GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 677
Letters patent of incorporation on application of banks 677 (1) If, under section 671, the Minister issues letters patent incorporating a bank holding company on the application of a bank, there may, on the request of the bank, and with the approval of the Minister, be included in the letters patent of incorporation of the bank holding company a provision deeming shares of the bank holding company to be issued, on a share for share basis, to all shareholders of the bank in exchange for all the issued and outstanding shares of the bank. Effect of provision (2) Shares of a bank holding company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the bank for which they are exchanged and the shares of the bank, on the issuance of the letters patent, become the property of the bank holding company free and clear of any charge, encumbrance or other restriction. Effect of provision (3) An exchange of shares of a bank referred to in subsection (1) under a provision included in the letters patent incorporating a bank holding company does not deprive a person who was a holder of shares of the bank immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act. Transfer and voting of shares (4) Despite subsection (3), no share of a bank holding company that is deemed to be issued under a provision included in the letters patent incorporating a bank holding company may subsequently be transferred or voted contrary to this Act. Shareholder approval (5) No provision described in subsection (1) may be included in letters patent issued under section 671 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders of the bank at a shareholders’ meeting called to consider the application. Exchange of share certificates (6) If, under a provision included in the letters patent incorporating a bank holding company, a share exchange is deemed to have taken place, the bank holding company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the bank holding company and for the exchange of those certificates for share certificates representing the shares of the bank that were outstanding on the effective date of the letters patent. 1999, c. 28, s. 71; 2001, c. 9, s. 183
Bank Act — B-1.01 678
Proposal involving fundamental change 678 (1) On application, made in accordance with the regulations, by a bank to give effect to a proposal to incorporate a bank holding company as the holding body corporate of the bank, to continue a body corporate as a bank holding company of the bank or to amalgamate two or more bodies corporate and continue those bodies corporate as a bank holding company of the bank — and to make any other fundamental change to or in respect of the bank, including an exchange of any or all of the shares of the bank for shares of the bank holding company — , the Minister may, to give effect to the proposal, (a) include in the letters patent of the bank holding company issued under section 671, 684 or 809 any provision the Minister considers necessary; or (b) despite any provision of the Act specified in regulations made under paragraph 2(e), give any approval that the Minister considers necessary. Regulations (2) The Governor in Council may make regulations (a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the requesting of additional information in respect of such applications; (b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur; (c) respecting the procedures to be followed by a bank that makes an application under subsection (1); (d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and (e) specifying provisions of the Act for the purpose of paragraph (1)(b). 1999, c. 28, s. 72; 2001, c. 9, s. 183; 2007, c. 6, s. 106
Bank Act — B-1.01 679
Notice of issue of letters patent 679 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a bank holding company. 1999, c. 28, s. 73; 2001, c. 9, s. 183
Bank Act — B-1.01 680
First directors 680 The first directors of a bank holding company are the directors named in the application for letters patent to incorporate the bank holding company. 1999, c. 28, s. 73; 2001, c. 9, s. 183
Bank Act — B-1.01 681
Effect of letters patent 681 A bank holding company comes into existence on the date provided therefor in its letters patent. 2001, c. 9, s. 183
Bank Act — B-1.01 682
Federal corporations 682 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including a bank but not including a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a bank holding company under this Part. Other corporations (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a bank holding company under this Part. 2001, c. 9, s. 183; 2010, c. 12, s. 2083
Bank Act — B-1.01 683
Application for continuance 683 (1) Where a body corporate applies for letters patent under subsection 682(1) or (2), sections 672 to 675 apply in respect of the application, with such modifications as the circumstances require. Special resolution approval (2) Where a body corporate applies for letters patent under subsection 682(1) or (2), the application must be duly authorized by a special resolution. Copy of special resolution (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application. 2001, c. 9, s. 183
Bank Act — B-1.01 684
Power to issue letters patent 684 (1) On the application of a body corporate under subsection 682(1) or (2), the Minister may, subject to this Division, issue letters patent continuing the body corporate as a bank holding company under this Part. Issue of letters patent (2) Where letters patent are issued to a body corporate under subsection (1), section 676 applies in respect of the issue of letters patent, with such modifications as the circumstances require. 2001, c. 9, s. 183
Bank Act — B-1.01 685
Effect of letters patent 685 On the day set out in the letters patent continuing a body corporate as a bank holding company under subsection 684(1), (a) the body corporate becomes a bank holding company as if it had been incorporated under this Part; and (b) the letters patent are deemed to be the incorporating instrument of the continued bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 686
