GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 32
Application for continuance 32 (1) Where a body corporate applies for letters patent under subsection 31(1) or (2), sections 22 to 26 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 31(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.
Trust and Loan Companies Act — T-19.8 33
Power to issue letters patent 33 (1) On the application of a body corporate under subsection 31(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act. Issue of letters patent (2) Where letters patent are issued to a body corporate under subsection (1), section 27 applies in respect of the issue of letters patent, with such modifications as the circumstances require.
Trust and Loan Companies Act — T-19.8 34
Effect of letters patent 34 On the day set out in the letters patent continuing a body corporate as a company under subsection 33(1), (a) the body corporate becomes a company as if it had been incorporated under this Act; and (b) the letters patent are deemed to be the incorporating instrument of the continued company.
Trust and Loan Companies Act — T-19.8 35
Copy of letters patent 35 (1) Where a body corporate is continued as a company under this Part, the Superintendent shall forthwith 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 Act. 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 company under this Act.
Trust and Loan Companies Act — T-19.8 36
Effects of continuance 36 Where a body corporate is continued as a company under this Part, (a) the property of the body corporate continues to be the property of the company; (b) the 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 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 company; (f) a person who, on the day the body corporate becomes a 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 company.
Trust and Loan Companies Act — T-19.8 38
Transferring to other federal Acts 38 (1) A company may (a) apply, under the Bank Act , for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act; (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act , for a certificate of continuance as a corporation under that Act; (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act , for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act; (d) apply, under the Cooperative Credit Associations Act , for letters patent continuing the company as an association under that Act, or amalgamating and continuing the company as an association under that Act; or (e) apply, under the Insurance Companies Act , for letters patent continuing the company as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the company as a company (other than a mutual company) or an insurance holding company under that Act. Conditions for approval (2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that (a) the company has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is situated, a notice of its intention to apply for the approval; (b) the company is not carrying on any of the fiduciary activities referred to in section 412; (c) unless the company is a subsidiary of another company and it uses the name of the other company in its name as permitted by section 48, the company will not use the word “ fiduciaire ”, “fiduciary”, “ fiducie ”, “loan”, “loanco”, “ prêt ”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued; (d) the company does not hold deposits, other than deposits that are made by a person who controls the company or by a person who has a significant interest in a class of shares of the company and that are not insured by the Canada Deposit Insurance Corporation; and (e) the application has been authorized by a special resolution. Withdrawing application (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the company may, without further approval of the shareholders, withdraw the application before it is acted on. Restriction on other transfers (4) A company may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1). 1991, c. 45, ss. 38, 559; 1994, c. 24, s. 34(F); 1997, c. 15, s. 343; 2001, c. 9, s. 487; 2007, c. 6, s. 340
Trust and Loan Companies Act — T-19.8 39
Act ceases to apply 39 If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect. 1991, c. 45, s. 39; 1994, c. 24, s. 34(F); 2007, c. 6, s. 340
Trust and Loan Companies Act — T-19.8 41
Prohibited names 41 (1) A company may not be incorporated under this Act 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 45 for another company or a proposed company. Exception (2) Paragraph (1)(a) does not apply with respect to any former-Act company incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited. 1991, c. 45, s. 41; 1996, c. 6, s. 112; 1997, c. 15, s. 344 2014, c. 20, s. 366(E)
Trust and Loan Companies Act — T-19.8 42
Trust company 42 A company that is a trust company pursuant to subsection 57(2) must have the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” included in its name.
Trust and Loan Companies Act — T-19.8 43
Affiliated company 43 Despite section 41, a company that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity. 1991, c. 45, s. 43; 1996, c. 6, s. 113; 2001, c. 9, s. 488; 2007, c. 6, s. 341
Trust and Loan Companies Act — T-19.8 44
French or English form of name 44 (1) The name of a 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 company may use and be legally designated by any such form. Alternate name (2) A company may identify itself outside Canada by its name in any language and the company may use and be legally designated by any such form of its name outside Canada. Other name (3) Subject to subsection (4) and section 260, a company may carry on business under or identify itself by a name other than its corporate name. Directions (4) Where a company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the 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 41(1)(a) to (e). 1991, c. 45, s. 44; 1996, c. 6, s. 114
Trust and Loan Companies Act — T-19.8 45
Reserved name 45 The Superintendent may, on request, reserve for ninety days a name for a proposed company or for a company that intends to change its name.
