Short Title Short title 1 This Act may be cited as the  Federal Law–Civil Law Harmonization Act, No. 4 . PART 1 Financial Institutions Legislation Governing Financial Institutions 1991, c. 46 Bank Act 2 (1) The definition  biens immeubles  in section 2 of the French version of the  Bank Act  is repealed. Bank Act Clause 2 : (1) to (4) Existing text of the definitions: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or other intermediaries; ( véritable propriétaire  et  propriété effective ) fiduciary  means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; ( représentant ) form of proxy  means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) personal representative  means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) proxyholder  means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; ( fondé de pouvoir )  real property  includes a leasehold interest in real property; ( biens immeubles )  residential property  means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; ( immeuble résidentiel ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) security interest  means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération ) 2010, c. 12, s. 1894(1) (2) The definitions  fiduciary ,  personal representative ,  proxy ,  residential property  and  security interest  in section 2 of the Act are replaced by the following: fiduciary  means any person  who is  acting in a fiduciary capacity  or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person , and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor  or  administrator  of an estate, a liquidator of a succession, an administrator of the property of another , a committee, a guardian, a tutor, a curator, an assignee, a receiver  or sequestrator , an agent  or mandatary , or an attorney, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed  or, in Quebec, signed  form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) residential property  means  any  real property  or immovable  consisting of buildings  of which  at least one half of the floor space  is  used, or  is  to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest  or right  in or  a  charge on property, by way of mortgage  or hypothec , lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions  beneficial ownership ,  form of proxy  and  securities underwriter  in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents  or mandataries  or other intermediaries; ( véritable propriétaire  et  propriété effective ) form of proxy  means a written or printed form that, when completed and executed  or, in Quebec, signed  by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent  or mandatary  for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) (4) The definitions  fondé de pouvoir  and  opération  in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour  assister et agir au nom de  l’actionnaire aux assemblées des actionnaires. ( proxyholder ) opération  En matière de valeurs mobilières, toute  vente ou disposition pour contrepartie de valeur . ( trade ) 2010, c. 12, ss. 1894(2)(F) and (7)(E) (5) Paragraph (a) of the definition  security  in section 2 of the English version of the Act is replaced by the following: (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any  document  evidencing a deposit  with a financial institution  or, for greater certainty, a membership share, and (5) Relevant portion of the definition: security  means (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (6) and (7) New. (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 3 Subsection 15(1) of the French version of the Act is replaced by the following: Pouvoirs 15 (1) La banque a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 3 : Existing text of subsection 15(1): 15 (1) A bank has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 6 4 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the bank as a director,  an  officer,  an employee  or  an agent or mandatary  of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a  director,   an  officer,  an employee  or  an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee  or  any agent or mandatary  of the bank with actual or usual authority to issue the document is not valid or not genuine. Clause 4 : Relevant portion of subsection 20(1): 20 (1) No bank and no guarantor of an obligation of a bank may assert against a person dealing with the bank or against a person who has acquired rights from the bank that ...   (d) a person held out by the bank as a director, officer or representative of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the bank with actual or usual authority to issue the document is not valid or not genuine. 5 Paragraph 38(1)(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 5 : Relevant portion of subsection 38(1): 38 (1) Where a body corporate is continued as a bank under this Part, ...   (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; 2005, c. 54, s. 9 6 (1) Subparagraph 66(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the bank at arm’s length within the meaning of that expression in the  Income Tax Act , or Clause 6 : (1) Relevant portion of subsection 66(3): (3) Despite subsection (2), a bank may, subject to subsection (4), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the bank at arm’s length within the meaning of that expression in the  Income Tax Act , or 2010, c. 12, s. 1934(2) (2) Subparagraph 66(3.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the federal credit union at arm’s length within the meaning of that expression in the  Income Tax Act , or (2) Relevant portion of subsection 66(3.1): (3.1) Despite subsection (2), a federal credit union may, subject to subsection (4), record in the stated capital account maintained for its membership shares any part of the consideration it receives in an exchange if it issues membership shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the federal credit union at arm’s length within the meaning of that expression in the  Income Tax Act , or 2010, c. 12, s. 1937 7 Subsection 71(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a liability in respect of an amount unpaid on  the surrendered  share or membership share except in accordance with section 75. Clause 7 : Existing text of subsection 71(3): (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share or membership share except in accordance with section 75. 8 (1) The definitions  adverse claim  and  purchaser  in section 81 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest  or right  in a security; ( opposition ) purchaser  means a person who takes an interest  or right  in a security by sale, mortgage,  hypothec , pledge, issue, reissue, gift,  bequest, legacy  or any other voluntary transaction; ( acquéreur ) Clause 8 : (1) Existing text of the definitions: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition ) purchaser  means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) 2010, c. 12, s. 1946 (2) The portion of the definition  security  or  security certificate  in section 81 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest  or right  in or obligation of a bank, but does not include  a document  evidencing a deposit or, in the case of a federal credit union, a membership share; ( valeur mobilière  ou  certificat de valeur mobilière ) (2) Relevant portion of the definition: security  or  security certificate  means an instrument issued by a bank that is ...   (d) evidence of a share, participation or other interest in or obligation of a bank, but does not include an instrument evidencing a deposit or, in the case of a federal credit union, a membership share; ( valeur mobilière  ou  certificat de valeur mobilière ) 9 Paragraph 91(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void  or, in Quebec, null  if not exchanged for a share certificate representing a full share before a specified date; and Clause 9 : Relevant portion of section 91: 91 The directors of a bank may attach conditions to any scrip certificate issued by the bank, including conditions that (a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 15(E) 10 Section 94 of the Act is replaced by the following: Minors 94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance  or, in Quebec, annulment or reduction of the minor’s obligations  is effective against the bank. Clause 10 : Existing text of section 94: 94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance is effective against the bank. 1991, c. 46, s. 575 11 (1) Subsection 96(1) of the Act is replaced by the following: Transmission of securities 96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)(a) delivers to the bank or its transfer agent  the following documents , accompanied by any assurance the bank may require under section 127: (a) in  the  case of a  grant of probate or of letters of administration  or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the  original  document  or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration  or that issued the letters of verification or the judgment probating the will , (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters ; (d) in the case of a notarial will in Quebec,  an authentic  copy  of the will established in accordance with  the laws of that province; ( e ) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)(a) that states the particulars of the transmission; and ( f ) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 93(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 111. Clause 11 : (1) Existing text of subsection 96(1): 96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)(a) delivers to the bank or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)(a), or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province, together with (c) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)(a) that states the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 93(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 111, and accompanied by any assurance the bank may require under section 127. (2) The portion of subsection 96(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite  subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require  any of the documents mentioned in paragraphs (1)(a) to (c)  in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner  of the security  or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents: (2) and (3) Relevant portion of subsection 96(2): (2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents, namely, ... (b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder. (3) Paragraph 96(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest  or right  in the security and of the right of the personal representative or the designated person to become the registered shareholder. 