GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 48
Order to commence and carry on business 48 (1) A bank shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the bank. Deeming (2) If, on the day this subsection comes into force, an order approving the commencement and carrying on of business by a bank named in Schedule I or II as those Schedules read immediately before that day, has not been made, such an order is deemed to have been made in respect of the bank on that day. Continued bank (3) Except in respect of a body corporate that is continued as a bank under this Act for the purposes of forthwith amalgamating with one or more bodies corporate and continuing as a bank under this Act, where letters patent continuing a body corporate as a bank under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the bank. Amalgamated bank (4) Where letters patent amalgamating and continuing two or more bodies corporate as a bank under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the bank. Subsection 49(2) and section 52 do not apply (5) For greater certainty, subsection 49(2) and section 52 do not apply in respect of a bank referred to in subsections (3) and (4). 1991, c. 46, s. 48; 2001, c. 9, s. 55
Bank Act — B-1.01 49
Authority to make order 49 (1) On application by a bank, the Superintendent may make an order approving the commencement and carrying on of business by the bank. Statement of payments (2) An application by a bank for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the bank in connection with its incorporation and organization.
Bank Act — B-1.01 50
No payments before order 50 Until an order approving the commencement and carrying on of business is made for a bank, the bank must not make any payment on account of incorporation or organization expenses out of moneys received from the issue of the shares or the membership shares of the bank and interest on those moneys, except reasonable sums (a) for the remuneration of not more than two officers; (b) for the payment of costs related to the issue of shares, or membership shares, of the bank; and (c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses. 1991, c. 46, s. 50; 2010, c. 12, s. 1925
Bank Act — B-1.01 51
Deposits and investments before order 51 Where a bank comes into existence but no order approving the commencement and carrying on of business is made for the bank, the bank may only (a) deposit, in Canada, paid-in capital of the bank in another deposit-taking Canadian financial institution; or (b) invest paid-in capital of the bank in unencumbered securities of the Government of Canada or the government of any province.
Bank Act — B-1.01 52
Conditions for order 52 (1) The Superintendent shall not make an order approving the commencement and carrying on of business by a bank until it has been shown to the satisfaction of the Superintendent that (a) the meeting of shareholders of the bank referred to in subsection 46(1), or, in the case of a federal credit union, the meeting of members referred to in subsection 47.02(1), has been duly held; (b) the bank has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 46(1) or 47.02(1); (c) the expenses of incorporation and organization to be borne by the bank are reasonable; and (d) all other relevant requirements of this Act have been complied with. Time limit (2) The Superintendent shall not make an order approving the commencement and carrying on of business by a bank more than one year after the day on which the bank comes into existence. 1991, c. 46, s. 52; 2001, c. 9, s. 56; 2010, c. 12, s. 1926
Bank Act — B-1.01 53
Conditions of order 53 (1) An order approving the commencement and carrying on of business by a bank may contain such conditions or limitations that are consistent with this Act and relate to the business of the bank as the Superintendent deems expedient and necessary. Deemed condition (2) An order approving the commencement and carrying on of business by a federal credit union is deemed to contain a condition that the federal credit union must, on an ongoing basis, be organized and carry on business on a cooperative basis in accordance with section 12.1. 1991, c. 46, s. 53; 2010, c. 12, s. 1927
Bank Act — B-1.01 54
Variations 54 (1) In respect of the order approving the commencement and carrying on of business by a bank, the Superintendent may at any time, by further order, (a) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the bank as the Superintendent deems expedient and necessary, or (b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, other than the condition deemed to be in the order by subsection 53(2), but before making any such further order the Superintendent shall provide the bank with an opportunity to make representations regarding that further order. (2) to (6) [Repealed, 1996, c. 6, s. 4] 1991, c. 46, s. 54; 1996, c. 6, s. 4; 2010, c. 12, s. 1928
Bank Act — B-1.01 54.1
Limit on assets 54.1 (1) The Minister may, by order, require a bank not to have average total assets in any three month period ending on the last day of a month subsequent to the month specified in the order exceeding the bank’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order if the Minister is of the opinion that it is in the best interests of the financial system in Canada to do so, after having considered the Superintendent’s opinion on (a) the nature and extent of the financial services activities carried out by entities affiliated with the bank; and (b) the impact that the nature and degree of supervision and regulation of those financial services activities have on the supervision and regulation of the bank. Revocation of order (2) If the Minister is of the opinion that the circumstances giving rise to the order have ceased to exist or have changed substantially, the Minister may, by further order, revoke the order. Average total assets (3) For the purposes of subsection (1), the average total assets of a bank in a three month period shall be computed by adding the total assets of the bank as calculated for the month end of each of the three months in the period and by dividing the sum by three. Definition of total assets (4) For the purposes of subsections (1) and (3), total assets , in respect of a bank, has the meaning given that expression by the regulations. 2001, c. 9, s. 57
Bank Act — B-1.01 55
Permission to subsidiary of foreign bank 55 (1) On the recommendation of the Superintendent, the Minister may, at the same time that an order is made approving the commencement and carrying on of business by a bank that is the subsidiary of a foreign bank, by further order, grant the subsidiary permission to (a) hold assets that banks are not otherwise permitted by this Act to hold if those assets consist of shares of a body corporate incorporated by or under an Act of Parliament or of the legislature of a province that, at the time application for letters patent incorporating the subsidiary was made, were held by the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary or any affiliate of that eligible foreign institution; and (b) hold assets that banks are not otherwise permitted by this Act to hold if, at the time application for letters patent incorporating the subsidiary was made, the assets were held by an affiliate of the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary. Despite any other provision of this Act or the regulations, the subsidiary may act in accordance with that permission. Extension of permission (2) Permission granted to a bank by order of the Minister under subsection (1) is only for the period specified in the order. That period may not be more than two years, except that the Minister may extend the period by further order on application by the bank. The total of the period and any extensions of it may not, in any case, exceed ten years. 1991, c. 46, s. 55; 1997, c. 15, s. 6; 1999, c. 31, s. 9; 2001, c. 9, s. 58
Bank Act — B-1.01 56
Public notice 56 (1) On the making of an order approving the commencement and carrying on of business by a bank, the bank shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the bank is located. Notice in Canada Gazette (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by a bank. Non-application to existing bank (3) For greater certainty, this section does not apply to a bank referred to in subsection 48(2).