Trust and Loan Companies Act — T-19.8 46
Directing change of name 46 (1) If through inadvertence or otherwise a 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 41, the Superintendent may, by order, direct the company to change its name and the company shall comply with that direction. Revoking name (2) If a 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 Act, the Superintendent may revoke the name of the company and assign to it a name and, until changed in accordance with section 220 or 222, the name of the company is thereafter the name so assigned. 1991, c. 45, s. 46; 1996, c. 6, s. 115; 2001, c. 9, s. 489
Trust and Loan Companies Act — T-19.8 47
Restriction re trust company name 47 (1) No entity incorporated or formed by or under an Act of Parliament other than this Act shall use the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name. Restriction re loan company name (2) No entity incorporated or formed by or under any Act of Parliament other than this Act shall use the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name. Exception (3) Subsections (1) and (2) do not apply to (a) an entity the business of which is not financial activities; or (b) an entity that was, on the day immediately preceding the day on which (i) subsection (1) comes into force, using the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name, or (ii) subsection (2) comes into force, using the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name. 1991, c. 45, s. 47; 1996, c. 6, s. 115
Trust and Loan Companies Act — T-19.8 48
Subsidiaries 48 Despite subsections 47(1) and (2), a subsidiary of a company may use the company’s name in its name. 1991, c. 45, s. 48; 1996, c. 6, s. 115; 2001, c. 9, s. 490
Trust and Loan Companies Act — T-19.8 48.1
Definition of reserved name 48.1 (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words. Termination of control required in certain cases (2) No person, other than a financial institution, who (a) is carrying on business in Canada under a reserved name, and (b) has control or acquires control of a company, shall control the company on the later of (c) one year after this section comes into force, and (d) one year after the date of acquisition of the control. Prohibition (3) No person, other than a financial institution, who (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and (b) has control or acquires control of a company, shall control the company on the later of (c) one year after this section comes into force, and (d) one year after the date of the acquisition of the control. Continuing control prohibited (4) Notwithstanding subsection (3), where a financial institution controls an entity that (a) is not a financial institution, (b) carries on business in Canada under a reserved name, and (c) has control or acquires control of a company, the entity shall not control the company on the later of (d) one year after this section comes into force, and (e) one year after the date on which the entity acquires control of the company. Exceptions (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force. 1996, c. 6, s. 115
Trust and Loan Companies Act — T-19.8 49
First directors’ meeting 49 (1) After letters patent incorporating a company are issued, a meeting of the directors of the company shall be held at which the directors may, subject to this Part, (a) make by-laws; (b) adopt forms of share certificates and corporate records; (c) authorize the issue of shares of the 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 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 185(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company.
Trust and Loan Companies Act — T-19.8 50
Calling shareholders’ meeting 50 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company in respect of which letters patent were issued under section 21 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company. Meeting of shareholders (2) The shareholders of a 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 company; (b) subject to section 172, 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. 1991, c. 45, s. 50; 2001, c. 9, s. 491
Trust and Loan Companies Act — T-19.8 51
Term of first directors 51 A director named in the application for letters patent to incorporate a company holds office until the election of directors at the meeting of shareholders called pursuant to subsection 50(1).