12 Subsection 100(1) of the Act is replaced by the following: Notice of defect 100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another  document , instrument  or act , statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but  the  reference is not of itself notice to a purchaser for value of a defect going to the validity of the security,  even if  the security expressly states that a person accepting it admits the notice. Clause 12 : Existing text of subsection 100(1): 100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. 13 Subsection 104(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest  or right  purchased. Clause 13 : Existing text of subsection 104(3): (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. 14 Subsection 108(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent  or mandatary  are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. Clause 14 : Existing text of subsection 108(5): (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 15 (1) Paragraph 110(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un  droit  de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); Clause 15 : (1) and (2) Relevant portion of subsection 110(1): 110 (1) In this section, section 111, subsections 118(1), 121(4) and 126(1) and section 130,  appropriate person  means ...   (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; ...   (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. (2) Paragraph 110(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent  or mandatary , the person’s authorized agent  or mandatary . 16 Section 114 of the English version of the Act is replaced by the following: Effect of fiduciary failing to comply 114 Failure of a fiduciary to comply with a controlling instrument  or act  or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. Clause 16 : Existing text of section 114: 114 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 17 (1) The portion of subsection 121(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or  of an  interest  or right in such a security  may, in addition to other methods, be effected by making an appropriate entry in  those  records if the security is evidenced by Clause 17 : (1) and (2) Relevant portion of subsection 121(4): (4) If a security shown in the records of a clearing agency is evidenced by (a) a security certificate in the custody of the clearing agency or a custodian, or a nominee of either, subject to the instructions of the clearing agency, and is in bearer form or endorsed in blank by an appropriate person or registered in the name of the clearing agency or a custodian, or of a nominee of either, or (b) an uncertificated security registered or recorded in records maintained by or on behalf of the bank in the name of the clearing agency or a custodian, or of a nominee of either, subject to the instructions of the clearing agency, then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of an appropriate entry in the records of the clearing agency. (2) The portion of subsection 121(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 121(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of  similar  securities or interests  or rights in similar securities  as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or  any other information  and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (3) and (4) Existing text of subsections 121(5) to (7): (5) Under subsections (4) to (10), entries may be in respect of like securities or interests therein as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or the like and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (6) A transfer or pledge under subsections (4) to (10) has the effect of a delivery of a security in bearer form or duly endorsed in blank representing the amount of the obligation or the number of shares or rights transferred or pledged. (7) If a pledge or the creation of a security interest is intended, the making of entries has the effect of a taking of delivery by the pledgee or a secured party and the pledgee or secured party shall be deemed to have taken possession for all purposes. (4) Subsections 121(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le  gage  prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou  mis en gage . Inscription équivaut à acceptation de livraison (7) Si le  gage  ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 121(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le  gage  effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 126 à 133. (5) Existing text of subsection 121(9): (9) A transfer or pledge under subsections (4) to (10) does not constitute a registration of transfer under sections 126 to 133. 18 Subsection 123(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution  si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 18 : Existing text of subsection 123(2): (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 19 Sections 124 and 125 of the Act are replaced by the following: Seizure of security 124 No seizure of a security or other interest  or right  evidenced  by a security  is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 125 An agent or  mandatary, or a  bailee  or depositary , who in good faith, including observance of reasonable commercial standards if  they are  in the business of buying, selling or otherwise dealing with securities of a bank, has received securities and sold, pledged or delivered them according to the instructions of the principal or  mandator, or the bailor or depositor , is not liable for conversion or for participation in breach of fiduciary duty even though the principal  or mandator, or the bailor or depositor  has no right to dispose of the securities. Clause 19 : Existing text of sections 124 and 125: 124 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security. 125 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a bank, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities. 20 (1) Paragraph 127(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent  or mandatary , reasonable assurance of authority to sign; Clause 20 : (1) Relevant portion of subsection 127(1): 127 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (2) Paragraph 127(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et  visé  au paragraphe 96(1), de la copie certifiée  de l’ordonnance visée  à ce paragraphe et  rendue  dans les soixante jours  précédant  la présentation pour transfert de la valeur mobilière; (2) Relevant portion of subsection 127(4): (4) For the purposes of paragraph (1)(b),  evidence of appointment or incumbency  means (a) in the case of a fiduciary appointed by a court and referred to in subsection 96(1), a copy of the certified court order referred to in subsection 96(1) and dated not earlier than sixty days before the day a security is presented for transfer; or 21 Paragraph 129(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent  or mandatary  of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. Clause 21 : Relevant portion of subsection 129(2): (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either ...   (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 22 The portion of section 134 of the Act before paragraph (a) is replaced by the following: Rights and obligations 134 An authenticating trustee, registrar, transfer agent or other agent  or mandatary  of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, Clause 22 : Relevant portion of section 134: 134 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 23 Section 135 of the English version of the Act is replaced by the following: Notice 135 Notice to  one  of  the persons referred to in section 134  is notice to the issuer in respect of the functions performed by  that person . Clause 23 : Existing text of section 135: 135 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent. 24 Subsection 143(6) of the French version of the Act is replaced by the following: Immunité (6) La banque ou  la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément aux  paragraphes (2) et (3). Clause 24 : Existing text of subsection 143(6): (6) No bank or person acting on behalf of a bank incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 2010, c. 12, s. 1957 25 Subsection 144.1(10) of the French version of the Act is replaced by the following: Immunité (10) La coopérative de crédit fédérale ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition. Clause 25 : Existing text of subsection 144.1(10): (10) No federal credit union or person acting on behalf of a federal credit union incurs any liability by reason only of circulating a proposal. 1997, c. 15, s. 10 26 Paragraph (b) of the definition  solicit  or  solicitation  in section 156.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute  or, in Quebec, to sign or not to sign  a form of proxy or to revoke a proxy, Clause 26 : Relevant portion of the definition: solicit  or  solicitation  includes ...   (b) a request to execute or not to execute a form of proxy or to revoke a proxy, ...   but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g) the sending by a registrant of the documents referred to in section 156.07, or (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. ( sollicitation ) 1997, c. 15, s. 10 27 (1) Subsections 156.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 156.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing  or, in Quebec, signing  a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy  is to  be executed  or, in Quebec, signed  by a shareholder or by a shareholder’s attorney authorized in writing to do so. Clause 27 : (1) Existing text of subsections 156.02(1) and (2): 156.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 10 (2) Subsection 156.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in  boldface  type, that the shareholder by whom or on whose behalf it is executed  or, in Quebec, signed  may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. (2) Existing text of subsection 156.02(4): (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 10 (3) The portion of paragraph 156.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument  or act  in writing executed  or, in Quebec, signed  by the shareholder or by the shareholder’s attorney authorized in writing to do so (3) Relevant portion of subsection 156.02(6): (6) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 10 28 Section 156.03 of the English version of the Act is replaced by the following: Deposit of proxies 156.