statements to be submitted (6) In addition to evidence of the passing of a special resolution to reduce the stated capital of a bank and of the publication thereof, statements showing (a) the number of the bank’s shares or membership shares, as the case may be, issued and outstanding, (b) the results of the voting, (c) the bank’s assets and liabilities, and (d) the reason why the bank seeks the reduction of capital shall be submitted to the Superintendent at the time of the application for approval of the special resolution. 1991, c. 46, s. 75; 2007, c. 6, s. 10; 2010, c. 12, s. 1940
Bank Act — B-1.01 76
Recovery by action 76 (1) If any money or property was paid or distributed to a shareholder, member or other person as a consequence of a reduction of capital made contrary to section 75, a creditor of the bank may apply to a court for an order compelling the shareholder, member or other person to pay the money or deliver the property to the bank. Shares and membership shares held by personal representative (2) No person holding shares or membership shares in the capacity of a personal representative and registered on the records of the bank as a shareholder or member and described in those records as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection. Limitation (3) An action to enforce a liability imposed by subsection (1) may not be commenced more than two years after the date of the act complained of. Remedy preserved (4) This section does not affect any liability that arises under section 207. 1991, c. 46, s. 76; 2010, c. 12, s. 1941
Bank Act — B-1.01 77
Adjustment of stated capital account 77 (1) On a purchase, redemption or other acquisition by a bank of shares or fractions of shares, or of membership shares, issued by it, other than shares or membership shares acquired under section 72 or acquired through the realization of security and sold under subsection 73(2), the bank must deduct from the stated capital account maintained for the class or series of shares, or for the membership shares, as the case may be, so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series, or in respect of the membership shares, as the case may be, by the number of shares of that class or series, or the number of membership shares, as the case may be, so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series, or the number of membership shares, as the case may be, outstanding immediately before the purchase, redemption or other acquisition. Idem (2) A bank shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 75. Shares converted to another class (3) On a conversion of outstanding shares of a bank into shares of another class or series, or on a change of outstanding shares of the bank into shares of another class or series, the bank shall (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and (b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed. Stated capital of convertible shares (4) For the purposes of subsection (3) and subject to the bank’s by-laws, where a bank issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion. Conversion or change of shares (5) Shares issued by a bank and converted into shares of another class or series, or changed under subsection 192.03(1) or 217(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed. 1991, c. 46, s. 77; 2010, c. 12, s. 1942
Bank Act — B-1.01 78
Addition to stated capital account 78 On a conversion of any debt obligation of a bank into shares of a class or series of shares, or into membership shares, the bank must (a) deduct from the liabilities of the bank the nominal value of the debt obligation being converted; and (b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares, or for the membership shares, as the case may be, into which the debt obligation has been converted. 1991, c. 46, s. 78; 2010, c. 12, s. 1943
Bank Act — B-1.01 79
Declaration of dividend or patronage allocation 79 (1) The directors of a bank may declare and a bank may pay a dividend or patronage allocation by issuing fully paid shares or, subject to subsection 79.2(1), membership shares of the bank or options or rights to acquire fully paid shares or membership shares of the bank and, subject to subsection (4), the directors of a bank may declare and a bank may pay a dividend or patronage allocation in money or property, and if a dividend or patronage allocation is to be paid in money, the dividend may be paid in a currency other than the currency of Canada. Notice to Superintendent (2) The directors of a bank shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment. Stated capital account (3) If shares or membership shares of a bank are issued in payment of a dividend or patronage allocation, the bank must record in the stated capital account maintained or to be maintained for the shares of the class or series, or for the membership shares, issued in payment of the dividend or patronage allocation the declared amount of the dividend or patronage allocation stated as an amount of money. When dividend or patronage allocation not to be declared (4) The directors of a bank must not declare and a bank must not pay a dividend or patronage allocation if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3). (5) [Repealed, 2007, c. 6, s. 11] 1991, c. 46, s. 79; 2001, c. 9, s. 61; 2007, c. 6, s. 11; 2010, c. 12, s. 1944
Bank Act — B-1.01 79.1
Membership shares 79.1 (1) A federal credit union may have only one class of membership shares in which the rights of their holders are equal in all respects, and those rights include the right to receive (a) dividends declared on those membership shares; and (b) the remaining property of the federal credit union on dissolution. Consideration for membership share (2) No membership share of a federal credit union is to be issued until it is fully paid for in money or, with the approval of the Superintendent, in property. Other currencies (3) When issuing membership shares, a federal credit union may provide that any aspect of the membership shares relating to money or involving the payment of or the liability to pay money be in a currency other than the currency of Canada. 2010, c. 12, s. 1945
Bank Act — B-1.01 79.2
Membership shares 79.2 (1) Membership shares may be held only by members. No right to vote (2) The right to vote attaches to membership and not to a membership share. Preferences, rights, etc. (3) A federal credit union’s letters patent or by-laws may not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided for by this Act. 2010, c. 12, s. 1945