Trust and Loan Companies Act — T-19.8 52
Order to commence and carry on business 52 (1) A company shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the company. Former-Act companies — Loan Companies Act (2) A licence that was issued to a company under section 76 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) and the company remains subject to any and all other restrictions and conditions in the licence. Former-Act companies (3) A licence that was issued to a company under section 87 of the Trust Companies Act or under section 112 of the Loan Companies Act and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) containing the authorization referred to in subsection 57(1) or the designation referred to in subsection 57(3), as the case may be, and the company remains subject to any and all other restrictions and conditions contained in the licence. Continued company (4) Except in respect of a body corporate that is continued as a company under this Act for the purposes of forthwith amalgamating with one or more bodies corporate and continuing as a company under this Act, where letters patent continuing a body corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company. Amalgamated company (5) Where letters patent amalgamating and continuing two or more bodies corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company. Subsection 53(2) and section 56 do not apply (6) For greater certainty, subsection 53(2) and section 56 do not apply in respect of a company referred to in subsections (4) and (5).
Trust and Loan Companies Act — T-19.8 53
Authority to make order 53 (1) On application by a company, the Superintendent may make an order approving the commencement and carrying on of business by the company. Statement of payments (2) An application by a company for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the company in connection with its incorporation and organization.
Trust and Loan Companies Act — T-19.8 54
No payments before order 54 Until an order approving the commencement and carrying on of business is made for a company, the company shall not make any payment on account of incorporation or organization expenses out of moneys received from the issue of the shares of the company and interest thereon, 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 of the company; 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.
Trust and Loan Companies Act — T-19.8 55
Deposits and investments before order 55 Where a company comes into existence but no order approving the commencement and carrying on of business is made for the company, the company may only (a) deposit, in Canada, paid-in capital of the company in another deposit-taking Canadian financial institution; or (b) invest paid-in capital of the company in unencumbered securities of the Government of Canada or the government of any province.
Trust and Loan Companies Act — T-19.8 56
Conditions for order 56 (1) The Superintendent shall not make an order approving the commencement and carrying on of business by a company until it has been shown to the satisfaction of the Superintendent that (a) the meeting of shareholders of the company referred to in subsection 50(1) has been duly held; (b) the company has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 50(1); (c) the expenses of incorporation and organization to be borne by the company 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 company more than one year after the day on which the company comes into existence. 1991, c. 45, s. 56; 2001, c. 9, s. 492
Trust and Loan Companies Act — T-19.8 57
Authorization in order 57 (1) An order approving the commencement and carrying on of business by a company may, at the discretion of the Superintendent, contain the authorization for the company to carry on the activities referred to in section 412. Trust company (2) Where an order approving the commencement and carrying on of business by a company contains the authorization referred to in subsection (1), subsection 52(3) or paragraph 58(1)(a), the company is a trust company under this Act. Mortgage investment company (3) An order approving the commencement and carrying on of business by a company, other than a company that is a trust company pursuant to subsection (2), may, at the discretion of the Superintendent, contain a designation that the company is a mortgage investment company under this Act. Conditions of order (4) An order approving the commencement and carrying on of business by a company may contain such conditions or limitations that are consistent with this Act and relate to the business of the company as the Superintendent deems expedient and necessary.
Trust and Loan Companies Act — T-19.8 58
Variations 58 (1) In respect of the order approving the commencement and carrying on of business by a company, the Superintendent may at any time, by further order, (a) add to the order the authorization for the company to carry on the activities referred to in section 412, or the designation referred to in subsection 57(3), (b) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the company as the Superintendent deems expedient and necessary, (c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, or (d) revoke any designation contained in the order, but before making any such further order the Superintendent shall provide the company with an opportunity to make representations regarding that further order. (2) to (6) [Repealed, 1996, c. 6, s. 116] 1991, c. 45, s. 58; 1996, c. 6, s. 116
Trust and Loan Companies Act — T-19.8 59
Public notice 59 (1) On the making of an order approving the commencement and carrying on of business by a company, the company 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 company 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 company. Non-application to former-Act company (3) For greater certainty, this section does not apply to a company referred to in subsections 52(2) and (3).
Trust and Loan Companies Act — T-19.8 60
Cessation of existence 60 Except for the sole purpose of winding up the company’s affairs, a company 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.