GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 456
Temporary investments in entity 456 (1) Subject to subsection (4), a company may, by way of a temporary investment, acquire control of, or acquire or increase a substantial investment in, an entity but, within two years, or any other period that may be specified or approved by the Superintendent, after acquiring control or after acquiring or increasing the substantial investment, as the case may be, it shall do all things necessary to ensure that it no longer controls the entity or has a substantial investment in the entity. Transitional (2) Despite subsection (1), if a company that was in existence immediately before June 1, 1992 had an investment in an entity on September 27, 1990 that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of a temporary investment, the company shall, within two years, or any other period that is specified or approved by the Superintendent, after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990. Extension (3) The Superintendent may, in the case of any particular company that makes an application under this subsection, extend the period of two years, or the other period specified or approved by the Superintendent, that is referred to in subsection (1) or (2) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary. Temporary investment (4) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 453(5) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment, (a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or (b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity. Indeterminate extension (5) If a company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 453(6) if the company had acquired the control, or acquired or increased the substantial investment, under section 453, the Superintendent may, on application, permit the company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate. 1991, c. 45, s. 456; 2001, c. 9, s. 550; 2007, c. 6, s. 372
Trust and Loan Companies Act — T-19.8 458
Realizations 458 (1) Despite anything in this Act, a company may acquire (a) an investment in a body corporate, (b) an interest in an unincorporated entity, or (c) an interest in real property, if the investment or interest is acquired through the realization of a security interest held by the company or any of its subsidiaries. Disposition (2) Subject to subsection 76(2), if a company acquires control of, or acquires a substantial investment in, an entity by way of the realization of a security interest held by the company or any of its subsidiaries, the company shall, within five years after the day on which control or the substantial investment is acquired, do all things necessary, or cause its subsidiary to do all things necessary, as the case may be, to ensure that the company no longer controls the entity or has a substantial investment in the entity. Transitional (3) Despite subsection (2), if a company that was in existence immediately before June 1, 1992 had an investment in an entity on September 27, 1990 that is a substantial investment within the meaning of section 10 and the company later increases that substantial investment by way of a realization of a security interest under subsection (1), the company shall, within five years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990. Extension (4) The Superintendent may, in the case of any particular company that makes an application under this subsection, extend the period of five years referred to in subsection (2) or (3) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary. Exception (5) If, under subsection (1), a company acquires control of, or acquires or increases a substantial investment in, an entity that it would otherwise be permitted to acquire or increase under section 453, the company may retain control of the entity or continue to hold the substantial investment for an indeterminate period if the approval in writing of the Minister is obtained before the end of the period referred to in subsection (2) or (3), including any extension of it granted under subsection (4). 1991, c. 45, s. 458; 1997, c. 15, s. 390; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 459
Regulations restricting ownership 459 The Governor in Council may make regulations (a) for the purposes of subsection 453(4), permitting the acquisition of control or the acquisition or increase of substantial investments, or prescribing the circumstances under which that subsection does not apply or the companies or other entities in respect of which that subsection does not apply, including prescribing companies or other entities on the basis of the activities they engage in; (b) for the purposes of subsection 453(5) or (6), permitting the acquisition of control or the acquisition or increase of substantial investments, or prescribing the circumstances under which either of those subsections does not apply or the companies or other entities in respect of which either of those subsections does not apply, including prescribing companies or other entities on the basis of the activities they engage in; (c) for the purposes of subsection 453(10), permitting a company to give up control of an entity; and (d) restricting the ownership by a company of shares of a body corporate or of ownership interests in an unincorporated entity under sections 453 to 458 and imposing terms and conditions applicable to companies that own such shares or interests. 1991, c. 45, s. 459; 1997, c. 15, s. 391; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 460
Exclusion from portfolio limits 460 (1) Subject to subsection (3), the value of all loans, investments and interests acquired by a company and any of its prescribed subsidiaries under section 457 or as a result of a realization of a security interest is not to be included in calculating the value of loans, investments and interests of the company and its prescribed subsidiaries under sections 461 to 466 (a) for a period of twelve years following the day on which the interest was acquired, in the case of an interest in real property; and (b) for a period of five years after the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property. Extension (2) The Superintendent may, in the case of any particular company, extend any period referred to in subsection (1) for any further period or periods, and on any terms and conditions, that the Superintendent considers necessary. Exception (3) Subsection (1) does not apply to an investment or interest described in that subsection if the investment or interest is defined by a regulation made under section 467 to be an interest in real property and (a) the company or the subsidiary acquired the investment or interest as a result of the realization of a security interest securing a loan that was defined by a regulation made under section 467 to be an interest in real property; or (b) the company or the subsidiary acquired the investment or interest under section 457 as a result of a default referred to in that section in respect of a loan that was defined by a regulation made under section 467 to be an interest in real property. 1991, c. 45, s. 460; 1997, c. 15, s. 392; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 461
Lending limit: companies with regulatory capital of $25 million or less 461 Subject to section 462, a company that has twenty-five million dollars or less of regulatory capital shall not, and shall not permit its prescribed subsidiaries to, make or acquire a commercial loan or acquire control of a permitted entity that holds commercial loans if the aggregate value of all commercial loans held by the company and its prescribed subsidiaries exceeds, or the making or acquisition of the commercial loan or acquisition of control of the entity would cause the aggregate value of all commercial loans held by the company and its prescribed subsidiaries to exceed, 5 per cent of the total assets of the company. 1991, c. 45, s. 461; 1999, c. 28, s. 142; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 462