Bank Act — B-1.01 79.3
Issue of certificates 79.3 (1) The by-laws of a federal credit union may provide that no membership share certificates need be issued and, if they so provide, the federal credit union must, on the request of a member, issue a statement of the number of membership shares held by the member. Certificates (2) The face of each certificate that the federal credit union issues in respect of membership shares must contain (a) the name of the federal credit union; (b) a statement that the federal credit union is subject to this Act; (c) the name of the person to whom it is issued; (d) a statement that the certificate represents membership shares in the federal credit union, and the number of the membership shares represented by the certificate; (e) a statement that the certificate is transferable only in accordance with this Act; and (f) a statement that there is a charge on the membership shares represented by the certificate in favour of the federal credit union for any indebtedness of the member to the federal credit union. 2010, c. 12, s. 1945
Bank Act — B-1.01 79.4
Authorized capital 79.4 The membership shares of a federal credit union must be issued with no par value, and its by-laws must specify any limit on the number of membership shares and set out the formula to be used to determine the value of the membership shares. 2010, c. 12, s. 1945
Bank Act — B-1.01 79.5
Membership shares non-assessable 79.5 Membership shares issued by a federal credit union are non-assessable, and their holders are not liable to the federal credit union or to its creditors in respect of those membership shares. 2010, c. 12, s. 1945
Bank Act — B-1.01 79.6
Continued body corporate 79.6 A body corporate that is continued as a federal credit union under this Act and that is not in compliance with section 79.1 on the date letters patent continuing it as a federal credit union are issued must, within 12 months after that date, redesignate a class of its shares to comply with that section. 2010, c. 12, s. 1945
Bank Act — B-1.01 80
Restriction on subordinated indebtedness 80 (1) A bank shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property. References to subordinated indebtedness (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a bank refer to the subordinated indebtedness otherwise than as subordinated indebtedness. Deemed not to be a deposit (3) Subordinated indebtedness issued by a bank is deemed not to be a deposit. Other currencies (4) When issuing subordinated indebtedness, a bank may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.
Bank Act — B-1.01 81
Definitions 81 In this section and sections 82 to 135, adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition ) bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi ) clearing agency means a person designated as a recognized clearing agency by the Superintendent; ( agence de compensation et de dépôt ) delivery means voluntary transfer of possession; ( livraison ou remise ) fungible , in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles ) genuine means free of forgery or counterfeit; ( authentique ) good faith means honesty in fact in the conduct of the transaction concerned; ( bonne foi ) over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; ( émission excédentaire ) purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) security or security certificate means an instrument issued by a bank that is (a) in bearer, order or registered form, (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (c) one of a class or series or by its terms divisible into a class or series of instruments, and (d) evidence of a share, participation or other interest in or obligation of a bank, but does not include an instrument evidencing a deposit or, in the case of a federal credit union, a membership share; ( valeur mobilière ou certificat de valeur mobilière ) securities broker means a person who is engaged for all or part of the person’s time in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to, a customer; ( courtier ) trust indenture has the meaning given that expression by section 294; ( acte de fiducie ) unauthorized , in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery; ( non autorisé ) uncertificated security means a security, not evidenced by a security certificate, the issue and any transfer of which is registered or recorded in records maintained for that purpose by or on behalf of a bank; ( valeur mobilière sans certificat ) valid means issued in accordance with the applicable law or validated under section 97. ( valide ) 1991, c. 46, s. 81; 2010, c. 12, s. 1946
Bank Act — B-1.01
adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition )
Bank Act — B-1.01
bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi )
Bank Act — B-1.01
clearing agency means a person designated as a recognized clearing agency by the Superintendent; ( agence de compensation et de dépôt )
Bank Act — B-1.01
delivery means voluntary transfer of possession; ( livraison ou remise )
Bank Act — B-1.01
fungible , in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles )
Bank Act — B-1.01
genuine means free of forgery or counterfeit; ( authentique )
Bank Act — B-1.01
good faith means honesty in fact in the conduct of the transaction concerned; ( bonne foi )
Bank Act — B-1.01
over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; ( émission excédentaire )
Bank Act — B-1.01
purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur )
Bank Act — B-1.01 (a)
security or security certificate means an instrument issued by a bank that is (a) in bearer, order or registered form, (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (c) one of a class or series or by its terms divisible into a class or series of instruments, and (d) evidence of a share, participation or other interest in or obligation of a bank, but does not include an instrument evidencing a deposit or, in the case of a federal credit union, a membership share; ( valeur mobilière ou certificat de valeur mobilière )
Bank Act — B-1.01
securities broker means a person who is engaged for all or part of the person’s time in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to, a customer; ( courtier )
Bank Act — B-1.01
trust indenture has the meaning given that expression by section 294; ( acte de fiducie )