Copy of letters patent 686 (1) Where a body corporate is continued as a bank holding company under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Part. Notice of issuance of letters patent (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a bank holding company under this Part. 2001, c. 9, s. 183
Bank Act — B-1.01 687
Effects of continuance 687 Where a body corporate is continued as a bank holding company under this Part, (a) the property of the body corporate continues to be the property of the bank holding company; (b) the bank holding company continues to be liable for the obligations of the body corporate; (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the bank holding company; (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the bank holding company; (f) a person who, on the day the body corporate becomes a bank holding company, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 688
Transitional 688 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a bank holding company in respect of which letters patent were issued under subsection 684(1) permission to (a) engage in a business activity specified in the order that a bank holding company is not otherwise permitted by this Act to engage in and that the body corporate continued as the bank holding company was engaging in at the time the application for the letters patent was made; (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made; (c) hold assets that a bank holding company is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the bank holding company at the time the application for the letters patent was made; (d) acquire and hold assets that a bank holding company is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the bank holding company was obliged, at the time the application for the letters patent was made, to acquire those assets; and (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada. Duration (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding (a) with respect to any activity described in paragraph (1)(a), thirty days after the effective date of the letters patent or, where the activity is conducted pursuant to an agreement existing on the effective date of the letters patent, the expiration of the agreement; (b) with respect to any matter described in paragraph (1)(b), ten years; and (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years. Renewal (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (d) for such further period or periods as the Minister considers necessary. Limitation (4) The Minister shall not grant to a bank holding company any permission (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the bank holding company that the bank holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent. 2001, c. 9, s. 183; 2007, c. 6, s. 107
Bank Act — B-1.01 689
Transferring to other Acts 689 (1) A bank holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister. Conditions for approval (2) No approval referred to in subsection (1) may be given to a bank holding company unless the Minister is satisfied that the application of the bank holding company has been authorized by a special resolution. 2001, c. 9, s. 183; 2007, c. 6, s. 108
Bank Act — B-1.01 690
Meaning of bank holding company without a bank subsidiary 690 (1) For the purpose of this section, bank holding company without a bank subsidiary means a bank holding company that does not, at any time within one year after it came into existence, have a subsidiary that is a bank or that does not, for a period of one year, have a subsidiary that is a bank. Obligation to apply (2) A bank holding company without a bank subsidiary must, within 30 days after becoming a bank holding company without a bank subsidiary, apply to be continued under subsection 689(1). Cessation of existence (3) Except for the sole purpose of winding up its affairs, a bank holding company without a bank subsidiary that has no other subsidiary that fails to make an application under subsection (2) within the time provided for in that subsection ceases to exist on the expiration of that period. 2001, c. 9, s. 183
Bank Act — B-1.01 691
Act ceases to apply 691 On the day specified by the Minister, this Act ceases to apply to the body corporate continued under the other Act of Parliament or under the Act of the legislature of a province. 2001, c. 9, s. 183
Bank Act — B-1.01 692
Withdrawing application 692 Where a special resolution authorizing the application under subsection 689(1) so states, the directors of a bank holding company may, without further approval of the shareholders, withdraw the application before it is acted on. 2001, c. 9, s. 183
Bank Act — B-1.01 693
Prohibited names 693 A bank holding company may not be incorporated under this Part with a name (a) that is prohibited by an Act of Parliament; (b) that is, in the opinion of the Superintendent, deceptively misdescriptive; (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing (i) trademark or trade name, or (ii) corporate name of a body corporate, except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require; (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or (e) that is reserved under section 43 for a bank or an authorized foreign bank or a proposed bank or proposed authorized foreign bank or under section 697 for another bank holding company or a proposed bank holding company. 2001, c. 9, s. 183 2014, c. 20, s. 366(E)
Bank Act — B-1.01 694
Affiliated bank holding company 694 Despite section 693 and subject to section 695, a bank holding company that is affiliated with another entity may, with the consent of that entity, (a) be incorporated with, or change its name to, substantially the same name as that of the affiliated entity; or (b) subject to any terms and conditions that may be prescribed, carry on business under or identify itself by a name, other than its corporate name, that is substantially the same as the corporate name of the affiliated entity or that is another name under which or with which the affiliated entity carries on business or otherwise identifies itself. 2001, c. 9, s. 183; 2007, c. 6, s. 109
Bank Act — B-1.01 695