Lending limit: regulatory capital over $25 million 462 A company that has twenty-five million dollars or less of regulatory capital that is controlled by a financial institution that has the equivalent of more than twenty-five million dollars of regulatory capital or a company that has more than twenty-five million dollars of regulatory capital may make or acquire commercial loans or acquire control of a permitted entity that holds commercial loans if the aggregate value of all commercial loans held by the company and its prescribed subsidiaries would thereby exceed the limit set out in section 461 only with the prior approval in writing of the Superintendent and in accordance with any terms and conditions that the Superintendent may specify. 1991, c. 45, s. 462; 1999, c. 28, s. 143; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 463
Meaning of total assets 463 For the purposes of sections 461 and 462, total assets , in respect of a company, has the meaning given to that expression by the regulations. 1991, c. 45, s. 463; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 464
Limit on total property interest 464 A company shall not, and shall not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property in which the company or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed the prescribed percentage of the regulatory capital of the company. 1991, c. 45, s. 464; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 465
Limits on equity acquisitions 465 A company shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment, or (b) acquire control of an entity that holds shares or ownership interests referred to in paragraph (a), if the aggregate value of (c) all participating shares, excluding participating shares of permitted entities in which the company has a substantial investment, and (d) all ownership interests in unincorporated entities, other than ownership interests in permitted entities in which the company has a substantial investment, beneficially owned by the company and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company. 1991, c. 45, s. 465; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 466
Aggregate limit 466 A company shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire (i) participating shares of a body corporate, other than those of a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment, (ii) ownership interests in an unincorporated entity, other than ownership interests in a permitted entity in which the company has, or by virtue of the acquisition would have, a substantial investment, or (iii) interests in real property, or (b) make an improvement to real property in which the company or any of its prescribed subsidiaries has an interest if the aggregate value of (c) all participating shares and ownership interests referred to in subparagraphs (a)(i) and (ii) that are beneficially owned by the company and its prescribed subsidiaries, and (d) all interests of the company in real property referred to in subparagraph (a)(iii) exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company. 1991, c. 45, s. 466; 1997, c. 15, s. 393; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 467
Regulations 467 For the purposes of this Part, the Governor in Council may make regulations (a) defining the interests of a company in real property; (b) determining the method of valuing those interests; or (c) exempting classes of companies from the application of sections 464, 465 and 466. 1991, c. 45, s. 467; 1997, c. 15, s. 394; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 468
Divestment order 468 (1) The Superintendent may, by order, direct a company to dispose of, within any period that the Superintendent considers reasonable, any loan, investment or interest made or acquired in contravention of this Part. Divestment order (2) If, in the opinion of the Superintendent, (a) an investment by a company or any entity it controls in shares of a body corporate or in ownership interests in an unincorporated entity enables the company to control the body corporate or the unincorporated entity, or (b) the company or any entity it controls has entered into an arrangement whereby it or its nominee may veto any proposal put before (i) the board of directors of a body corporate, or (ii) a similar group or committee of an unincorporated entity, or whereby no proposal may be approved except with the consent of the company, the entity it controls or the nominee, the Superintendent may, by order, require the company, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the company no longer controls the body corporate or unincorporated entity or has the ability to veto or otherwise defeat any proposal referred to in paragraph (b). Divestment order (3) If (a) a company (i) fails to provide or obtain within a reasonable time the undertakings referred to in subsection 455(1), (2) or (4), or (ii) is in default of an undertaking referred to in subsection 455(1) or (2) and the default is not remedied within ninety days after the day of receipt by the company of a notice from the Superintendent of the default, or (b) a permitted entity referred to in subsection 455(4) is in default of an undertaking referred to in that subsection and the default is not remedied within ninety days after the day of receipt by the company of a notice from the Superintendent of the default, the Superintendent may, by order, require the company, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the company no longer has a substantial investment in the entity to which the undertaking relates. Exception (4) Subsection (2) does not apply in respect of an entity in which a company has a substantial investment permitted by this Part. 1991, c. 45, s. 468; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 469
Deemed temporary investment 469 If a company controls or has a substantial investment in an entity as permitted by this Part and the company becomes aware of a change in the business or affairs of the entity that, if the change had taken place before the acquisition of control or of the substantial investment, would have caused the entity not to be a permitted entity or would have been such that approval for the acquisition would have been required under subsection 453(5) or (6), the company is deemed to have acquired, on the day the company becomes aware of the change, a temporary investment in respect of which section 456 applies. 1991, c. 45, s. 469; 1997, c. 15, s. 395; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 470
) is the total of the value of each of those assets as reported in the last annual statement of the company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 313(4), immediately before the transfer of the asset. 1991, c. 45, s. 470; 1997, c. 15, s. 396; 2001, c. 9, s. 550; 2007, c. 6, s. 374
Trust and Loan Companies Act — T-19.8 471
Transitional 471 Nothing in this Part requires (a) the termination of a loan made before February 7, 2001; (b) the termination of a loan made after that date as a result of a commitment made before that date; (c) the disposal of an investment made before that date; or (d) the disposal of an investment made after that date as a result of a commitment made before that date. But if the loan or investment would be precluded or limited by this Part, the amount of the loan or investment may not, except as provided in subsections 456(2), 457(3) and 458(3), be increased after that date. 1991, c. 45, s. 471; 2001, c. 9, s. 550
Trust and Loan Companies Act — T-19.8 472
Saving 472 A loan or investment referred to in section 471 is deemed not to be prohibited by the provisions of this Part.