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which  proxies  to be used at the meeting or the continued  meeting  must be deposited with the bank or its transfer agent. The time specified  must  not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. Clause 28 : Existing text of section 156.03: 156.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified may not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 10 29 Subsection 156.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 156.06 (1) A person who solicits a proxy and is appointed proxyholder  must  attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder  must  comply with the directions of the shareholder who  appointed them . Clause 29 : Existing text of subsection 156.06(1): 156.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. 2005, c. 54, s. 31 30 Subsection 156.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne  agissant en son nom  fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). Clause 30 : Existing text of subsection 156.07(4): (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). 2001, c. 9, s. 67 31 Subsection 156.09(10) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (9) (10) Le paragraphe (9) cesse de s’appliquer s’il y a eu  disposition  des actions ayant donné lieu à l’arrêté. Clause 31 : Existing text of subsection 156.09(10): (10) Subsection (9) ceases to apply in respect of a person when the shares to which the order relates have been disposed of. 2012, c. 31, s. 109 32 (1) Paragraph 160(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is  a  director, an officer,  an  employee or  an  agent  or mandatary  of — or any other person acting on behalf of — an  eligible agent   as defined in  subsection 370(1); Clause 32 : (1) and (2) Relevant portion of section 160: 160 The following persons are disqualified from being directors of a bank: ...   (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of subsection 370(1); ...   (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof; and (2) Paragraph 160(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country ; and 2010, c. 12, s. 1978 33 Subsection 175(3) of the French version of the Act is replaced by the following: Immunité (3) La banque ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément aux paragraphes (1) ou (2), la déclaration faite par un administrateur. Clause 33 : Existing text of subsection 175(3): (3) No bank or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1) or (2). 2010, c. 12, s. 1986 34 Section 192.09 of the French version of the Act is replaced by the following: Maintien des droits 192.09 Les modifications des lettres patentes ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager la coopérative de crédit fédérale, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 34 : Existing text of section 192.09: 192.09 No amendment to the letters patent or by-laws of a federal credit union affects an existing cause of action or claim or liability to prosecution in favour of or against the federal credit union or its directors or officers, or any civil, criminal or administrative action or proceeding to which the federal credit union or any of its directors or officers are a party. 2010, c. 12, s. 1986 35 Paragraph 192.1(b) of the Act is replaced by the following: (b) there were in the by-law a covenant under seal,  or, in Quebec, a formal undertaking , on the part of each member, and the successors and assigns of the member, to conform to the by-law. Clause 35 : Relevant portion of section 192.1: 192.1 Subject to this Act, every by-law of a federal credit union binds the federal credit union and its members to the same extent as if ...   (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform to the by-law. 2005, c. 54, s. 40 36 Paragraph 203(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the bank, an entity controlled by the bank or an entity in which the bank has a substantial investment; Clause 36 : Relevant portion of subsection 203(1): 203 (1) A director who is required to make a disclosure under subsection 202(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the bank, an entity controlled by the bank or an entity in which the bank has a substantial investment; 37 Subsection 210(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of a bank pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 37 : Existing text of subsection 210(5): (5) Where a director of a bank pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 38 Section 222 of the French version of the Act is replaced by the following: Maintien des droits 222 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager la banque, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 38 : Existing text of section 222: 222 No amendment to the incorporating instrument or by-laws of a bank affects an existing cause of action or claim or liability to prosecution in favour of or against the bank or its directors or officers, or any civil, criminal or administrative action or proceeding to which the bank or any of its directors or officers are a party. 2001, c. 9, s. 86 39 Subsection 229.1(1) of the English version of the Act is replaced by the following: Court enforcement 229.1 (1) If a bank or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 39 : Existing text of subsection 229.1(1): 229.1 (1) If a bank or any director, officer, employee or agent of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 40 Paragraph 230(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 40 : Relevant portion of subsection 230(1): 230 (1) On the day provided for in the letters patent issued under section 229 ...   (d) any existing cause of action, claim or liability to prosecution is unaffected; 2010, c. 12, s. 2009(3)(E) 41 (1) Subsection 240(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up. Clause 41 : (1) Existing text of subsection 240(5): (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up. (2) The portion of subsection 240(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A bank or its agent  or mandatary must  provide a supplemental list of shareholders required under subsection (5) (2) Relevant portion of subsection 240(6): (6) A bank or its agent shall provide a supplemental list of shareholders required under subsection (5) 42 The portion of section 244 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 244 A bank and its agents  or mandataries must  take reasonable precautions to Clause 42 : Relevant portion of section 244: 244 A bank and its agents shall take reasonable precautions to 2005, c. 54, s. 53 43 (1) Subsection 248(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 43 : (1) Existing text of subsection 248(6): (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 53 (2) The portion of subsection 248(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A bank or its agent  or mandatary must  provide the supplementary information within (2) Relevant portion of subsection 248(7): (7) A bank or its agent shall provide the supplementary information within 44 Section 250 of the English version of the Act is replaced by the following: Agent or mandatary 250 A bank may appoint an agent  or mandatary  to maintain its central securities register and each of its branch securities registers. Clause 44 : Existing text of section 250: 250 A bank may appoint an agent to maintain its central securities register and each of its branch securities registers. 45 The portion of section 254 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 254 A bank, its agent  or mandatary  or a  trustee   as defined in  section 294 is not required to produce Clause 45 : Relevant portion of section 254: 254 A bank, its agent or a trustee within the meaning of section 294 is not required to produce 2010, c. 12, s. 2015 46 (1) Subsection 254.1(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 46 : (1) Existing text of subsection 254.1(6): (6) A person who wishes to examine a members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent to provide supplementary information setting out any changes made to the register. 2010, c. 12, s. 2015 (2) The portion of subsection 254.1(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A federal credit union or its agent  or mandatary  must provide the supplementary information within (2) Relevant portion of subsection 254.1(7): (7) A federal credit union or its agent must provide the supplementary information within 2010, c. 12, s. 2015 47 Section 254.3 of the English version of the Act is replaced by the following: Agent or mandatary 254.3 A federal credit union may appoint an agent  or mandatary  to maintain its members register and each of its branch members registers. Clause 47 : Existing text of section 254.3: 254.3 A federal credit union may appoint an agent to maintain its members register and each of its branch members registers. 2010, c. 12, s. 2015 48 Section 254.6 of the English version of the Act is replaced by the following: Cancelled membership share certificate 254.6 A federal credit union, its agent  or mandatary  or a  trustee   as defined in  section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled. Clause 48 : Existing text of section 254.6: 254.6 A federal credit union, its agent or a trustee within the meaning of section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled. 2005, c. 54, s. 54 49 Subsection 256(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of a bank is not invalid merely because a corporate seal is not affixed to it. Clause 49 : Existing text of subsection 256(2): (2) A document executed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it. 50 The definitions  option d’achat  and  option de vente  in subsection 265(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par  livraison  qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) Clause 50 : Existing text of the definitions: call  means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) put  means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) 2005, c. 54, s. 57 51 Paragraph 271(5)(c) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the person has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity; Clause 51 : Relevant portion of subsection 271(5): (5) In subsection (4),  associate  means with respect to a person ...   (c) a trust or estate in which the person has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 57 52 (1) Paragraph 277(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la banque n’a pas acheté les actions sont  joints comme parties à l’instance  et sont liés par la décision du tribunal; Clause 52 : (1) Relevant portion of subsection 277(18): (18) On an application to a court under subsection (14) or (15), (a) all dissenting shareholders whose shares have not been purchased by the bank are to be joined as parties and are bound by the decision of the court; 2005, c. 54, s. 57 (2) Subsection 277(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à  joindre comme parties à l’instance  et doit  alors  fixer la juste valeur des actions en question. (2) Existing text of subsection 277(19): (19) On an application to a court under subsection (14) or (15), the court may determine whether any other person is a dissenting shareholder and is to be joined as a party and the court shall then fix a fair value for the shares of all dissenting shareholders. 2005, c. 54, s. 58(4)(E) 53 (1) Paragraph (c) of the definition  associate of the offeror  in subsection 283(1) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity, Clause 53 : (1) Relevant portion of the definition: associate of the offeror  means ...   (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 58(6)(F) (2) The portion of the definition  offeror  in subsection 283(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent  or mandatary , who makes a take-over bid, and includes two or more persons who, directly or indirectly, (2) Relevant portion of the definition: offeror  means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 66 54 Paragraph 290(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 286b) et dont les actions n’ont pas été acquises par le pollicitant sont  joints comme parties à l’instance  et  sont  liés par la décision du tribunal; Clause 54 : Relevant portion of section 290: 290 On an application under subsection 289(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 286(b) and whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and 55 (1) Subsection 291(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 291 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 289(1) ou (2), décider s’il existe d’autres pollicités opposants à  joindre comme parties à l’instance . Clause 55 : (1) Existing text of subsection 291(1): 291 (1) On an application to a court under subsection 289(1) or (2), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. (2) Paragraph 291(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie  ou en fidéicommis  le montant en numéraire ou toute autre contrepartie par une personne autre que la banque pollicitée; (2) Relevant portion of subsection 291(4): (4) In connection with proceedings under subsection 289(1) or (2), a court may make any order it thinks fit and, without limiting the generality of the foregoing, may ...   (b) order that the money or other consideration is to be held in trust by a person other than the offeree bank; 56 The definition  trust indenture  in section 294 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument  or act , including any supplement or amendment made  to it  by a bank, under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of  that  subordinated indebtedness. ( acte de fiducie ) Clause 56 : Existing text of the definition: trust indenture  means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a bank under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie ) 57 Subparagraph 315(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the bank within the two years immediately preceding the firm’s proposed appointment as auditor of the bank, other than an affiliate that is a subsidiary of the bank acquired  under  section 472 or through a realization of security  under  section 473. Clause 57 : Relevant portion of subsection 315(2): (2) For the purposes of subsection (1), ...   (b) a member of a firm of accountants is deemed not to be independent of a bank if that member, a business partner of that member or the firm of accountants ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the bank within the two years immediately preceding the firm’s proposed appointment as auditor of the bank, other than an affiliate that is a subsidiary of the bank acquired pursuant to section 472 or through a realization of security pursuant to section 473. 58 (1) Subsection 324(1) of the English version of the Act is replaced by the following: Right to information 324 (1) On the request of the auditor or auditors of a bank, the present or former directors, officers, employees or agents  or mandataries  of the bank  must , to the extent that  they  are reasonably able to do so, (a) permit access to  any  records, assets and security held by the bank or any entity in which the bank has a substantial investment  that are, in the auditor’s or auditors’ opinion, necessary to enable  the auditor or auditors  to perform their duties ; and (b) provide  any  information and explanations  that  are, in the  auditor’s or auditors’  opinion, necessary to enable the auditor or auditors to perform  their  duties. Clause 58 : (1) Existing text of subsection 324(1): 324 (1) On the request of the auditor or auditors of a bank, the present or former directors, officers, employees or agents of the bank shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the bank or any entity in which the bank has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor or auditors, necessary to enable the auditor or auditors to perform the duties of the auditor or auditors of the bank. (2) Paragraph 324(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents  or mandataries  of any entity in which the bank has a substantial investment the information and explanations that  those  persons are reasonably able to provide and that are, in the  auditor’s or auditors’  opinion, necessary to enable the auditor or auditors to perform  their  duties; and (2) Relevant portion of subsection 324(2): (2) On the request of the auditor or auditors of a bank, the directors of the bank shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the bank has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor or auditors, necessary to enable them to perform the duties of the auditor or auditors of the bank; and 59 Subsection 336(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 334(1) or section 338  must  not be stayed, discontinued, settled or dismissed for want of prosecution  or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure , without the approval of the court given on  any  terms  that  the court thinks fit and, if the court determines that the interests  or rights  of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 59 : Existing text of subsection 336(2): (2) An application made or an action brought or intervened in under subsection 334(1) or section 338 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 77(F) 60 Paragraph 349(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non  une garantie , fixer sa rémunération et le remplacer; Clause 60 : Relevant portion of section 349: 349 In connection with the liquidation and dissolution of a bank, the court may, where it is satisfied that the bank is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing, ...   (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; 61 (1) Paragraph 353(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte  en  fiducie  ou en fidéicommis  pour les fonds reçus dans le cadre de la liquidation de la banque; Clause 61 : (1) Relevant portion of subsection 353(1): 353 (1) A liquidator shall ...   (d) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the bank; (2) Paragraph 353(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute  or, in Quebec, sign  documents in the name and on behalf of the bank; (2) Relevant portion of subsection 353(2): (2) A liquidator may ...   (e) do all acts and execute documents in the name and on behalf of the bank; 2010, c. 12, s. 2044(2) 62 Subsection 357(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or  a  fidelity bond  or fidelity insurance  for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union. Clause 62 : Existing text of subsection 357(3): (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union. 2010, c. 12, s. 2047(3) 63 Paragraph 363(4)(a) of the French version of the Act is replaced by the following: a) de  joindre comme partie à l’instance  chaque ancien actionnaire, ancien membre ou fondateur retrouvé par le demandeur; Clause 63 : Relevant portion of subsection 363(4): (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder, member or incorporator; 64 (1) The portion of the definition  agent  in subsection 370(1) of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to  His  Majesty in right of Canada or of a province,  an agent of His Majesty in right of Canada or an  agent  or mandatary  of  His  Majesty in  right of a province , and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a  function  or duty on behalf of  His  Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person, Clause 64 : (1) and (2) Relevant portion of the definition: agent  means (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person, ... (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee, and (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person; ( mandataire ) (2) The portion of the definition  agent  in subsection 370(1) of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which  His  Majesty in either of those rights contributes and of which an official or entity that is an agent of  His  Majesty in  right of Canada or an agent or mandatary of His Majesty in right  of  a province  is a trustee, and (b) in relation to the government of a foreign country or any political subdivision  of a foreign country , a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person. ( mandataire ) 2001, c. 9, s. 98 65 Paragraphs 378.1(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in. Clause 65 : Relevant portion of section 378.1: 378.1 No person may control or be a major shareholder of a bank if the person or an entity affiliated with the person (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 98 66 Paragraphs 378.2(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in. Clause 66 : Relevant portion of section 378.2: 378.2 No person who controls a bank or who is a major shareholder of a bank, and no entity affiliated with that person, may (a) control or have a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2010, c. 12, s. 2068(2) 67 Paragraph 392(2)(a) of the French version of the Act is replaced by the following: a) il y a eu  disposition  des actions ou des parts sociales ayant donné lieu à la contravention; Clause 67 : Relevant portion of subsection 392(2): (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares or membership shares to which the contravention relates have been disposed of; 68 Section 406 of the English version of the Act is replaced by the following: Reliance on information 406 A bank and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the bank may rely on any information contained