Bank Act — B-1.01 57
Cessation of existence 57 Except for the sole purpose of winding up the bank’s affairs, a bank ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.
Bank Act — B-1.01 58
Allowed disbursements 58 (1) Where an order approving the commencement and carrying on of business is not made for a bank, no part of the moneys of the bank shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 50, unless the payment has been approved by a special resolution. Application to court to settle disbursements (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the bank is situated to settle and determine the amounts to be paid out of any moneys of the bank before distribution of the balance to (a) if the bank is not a federal credit union, the shareholders or, if there are no shareholders, to the incorporators; or (b) if the bank is a federal credit union, its members. Notice of application to court (3) The directors must, at least 21 days before the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders, incorporators or members, as the case may be, a notice of the application, containing a statement of the amounts that are proposed to be settled and determined by the court. Ratio payable (4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders, incorporators or members, as the case may be, the directors must, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part of the amounts chargeable to each shareholder, incorporator or member as the ratio of the amount paid in by that person to the aggregate of all the amounts paid in by the shareholders, incorporators or members. Return of excess (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned, to the shareholders, incorporators or members, the respective balances of the moneys paid in by them, less the amount chargeable to each under subsection (4). 1991, c. 46, s. 58; 2010, c. 12, s. 1929
Bank Act — B-1.01 59
Power to issue shares 59 (1) Subject to this Act and the by-laws of the bank, shares of a bank may be issued at such times and to such persons and for such consideration as the directors of the bank may determine. Shares (2) Shares of a bank shall be in registered form and shall be without nominal or par value. Shares of existing bank (3) Shares with nominal or par value of a bank that was in existence immediately prior to the day this Part comes into force are deemed to be shares without nominal or par value. Shares of continued bank (4) Where a body corporate is continued as a bank under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value. Deemed share conditions (5) If a right, other than a voting right, of a holder of a share with nominal or par value of a bank referred to in subsection (3) or a body corporate continued as a bank under this Act was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this subsection or the continuance under this Act, as the case may be, that right is deemed, after the coming into force of this Part or the continuance, as the case may be, to be the same right stated or expressed without reference to the nominal or par value of the share. 1991, c. 46, s. 59; 2001, c. 9, s. 59
Bank Act — B-1.01 60
Common shares 60 (1) A bank that is not a federal credit union must have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders of those common shares are equal in all respects, and those rights include (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote; (b) the right to receive dividends declared on those shares; and (c) the right to receive the remaining property of the bank on dissolution. Designations of shares (2) No bank shall designate more than one class of its shares as “common shares” or any variation of that term. (3) [Repealed, 2012, c. 5, s. 4] Continued bank (4) A body corporate continued as a bank under this Act that is not in compliance with subsection (2) on the date letters patent continuing it as a bank are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection. 1991, c. 46, s. 60; 2010, c. 12, s. 1930; 2012, c. 5, s. 4
Bank Act — B-1.01 60.1
Shares of federal credit union 60.1 (1) A federal credit union may issue shares only if its by-laws set out the following: (a) whether the shares may be issued to persons who are not members; (b) the maximum number, if any, of shares of any class that the federal credit union is authorized to issue; (c) the number of classes of shares; and (d) the rights, privileges, restrictions and conditions attaching to the shares of each class. No automatic rights (2) Subject to this Act, a federal credit union must not issue any share that confers on the holder of the share the right (a) to vote at meetings of the federal credit union otherwise than in accordance with this Act; or (b) to receive any of the remaining property of the federal credit union on dissolution. Exception (3) A federal credit union’s by-laws may provide that (a) a share confers on its holder the right to vote at an election of directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; or (b) the shareholders, any class of shareholders or the holders of a series of shares, may elect a fixed number or a percentage of the directors. Limit on shareholders’ directors (4) Despite subsections (2) and (3), the shareholders do not have the right to elect more than 20 per cent of the directors. One share, one vote (5) If shareholders are entitled to vote in accordance with subsection (3) or otherwise in accordance with this Act, each share entitles the holder to one vote. 2010, c. 12, s. 1931
Bank Act — B-1.01 60.2
Designation of shares 60.2 A federal credit union must not designate a class of its shares as “membership shares” or any variation of those words. 2010, c. 12, s. 1931
Bank Act — B-1.01 61