Restriction 695 A bank holding company may not be incorporated or continued with, change its name to or carry on business or identify itself by, a name that is substantially similar to that of a bank unless the name contains words that, in the opinion of the Superintendent, indicate to the public that the bank holding company is distinct from any bank that is a subsidiary of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 696
French or English form of name 696 (1) The name of a bank holding company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the bank holding company may use and be legally designated by any such form. Mandatory abbreviation (2) Despite any other provision of this Act and subject to the regulations, every bank holding company shall have as part of its name, the abbreviations “bhc” or “spb”. Alternate name (3) A bank holding company may identify itself outside Canada by its name in any language and the bank holding company may use and be legally designated by any such form of its name outside Canada. Other name (4) Subject to subsection (5) and section 832, a bank holding company may carry on business under or identify itself by a name other than its corporate name. Directions (5) Where a bank holding company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the bank holding company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 693(a) to (e). Regulations (6) The Governor in Council may make regulations respecting the use of the abbreviations “bhc” or “spb” in the name of bank holding companies. 2001, c. 9, s. 183
Bank Act — B-1.01 697
Reserved name 697 The Superintendent may, on request, reserve for ninety days a name for a proposed bank holding company or for a bank holding company that intends to change its name. 2001, c. 9, s. 183
Bank Act — B-1.01 698
Directing change of name 698 (1) If through inadvertence or otherwise a bank holding company (a) comes into existence or is continued with a name, or (b) on an application to change its name, is granted a name that is prohibited by section 693 or 695, the Superintendent may, by order, direct the bank holding company to change its name and the bank holding company shall comply with that direction. Revoking name (2) Where a bank holding company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Part, the Superintendent may revoke the name of the bank holding company and assign to it a name and, until changed in accordance with section 215 or 217, the name of the bank holding company is thereafter the name so assigned. 2001, c. 9, s. 183
Bank Act — B-1.01 699
Publication of information 699 The Superintendent shall, within sixty days after the end of each year, cause a notice to be published in the Canada Gazette , showing (a) the name of every bank holding company; and (b) the province in which the head office of the bank holding company is situated. 2001, c. 9, s. 183; 2005, c. 54, s. 85
Bank Act — B-1.01 700
First directors’ meeting 700 (1) After letters patent incorporating a bank holding company are issued, a meeting of the directors of the bank holding company shall be held at which the directors may, subject to this Division, (a) make by-laws; (b) adopt forms of share certificates and corporate records; (c) authorize the issue of shares of the bank holding company; (d) appoint officers; (e) appoint an auditor to hold office until the first meeting of shareholders; (f) make banking arrangements; and (g) deal with any other matters necessary to organize the bank holding company. Calling directors’ meeting (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 770(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 701
Calling shareholders’ meeting 701 (1) After the meeting referred to in subsection 700(1) is held, the directors of the bank holding company shall without delay call a meeting of the shareholders of the bank holding company. Meeting of shareholders (2) The shareholders of a bank holding company shall, by resolution at the meeting of shareholders called pursuant to subsection (1), (a) approve, amend or reject any by-law made by the directors of the bank holding company; (b) subject to section 756, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders. 2001, c. 9, s. 183
Bank Act — B-1.01 702
Term of first directors 702 A director named in the application for letters patent to incorporate a bank holding company holds office until the election of directors at the meeting of shareholders called pursuant to subsection 701(1). 2001, c. 9, s. 183
Bank Act — B-1.01 703
Power to issue shares 703 (1) Subject to this Part and the by-laws of the bank holding company, shares of a bank holding company may be issued at such times and to such persons and for such consideration as the directors of the bank holding company may determine. Shares (2) Shares of a bank holding company shall be in registered form and shall be without nominal or par value. Shares of continued bank holding company (3) Where a body corporate is continued as a bank holding company under this Part, 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 (4) If a right of a holder of a share with nominal or par value of a body corporate continued as a bank holding company under this Part, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the body corporate was continued under this Part, that right is deemed, after the continuance, to be the same right stated or expressed without reference to the nominal or par value of the share. 2001, c. 9, s. 183
Bank Act — B-1.01 704
Common shares 704 (1) A bank holding company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof 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 holding company on dissolution. Designations of shares (2) No bank holding company shall designate more than one class of its shares as “common shares” or any variation of that term. Continued bank holding company (3) A body corporate continued as a bank holding company under this Part that is not in compliance with subsection (2) on the date letters patent continuing it as a bank holding company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection. 2001, c. 9, s. 183