in a declaration required by the directors  under  section 405 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under section 405 , and no action lies against the bank or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 68 : Existing text of section 406: 406 A bank and any person who is a director or an officer, employee or agent of the bank may rely on any information contained in a declaration required by the directors pursuant to section 405 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the bank or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 101 69 (1) Paragraph 411(1)(a) of the English version of the Act is replaced by the following: (a) act as agent  or mandatary  for any person in respect of the provision of any service that is provided by a financial institution, a  permitted entity  as defined in subsection 464(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or Clause 69 : (1) Relevant portion of subsection 411(1): 411 (1) Subject to section 416, a bank may (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 464(1) or a prescribed entity and may enter into an arrangement with any person in respect of the provision of that service; or (2) Paragraphs 411(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the  person  for whom a bank is acting as agent  or mandatary under  subsection (1); and (b) whether any commission is being earned by a bank when acting as agent  or mandatary under  subsection (1). (2) Relevant portion of subsection 411(2): (2) The Governor in Council may make regulations respecting the disclosure of (a) the name of the principal for whom a bank is acting as agent pursuant to subsection (1); and (b) whether any commission is being earned by a bank when acting as agent pursuant to subsection (1). 70 Section 412 of the Act is replaced by the following: Prohibited activities 412 It is prohibited for a  bank  to  act in Canada (a) as an executor or administrator  of an estate  or  liquidator of a succession ; (b) as  a trustee for a trust; ( c ) as  a guardian, committee, tutor, curator or adviser of  an incapable  person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). Clause 70 : Existing text of section 412: 412 No bank shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust. 2007, c. 6, s. 25(1) 71 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 413.2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)(b) or (c)  must  not, in respect of its business in Canada, act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. Clause 71 : (1) Existing text of subsection 413.2(1): 413.2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 104  (2) Subsection 413.2(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a bank referred to in subsection (1) may act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. (2) Existing text of subsection 413.2(3): (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a bank referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 106 72 Section 417 of the Act is replaced by the following: Restriction on leasing 417 A bank  must  not engage in Canada in any personal property  or movable  leasing activity in which a  financial leasing entity , as defined in subsection 464(1), is not permitted to engage. Clause 72 : Existing text of section 417: 417 A bank shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, as defined in subsection 464(1), is not permitted to engage. 2007, c. 6, s. 27 73 (1) Subsection 418(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 418 (1) A bank  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, or refinance a loan  for that purpose , if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 73 : (1) Existing text of subsection 418(1): 418 (1) A bank shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. (2) Paragraph 418(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or  under  which a different limit on the value of  residential  property on the security of which the bank may make a loan is established; (2) and (3) Relevant portion of subsection 418(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the bank may make a loan is established; ...   (d) a loan secured by a mortgage where (i) the mortgage is taken back by the bank on a property disposed of by the bank, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the bank for the property. 1997, c. 15, s. 46 (3) Paragraph 418(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the bank on a property disposed of by the bank, including  when  the disposition is by way of a realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the bank for the property. 74 Section 420 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 420 A bank  must  not grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or business of the bank. Clause 74 : Existing text of section 420: 420 A bank shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the bank. 75 (1) The definition  bateau de pêche  in subsection 425(1) of the French version of the Act is replaced by the following: bateau de pêche  Navire ou vaisseau ou tout autre genre de bateau destiné à la pêche, ainsi que les engins, appareils et dispositifs destinés à l’armement du bateau et en faisant partie, ou toute part ou tout  intérêt  partiel dans celui-ci. ( fishing vessel ) Clause 75 : (1) Existing text of the definition: fishing vessel  means any ship or boat or any other description of vessel for use in fishing and equipment, apparatus and appliances for use in the operation thereof and forming part thereof, or any share or part interest therein; ( bateau de pêche ) (2) Paragraphs (a) and (b) of the definition  warehouse receipt  in subsection 425(1) of the Act are replaced by the following: (a) any receipt given by any person for goods, wares and merchandise in the person’s actual, visible and continued possession as  a  bailee  or depositary  in good faith and not as  an  owner, (b) receipts given by any person who is the owner or keeper of a harbour, cove, pond, wharf, yard, warehouse, shed, storehouse or other place for the storage of goods, wares and merchandise, for goods, wares and merchandise delivered to the person as  a  bailee  or depositary , and actually in the place or in one or more of the places owned or kept by the person, whether or not that person is engaged in other business, (2) and (3) Relevant portion of the definition: warehouse receipt  includes (a) any receipt given by any person for goods, wares and merchandise in the person’s actual, visible and continued possession as bailee thereof in good faith and not as the owner thereof, (b) receipts given by any person who is the owner or keeper of a harbour, cove, pond, wharf, yard, warehouse, shed, storehouse or other place for the storage of goods, wares and merchandise, for goods, wares and merchandise delivered to the person as bailee, and actually in the place or in one or more of the places owned or kept by the person, whether or not that person is engaged in other business, ...   (e) receipts given by any person for any hydrocarbons received by the person as bailee, whether the person’s obligation to restore requires delivery of the same hydrocarbons or may be satisfied by delivery of a like quantity of hydrocarbons of the same or a similar grade or kind. ( récépissé d’entrepôt ) (3) Paragraph (e) of the definition  warehouse receipt  in subsection 425(1) of the Act is replaced by the following: (e) receipts given by any person for any hydrocarbons received by the person as  a  bailee  or depositary , whether the person’s obligation to restore requires delivery of the same hydrocarbons or may be satisfied by delivery of  the same  quantity of hydrocarbons of the same or a similar grade or kind. ( récépissé d’entrepôt ) 76 (1) The portion of subsection 426(1) of the French version of the Act before paragraph (a) is replaced by the following: Prêts sur hydrocarbures et substances minérales 426 (1) La banque peut consentir des prêts ou des avances garantis soit par un ou plusieurs des biens  ci-après , soit par des droits  ou intérêts  relatifs à l’un de ces biens, que la garantie ait été fournie par l’emprunteur, une caution ou une tierce personne : Clause 76 : (1) and (2) Relevant portion of subsection 426(1): 426 (1) A bank may lend money and make advances on the security of any or all of the following, namely, ...   (c) the estate or interest of any person in or to any such hydrocarbons or minerals, rights, licences, permits and lands whether the estate or interest is entire or partial, and ...   or of any rights or interests in or to any of the foregoing whether the security be taken from the borrower or from a guarantor of the liability of the borrower or from any other person. (2) Paragraph 426(1)(c) of the Act is replaced by the following: (c) the entire or partial estate or interest of any person,  or the right or share of a right of any person, including an immovable real right , in or to  those  hydrocarbons or minerals, rights, licences, permits and lands, and (3) The portion of subsection 426(2) of the English version of the Act before paragraph (b) is replaced by the following: Security (2) Security under this section may be given by signature and delivery to the bank, by or on behalf of the person giving the security, of an instrument  or act  in the prescribed form or in a form  of similar  effect, and  affects  the property described in the instrument  or act  giving the security (a) of which the person giving the security is the owner at the time of the delivery of the instrument  or act , or (3) and (4) Relevant portion of subsection 426(2): (2) Security under this section may be given by signature and delivery to the bank, by or on behalf of the person giving the security, of an instrument in the prescribed form or in a form to the like effect, and shall affect the property described in the instrument giving the security (a) of which the person giving the security is the owner at the time of the delivery of the instrument, or (b) of which that person becomes the owner at any time thereafter before the release of the security by the bank, whether or not the property is in existence at the time of the delivery, all of which property is for the purposes of this Act property covered by the security. (4) Paragraph 426(2)(b) of the Act is replaced by the following: (b) of which that person becomes the owner at any time  after the delivery of the instrument or act and  before the release,  discharge or cancellation  of the security by the bank, whether or not the property is in existence at the time of the delivery, (5) The portion of subsection 426(3) of the English version of the Act before paragraph (a) is replaced by the