Classes of shares 61 (1) The by-laws of a bank that is not a federal credit union may provide for more than one class of shares and, if they so provide, they must set out (a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and (b) the maximum number, if any, of shares of any class that the bank is authorized to issue. Shareholder approval (2) Where a by-law referred to in subsection (1) is made, the directors of the bank shall submit the by-law to the shareholders at the next meeting of shareholders. Effective date (3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2). 1991, c. 46, s. 61; 2001, c. 9, s. 60; 2010, c. 12, s. 1932
Bank Act — B-1.01 62
Shares issued in series 62 (1) The by-laws of a bank may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may (a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and (b) authorize the directors to do anything referred to in paragraph (a). Effective date (1.1) In the case of a federal credit union, a by-law referred to in subsection (1) must be made by special resolution of the members. If the federal credit union has issued shares, the by-law is not effective until it is confirmed 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 by-law. Series participation (2) If any cumulative dividend or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. Voting rights (3) Where voting rights are attached to any series of a class of shares, the shares of every other series of that class shall have the same voting rights. Restriction on series (4) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. Material to Superintendent (5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors. 1991, c. 46, s. 62; 2005, c. 54, s. 8; 2007, c. 6, s. 8(E); 2010, c. 12, s. 1933
Bank Act — B-1.01 63
One share, one vote 63 Where voting rights are attached to a share of a bank, the voting rights may confer only one vote in respect of that share.
Bank Act — B-1.01 64
Shares non-assessable 64 Shares issued by a bank after the coming into force of this section are non-assessable and the shareholders are not liable to the bank or to its creditors in respect thereof.
Bank Act — B-1.01 65
Consideration for share 65 (1) No share of any class of shares of a bank shall be issued until it is fully paid for in money or, with the approval of the Superintendent, in property. Other currencies (2) When issuing shares, a bank may provide that any aspect of the 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.
Bank Act — B-1.01 66
of the shareholders, the class of shareholders or the holders of the series of shares that is affected by the special resolution, unless all the issued and outstanding shares are of not more than two classes of convertible shares referred to in subsection 77(4). 1991, c. 46, s. 66; 1997, c. 15, s. 7; 2005, c. 54, s. 9; 2010, c. 12, s. 1934
Bank Act — B-1.01 67
Stated capital of continued bank 67 (1) If a body corporate is continued as a bank under this Act, the bank must record in the stated capital account maintained for each class and series of shares, or for other ownership interests, however designated, then outstanding an amount that is equal to the aggregate of (a) the aggregate amount paid up on the shares of each class and series of shares, or on the other ownership interests, immediately before the body corporate was so continued, and (b) the amount of the contributed surplus of the bank that is attributable to those shares or other ownership interests. Contributed surplus entry (2) The amount of any contributed surplus recorded in the stated capital account pursuant to paragraph (1)(b) shall be deducted from the contributed surplus account of the bank. Shares issued before continuance (3) Any amount unpaid in respect of a share or other ownership interest, however designated, in the body corporate, that was issued by a body corporate before it was continued as a bank under this Act and paid after it was so continued must be recorded in the stated capital account maintained by the bank for the shares of that class or series or for membership shares. 1991, c. 46, s. 67; 2010, c. 12, s. 1935
Bank Act — B-1.01 68
Pre-emptive right 68 (1) Where the by-laws of a bank so provide, no shares of any class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others. Exception (2) Notwithstanding the existence of a pre-emptive right, a shareholder of a bank has no pre-emptive right in respect of shares of a class to be issued (a) for a consideration other than money; (b) as a share dividend; or (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the bank. Idem (3) Notwithstanding the existence of a pre-emptive right, a shareholder of a bank has no pre-emptive right in respect of shares to be issued (a) where the issue of shares to the shareholder is prohibited by this Act; or (b) where, to the knowledge of the directors of the bank, the offer of shares to a shareholder whose recorded address is in a country other than Canada ought not to be made unless the appropriate authority in that country is provided with information in addition to that submitted to the shareholders at the last annual meeting.
Bank Act — B-1.01 69
Conversion privileges 69 (1) A bank may issue conversion privileges, options or rights to acquire securities of the bank, and shall set out the conditions thereof (a) in the documents that evidence the conversion privileges, options or rights; or (b) in the securities to which the conversion privileges, options or rights are attached. Transferable rights (2) Conversion privileges, options and rights to acquire securities of a bank may be made transferable or non-transferable, and options and rights to acquire such securities may be made separable or inseparable from any securities to which they are attached. Reserved shares (3) Where a bank has granted privileges to convert any securities issued by the bank into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the by-laws limit the number of authorized shares, the bank shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.