Trust and Loan Companies Act — T-19.8 473
Adequacy of capital and liquidity 473 (1) A company shall, in relation to its operations, maintain (a) adequate capital, and (b) adequate and appropriate forms of liquidity, and shall comply with any regulations in relation thereto. Regulations and guidelines (2) The Governor in Council may make regulations and the Superintendent may make guidelines respecting the maintenance by companies of adequate capital and adequate and appropriate forms of liquidity. Directives (3) Notwithstanding that a company is complying with regulations or guidelines made under subsection (2), the Superintendent may, by order, direct the company (a) to increase its capital; or (b) to provide additional liquidity in such forms and amounts as the Superintendent may require. Compliance (4) A company shall comply with an order made under subsection (3) within such time as the Superintendent specifies therein. Notice of value (5) Where an appraisal of any asset held by a company or any of its subsidiaries has been made by the Superintendent and the value determined by the Superintendent to be the appropriate value of the asset varies materially from the value placed by the company or subsidiary on the asset, the Superintendent shall send to the company, the auditor of the company and the audit committee of the company a written notice of the appropriate value of the asset as determined by the Superintendent. 1991, c. 45, s. 473; 1996, c. 6, s. 120
Trust and Loan Companies Act — T-19.8 473.1
Definition of senior officer 473.1 For the purposes of this Part, a senior officer of a body corporate is a person who is (a) a director of the body corporate who is a full-time employee of the body corporate; (b) the chief executive officer, chief operating officer, president, secretary, treasurer, controller, chief financial officer, chief accountant, chief auditor or chief actuary of the body corporate; (c) a natural person who performs functions for the body corporate similar to those performed by a person referred to in paragraph (b); (d) the head of the strategic planning unit of the body corporate; (e) the head of the unit of the body corporate that provides legal services or human resources services to the body corporate; or (f) any other officer reporting directly to the body corporate’s board of directors, chief executive officer or chief operating officer. 1997, c. 15, s. 397
Trust and Loan Companies Act — T-19.8 475
Non-application of Part 475 (1) This Part does not apply in respect of any transaction entered into prior to the coming into force of this Part but, after the coming into force of this Part, any modification of, addition to, or renewal or extension of a prior transaction is subject to this Part. Idem (2) This Part does not apply in respect of (a) money or other assets held in trust, other than guaranteed trust money and assets held in respect thereof; (b) the issue of shares of any class of shares of a company when fully paid for in money or when issued (i) in accordance with any provisions for the conversion of other issued and outstanding securities of the company into shares of that class of shares, (ii) as a share dividend, (iii) in exchange for shares of a body corporate that has been continued as a company under Part III, (iv) in accordance with the terms of an amalgamation under Part VI, (v) by way of consideration in accordance with the terms of a sale agreement under Part VI, or (vi) with the approval in writing of the Superintendent, in exchange for shares of another body corporate; (c) the payment of dividends by a company; (d) transactions that consist of the payment or provision by a company to persons who are related parties of the company of salaries, fees, stock options, pension benefits, incentive benefits or other benefits or remuneration in their capacity as directors, officers or employees of the company; (e) transactions approved by the Minister under subsection 678(1) of the Bank Act or subsection 715(1) of the Insurance Companies Act ; or (f) if a company is controlled by a widely held bank holding company or a widely held insurance holding company, transactions approved by the Superintendent that are entered as part of, or in the course of, a restructuring of the holding company or of any entity controlled by it. Exception (3) Nothing in paragraph (2)(d) exempts from the application of this Part the payment by a company of fees or other remuneration to a person for (a) the provision of services referred to in paragraph 483(1)(a); or (b) duties outside the ordinary course of business of the company. Exception for holding body corporate (4) A holding body corporate of a company is not a related party of a company if the holding body corporate is a Canadian financial institution that is referred to in any of paragraphs (a) to (d) of the definition “financial institution” in section 2. Substantial investment — related party exception (5) Where a holding body corporate of a company is, because of subsection (4), not a related party of the company, any entity in which the holding body corporate has a substantial investment is not a related party of the company if no related party of the company has a substantial investment in the entity otherwise than through the control of the holding body corporate. 1991, c. 45, s. 475, c. 48, s. 493; 1997, c. 15, s. 399; 2001, c. 9, s. 551