following: Rights under security (3) Any security given under this section vests in the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, full power, right and authority, through its officers,  its  employees or  its  agents  or mandataries , in the event of (5) and (6) Relevant portion of subsection 426(3): (3) Any security given under this section vests in the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, full power, right and authority, through its officers, employees or agents, in the event of (a) non-payment of any loan or advance as security for the payment of which the bank has taken the security, or (b) failure to care for, maintain, protect or preserve the property covered by the security, to do all or any of the following, namely, take possession of, seize, care for, maintain, use, operate and, subject to the provisions of any other Act and any regulations made under any other Act governing the ownership and disposition of the property that is the subject of the security, sell the property covered by the security or part thereof as it sees fit. (6) The portion of subsection 426(3) of the French version of the Act after paragraph (b) is replaced by the following: tous les pouvoirs — en sus et sans préjudice des autres pouvoirs qui lui sont dévolus — pour prendre, à sa convenance, toutes les mesures  ci-après  ou certaines d’entre elles,  à  savoir : prendre possession de la totalité ou d’une partie des biens affectés à la garantie ou les saisir, les prendre en charge, en assurer l’entretien, les utiliser, les exploiter et, sous réserve de toute autre loi qui en régit la propriété et  la disposition  et de ses règlements, les vendre selon qu’elle le juge à propos. 2012, c. 5, s. 37 (7) Subsections 426(7) and (7.1) of the Act are replaced by the following: Priority of bank’s rights (7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all  interests or  rights subsequently acquired in, on or in respect of the property and over the claim of any holder of a mechanics’ lien  or construction legal hypothec , of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property. Exception (7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on,  or, in Quebec, a prior claim or a right of retention with respect to , the equipment or casing, or of any person who has a security interest in the property that was  unperfected  at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that lien,  that prior claim, that right of retention  or that security interest. (7) Existing text of subsections 426(7) and (7.1): (7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all rights subsequently acquired in, on or in respect of the property and also over the claim of any mechanics’ lien holder, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property. (7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that unpaid vendor’s lien or that other person’s security interest. (8) The portion of subsection 426(8) of the French version of the Act before paragraph (b) is replaced by the following: Priorité des droits de la banque (8) Les droits et pouvoirs de la banque concernant les biens visés par une garantie donnée conformément au présent article ne priment pas les droits  ou intérêts  acquis sur ces biens, sauf si : a) avant l’enregistrement de ces droits  ou intérêts , (8) to (10) Relevant portion of subsection 426(8): (8) The rights and powers of a bank in respect of the property covered by security given under this section do not have priority over an interest or a right acquired in, on or in respect of the property unless, prior to (a) the registration of such interest or right, or (b) the registration or filing of the deed or other instrument evidencing such interest or right, or of a caution, caveat or memorial in respect thereof, there has been registered or filed in the proper land registry or land titles office or office in which are recorded the rights, licences or permits referred to in this section, (c) an original of the instrument giving the security, (d) a copy of the instrument giving the security, certified by an officer or employee of the bank to be a true copy, or (9) Paragraph 426(8)(b) of the Act is replaced by the following: (b) the registration or filing of the deed or other instrument  or act  evidencing  the  interest or right, or of a caution, caveat or memorial in respect  of it , (10) Paragraphs 426(8)(c) and (d) of the English version of the Act are replaced by the following: (c) an original of the instrument  or act  giving the security, (d) a copy of the instrument  or act  giving the security, certified by an officer or employee of the bank to be a true copy, or (11) Subsection 426(10) of the French version of the Act is replaced by the following: Exception (10) Les paragraphes (8) et (9) ne  s’appliquent  pas si la loi provinciale en cause ne permet pas l’enregistrement ou le dépôt du document présenté ou si les lois fédérales régissant la propriété et  la disposition  du bien qui fait l’objet d’une garantie donnée en vertu du présent article ne prévoient pas, par un renvoi exprès au présent article, l’enregistrement ou le dépôt du document présenté. (11) Existing text of subsection 426(10): (10) Subsections (8) and (9) do not apply if the law of the appropriate province does not permit the registration or filing of the tendered document or if any law enacted by or under the authority of Parliament, governing the ownership and disposal of the property that is the subject of security given under this section, does not provide by specific reference to this section for the registration or filing of the tendered document. 77 (1) Paragraph 427(2)(b) of the Act is replaced by the following: (b) of which that person becomes the owner at any time  after the delivery of the document and  before the release,  discharge or cancellation  of the security by the bank, whether or not the property is in existence at the time of the delivery, Clause 77 : (1) and (2) Relevant portion of subsection 427(2): (2) Delivery of a document giving security on property to a bank under the authority of this section vests in the bank in respect of the property therein described ... (b) of which that person becomes the owner at any time thereafter before the release of the security by the bank, whether or not the property is in existence at the time of the delivery, the following rights and powers, namely, ... (d) if the property (i) is property on which security is given under paragraph (1)(c) consisting of aquacultural stock growing or produced in the aquaculture operation or aquacultural equipment, (ii) is property on which security is given under paragraph (1)(d) consisting of crops or agricultural equipment, (iii) is property on which security is given under any of paragraphs (1)(e), (f), (k) and (l), (iv) is property on which security is given under paragraph (1)(m) consisting of aquacultural equipment, (v) is property on which security is given under paragraph (1)(n) consisting of agricultural equipment, or (vi) is property on which security is given under paragraph (1)(p) consisting of forestry equipment, a first and preferential lien and claim thereon for the sum secured and interest thereon, and as regards a crop as well before as after the severance from the soil, harvesting or threshing thereof, and, in addition thereto, the same rights and powers in respect of the property as if the bank had acquired a warehouse receipt or bill of lading in which the property was described, and all rights and powers of the bank subsist notwithstanding that the property is affixed to real property and notwithstanding that the person giving the security is not the owner of that real property, and all such property in respect of which such rights and powers are vested in the bank under this section is for the purposes of this Act property covered by the security. (2) The portion of paragraph 427(2)(d) of the Act after subparagraph (vi) is replaced by the following: a first and preferential lien and claim  on the property  for the sum secured and interest, and  in the case of  a crop before  and  after the severance from the soil, harvesting or threshing  of the crop , and, in addition, the same rights and powers in respect of the property as if the bank had acquired a warehouse receipt or bill of lading in which the property was described, and all rights and powers of the bank subsist  even if  the property is affixed to real property  or immovables  and  even if  the person giving the security is not the owner of  the  real property  or immovables , (3) The portion of subsection 427(3) of the English version of the Act before paragraph (a) is replaced by the following: Power of bank to take possession, etc. (3) If  security on any property is given to a bank under any of paragraphs (1)(c) to (p), the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, has full power, right and authority, through its officers,  its  employees or  its  agents  or mandataries , in the case of (3) to (5) Relevant portion of subsection 427(3): (3) Where security on any property is given to a bank under any of paragraphs (1)(c) to (p), the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, has full power, right and authority, through its officers, employees or agents, in the case of ... (e) any attempt, without the consent of the bank, to dispose of any property covered by the security, or ... to take possession of or seize the property covered by the security, and in the case of aquacultural stock growing or produced in the aquaculture operation or a crop growing or produced on the farm to care for it and, where applicable, harvest it or thresh the grain therefrom, and in the case of livestock or aquatic plants and animals to care for them, and has the right and authority to enter on any land, premises or site whenever necessary for any such purpose and to detach and remove such property, exclusive of wiring, conduits or piping incorporated in a building, from any real property to which it is affixed. (4) Paragraph 427(3)(e) of the French version of the Act is replaced by the following: e) tentative, sans le consentement de la banque, de  disposition des  biens affectés à la garantie, (5) The portion of subsection 427(3) of the Act after paragraph (f) is replaced by the following: to take possession of or seize the property covered by the security, and in the case of aquacultural stock growing or produced in the aquaculture operation or a crop growing or produced on the farm, to care for it and,  if  applicable,  to  harvest it or thresh the grain  from it , and in the case of livestock or aquatic plants and animals, to care for them, and has the right and authority to enter on any land, premises or site whenever necessary for any  of those purposes  and to detach and remove  the  property  covered by the security , exclusive of wiring, conduits or piping incorporated in a building, from any real property  or immovable  to which it is affixed. (6) Paragraph 427(4)(a) of the English version of the Act is replaced by the following: (a) the rights and powers of the bank in respect of property covered by the security are void as against or,  in Quebec, may not be set up against , creditors of the person giving the security and  persons who, subsequently and  in good faith,  purchase, or take a mortgage or hypothec on , the property covered by the security unless a notice of intention signed by or on behalf of the person giving the security was registered in the appropriate agency not more than three years immediately before the security was given; (6) Relevant portion of subsection 427(4): (4) The following provisions apply where security on property is given to a bank under this section: (a) the rights and powers of the bank in respect of property covered by the security are void as against creditors of the person giving the security and as against subsequent purchasers or mortgagees in good faith of the property covered by the security unless a notice of intention signed by or on behalf of the person giving the security was registered in the appropriate agency not more than three years immediately before the security was given; 2012, c. 5, s. 38 78 (1) Subsection 428(1) of the Act is replaced by the following: Priority of bank’s rights 428 (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all  interests or  rights subsequently acquired in, on or in respect of that property, and over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property. Clause 78 : (1) Existing text of subsection 428(1): 428 (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all rights subsequently acquired in, on or in respect of that property, and also over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property. 2012, c. 5, s. 38 (2) Subsection 428(2) of the Act is replaced by the following: Exception (2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on,  or, in Quebec, a prior claim or a right of retention with respect to , the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that lien,  that prior claim, that right of retention  or that security interest. (2) Existing text of subsection 428(2): (2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that unpaid vendor’s lien or that other person’s security interest. (3) The portion of subsection 428(3) of the Act before paragraph (a) is replaced by the following: Registration required (3) If  security has been given to a bank  on property  under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment that is or has become affixed to real property or  an immovable , the rights and powers of the bank do not have priority over any interest or right acquired in, on or in respect of the real property  or immovable  after that property has become affixed  to it , unless, prior to (3) to (5) Relevant portion of subsection 428(3): (3) Where security has been given to a bank under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment that is or has become affixed to real property, the rights and powers of the bank do not have priority over any interest or right acquired in, on or in respect of the real property after that property has become affixed thereto unless, prior to (a) the registration of the interest or right, or (b) the registration or filing of the deed or other instrument evidencing the interest or right, or of a caution, caveat or memorial in respect thereof, there has been registered or filed in the proper land registry or land titles office, (c) an original of the document giving the security, (d) a copy of the document giving the security, certified by an officer or employee of the bank to be a true copy, or (e) a caution, caveat or memorial in respect of the rights of the bank. (4) Paragraph 428(3)(a) of the French version of the Act is replaced by the following: a) l’enregistrement de ces droits  ou intérêts , (5) Paragraph 428(3)(b) of the Act is replaced by the following: (b) the registration or filing of the deed or other instrument  or act  evidencing the interest or right, or of a caution, caveat or memorial in respect  of the interest or right , (6) Subsection 428(4) of the Act is replaced by the following: Procedure for registering (4) Every registrar or officer in charge of the proper land registry or land titles office to whom a document mentioned in paragraph (3)(c), (d) or (e) is tendered  must  register or file the document according to the ordinary procedure for registering or filing within that office documents that evidence liens or charges against, or cautions, caveats or memorials in respect of claims to, interests  in  or rights in respect of, real property  or immovables  and subject to payment of the  applicable  fees, but subsection (3) and this subsection do not apply if provincial law does not permit  the  registration or filing of the tendered document. (6) Existing text of subsection 428(4): (4) Every registrar or officer in charge of the proper land registry or land titles office to whom a document mentioned in paragraph (3)(c), (d) or (e) is tendered shall register or file the document according to the ordinary procedure for registering or filing within that office documents that evidence liens or charges against, or cautions, caveats or memorials in respect of claims to, or interests or rights in respect of, real property and subject to payment of the like fees, but subsection (3) and this subsection do not apply if the provincial law does not permit such registration or filing of the tendered document. (7) The portion of paragraph 428(8)(b) of the Act after subparagraph (ii) is replaced by the following: and the proceeds of  the  sale of livestock, after deducting all expenses incurred by the bank and all expenses of seizure and sale,  must  be first applied to satisfy liens or pledges  or movable hypothecs  having priority over the security given to the bank and for which claims have been filed with the person making the sale, and the balance  must  be applied in payment of the debt, liability, loan or advance, with interest and the surplus, if any, returned to the person by whom the security was given. (7) Relevant portion of subsection 428(8): (8) The power of sale referred to in subsection (7) shall, unless the person by whom the security mentioned in that subsection was given has agreed to the sale of the property otherwise than as herein provided or unless the property is perishable and to comply with the following provisions might result in a substantial reduction in the value of the property, be exercised subject to the following provisions, namely, ... (b) every sale of livestock shall be made by public auction not less than five days after (i) publication of an advertisement of the time and place of the sale in a newspaper, published in or nearest to the place where the sale is to be made, and (ii) posting of a notice in writing of the time and place of the sale, in or at the post office nearest to the place where the sale is to be made, and the proceeds of such a sale of livestock, after deducting all expenses incurred by the bank and all expenses of seizure and sale, shall first be applied to satisfy privileges, liens or pledges having priority over the security given to the bank and for which claims have been filed with the person making the sale, and the balance shall be applied in payment of the debt, liability, loan or advance, with interest and the surplus, if any, returned to the person by whom the security was given. 1992, c. 27, par. 90(1)(b) 79 Section 430 of the Act is replaced by the following: Loans to receiver, liquidator, etc. 430 A bank may lend money and make advances to a receiver, receiver and manager  or sequestrator , a liquidator appointed under any winding-up Act, or a custodian, interim receiver or trustee under the  Bankruptcy and Insolvency Act , if  they have  been duly authorized to borrow, and, in making the loan or advance and at any  subsequent time  the bank may take security from  them , with or without personal liability,  up  to  the  amount and on  the  property  that  may be directed or authorized by any court of competent jurisdiction. Clause 79 : Existing text of section 430: 430 A bank may lend money and make advances to a receiver, to a receiver and manager, to a liquidator appointed under any winding-up Act, or to a custodian, an interim receiver or a trustee under the  Bankruptcy and Insolvency Act , if the receiver, receiver and manager, liquidator, custodian, interim receiver or trustee has been duly authorized or empowered to borrow, and, in making the loan or advance, and thereafter, the bank may take security, with or without personal liability, from the receiver, receiver and manager, liquidator, custodian, interim receiver or trustee to such an amount and on such property as may be directed or authorized by any court of competent jurisdiction. 80 Section 432 of the Act is replaced by the following: Rights in respect of property 432 The rights, powers and privileges that a bank is by this Act declared to have, or to have had, in respect of real property or  immovables  on which it has taken security,  are  held and possessed by it in respect of any personal property or  movables  on which it has taken security. Clause 80 : Existing text of section 432: 432 The rights, powers and privileges that a bank is by this Act declared to have, or to have had, in respect of real property on which it has taken security, shall be held and possessed by it in respect of any personal property on which it has taken security. 81 (1) Paragraph 433(b) of the English version of the Act is replaced by the following: (b) by a mortgagee  or hypothecary creditor  or other encumbrancer, having priority over a mortgage  or hypothec  or other encumbrance held by the bank, or Clause 81 : (1) and (2) Relevant portion of section 433: 433 A bank may purchase any real property offered for sale ... (b) by a mortgagee or other encumbrancer, having priority over a mortgage or other encumbrance held by the bank, or (c) by the bank under a power of sale given to it for that purpose, notice of the sale by auction to the highest bidder having been first given by advertisement for four weeks in a newspaper published in the county or electoral district in which the property is situated, in cases in which, under similar circumstances, an individual could so purchase, without any restriction as to the value of the property that it may so purchase, and may acquire title thereto as any individual, purchasing at a sheriff’s sale or sale for taxes or under a power of sale, in like circumstances could do, and may take, have, hold and dispose of the property so purchased. (2) The portion of section 433 of the Act after paragraph (b) is replaced by the following: (c) by the bank under a power of sale given to it for that purpose, notice of the sale by auction to the highest bidder having been first given by advertisement for four weeks in a newspaper published in the county or electoral district in which the  real  property  or immovable  is situated, in cases in which, under similar circumstances, an individual could  do , without any restriction as to  its  value, and may acquire  it  as any individual, purchasing at a sheriff’s sale or sale for taxes or under a power of sale, in like circumstances could do, and may take, have, hold and dispose of  it . 82 Section 434 of the Act is replaced by the following: Real property or immovable 434 (1) A bank may acquire and hold an absolute title in or to real property  or ownership of an immovable  affected by a mortgage or hypothec securing a loan or an advance made by the bank or a debt or liability to the bank, by obtaining a release of the equity of redemption in the mortgaged property, procuring a foreclosure  or taking the immovable in payment , or by other means  by which , as between individuals, an equity of redemption can, by law, be barred, or a transfer of title to real property or  ownership of an immovable  can, by law, be effected, and may purchase and acquire any prior mortgage,  hypothec  or charge on  the real  property  or immovable . No act or law to prevent (2) Nothing in any charter, Act or law  is to  be construed as ever having been intended to prevent or as preventing a bank from acquiring and holding an absolute title to and in any mortgaged real property or  ownership of  any hypothecated  immovable , whatever  its  value, or from exercising or acting on any power of sale contained in any mortgage  or hypothec  given to or held by the bank authorizing or enabling it to sell or convey  the  mortgaged  real  property  or hypothecated immovable . Clause 82 : Existing text of section 434: 434 (1) A bank may acquire and hold an absolute title in or to real property affected by a mortgage or hypothec securing a loan or an advance made by the bank or a debt or liability to the bank, either by the obtaining of a release of the equity of redemption in the mortgaged property, or by procuring a foreclosure, or by other means whereby, as between individuals, an equity of redemption can, by law, be barred, or a transfer of title to real property can, by law, be effected, and may purchase and acquire any prior mortgage or charge on such property. (2) Nothing in any charter, Act or law shall be construed as ever having been intended to prevent or as preventing a bank from acquiring and holding an absolute title to and in any mortgaged or hypothecated real property, whatever the value thereof, or from exercising or acting on any power of sale contained in any mortgage given to or held by the bank, authorizing or enabling it to sell or convey any property so mortgaged. 2001, c. 9, s. 111 83 Subsection 437(4) of the French version of the Act is replaced by the following: Application du paragraphe (3) (4) Le paragraphe (3) s’applique que la fiducie soit  expresse  ou  par effet de la loi  et même si la banque en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. Clause 83 : Existing text of subsection 437(4): (4) Subsection (3) applies regardless of whether the trust is express or arises by the operation of law, and it applies even when the bank has notice of the trust if it acts on the order of or under the authority of the holder or holders of the account into which the deposit is made. 1999, c. 28, s. 25(E) 84 Subsection 460(1) of the Act is replaced by the following: Transmission in case of death 460 (1) If  the transmission of a debt owing by a bank by reason of a deposit, of property held by a bank as security or for  safekeeping  or of rights with respect to a safety deposit box and property deposited  in it  takes place because of the death of a person, the delivery to the bank of  the following  is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing  that is  in  a  form satisfactory to the bank,  that is  signed by or on behalf of a person claiming by virtue of the transmission  and that states  the nature and effect of the transmission; and (b) one of the following documents: (i) if  the claim is based on a will or other testamentary instrument, on a grant of probate  of a will or other testamentary instrument with  or  without  letters testamentary or other document of  similar  import, on a grant of letters of administration or other document of  similar  import, on a  judgment probating a will  or  other document of similar import, on letters of verification or other document of similar import , or on  a certified copy of the notarial minutes of probate of a will  or  other document of similar import , purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate  of the document  under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if  the claim is based on a notarial will, an  authentic  copy  of the notarial will . Clause 84 : Existing text of subsection 460(1): 460 (1) Where the transmission of a debt owing by a bank by reason of a deposit, of property held by a bank as security or for safe-keeping or of rights with respect to a safety deposit box and property deposited therein takes place because of the death of a person, the delivery to the bank of (a) an affidavit or declaration in writing in form satisfactory to the bank signed by or on behalf of a person claiming by virtue of the transmission stating the nature and effect of the transmission, and (b) one of the following documents, namely, (i) when the claim is based on a will or other testamentary instrument or on a grant of probate thereof or on such a grant and letters testamentary or other document of like import or on a grant of letters of administration or other document of like import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate thereof under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) when the claim is based on a notarial will, an authenticated copy thereof, is sufficient justification and authority for giving effect to the transmission in accordance with the claim. 2001, c. 9, s. 126 85 (1) Paragraph 462(1)(c) of the Act is replaced by the following: (c) a document  purporting to assign, perfect or otherwise dispose of an interest  or right  in the property or the deposit account; or Clause 85 : (1) Relevant portion of subsection 462(1): 462 (1) Subject to subsections (3) and (4), the following documents are binding on property belonging to a person and in the possession of a bank, or on money owing to a person by reason of a deposit account in a bank, only if the document or a notice of it is served at the branch of the bank that has possession of the property or that is the branch of account in respect of the deposit account, as the case may be: ...   (c) an instrument purporting to assign, perfect or otherwise dispose of an interest in the property or the deposit account; or 2001, c. 9, s. 126 (2) The definition  enforcement notice  in subsection 462(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other  document  issued under the laws of a province for the enforcement of  a  support order or support provision. ( avis d’exécution ) (2) Existing text of the definition: enforcement notice , in respect of a support order or support provision, means a garnishee summons or other instrument issued under the laws of a province for the enforcement of the support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 127 86 (1) The definition  loan  in subsection 464(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt  ou  emprunt ) Clause 86 : (1) Existing text of the definition: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities. ( prêt  ou  emprunt ) 2001, c. 9, s. 127 (2) The portion of the definition  financial leasing entity  in subsection 464(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity  whose  activities are limited to the financial leasing of personal property  or movables  and prescribed related activities and conform to  any  prescribed restrictions and limitations, and that, in conducting  those  activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the  personal  property or  movables that are  leased  or are  to be leased; (2) Relevant portion of the definition: financial leasing entity  means an entity (a) the activities of which are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed; and 2001, c. 9, s. 127 (3) Paragraphs (a) and (b) of the definition  real property brokerage entity  in subsection 464(1) of the Act are replaced by the following: (a) acting as an agent  or provider of brokerage services  for vendors, purchasers, mortgagors, mortgagees,  hypothecary debtors, hypothecary creditors , lessors or lessees  in respect  of real property  or immovables ; and (b) the provision of consulting or appraisal services in respect of real property  or immovables . ( courtier immobilier ) (3) Relevant portion of the definition: real property brokerage entity  means an entity that is primarily engaged in (a) acting as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property; and (b) the provision of consulting or appraisal services in respect of real property. ( courtier immobilier ) 2001, c. 9, s. 127 (4) Paragraph (b) of the definition  entité s’occupant de fonds mutuels  in subsection 464(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’ une participation proportionnelle  à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie  ou en fidéicommis . ( mutual fund entity ) (4) Relevant portion of the definition: mutual fund entity  means an entity ...   (b) whose securities entitle their holders to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of its net assets, including a separate fund or trust account of the entity. ( entité s’occupant de fonds mutuels ) 2001, c. 9, s. 127 (5) Paragraph (b) of the definition  financial leasing entity  in subsection 464(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined  in  the regulations, of less than 21 tonnes; or ( c ) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined  in  the regulations. ( entité s’occupant de crédit-bail ) (5) Relevant portion of the definition: financial leasing entity  means an entity ... (b) that, in conducting the activities referred to in paragraph (a) in Canada, does not (i) direct its customers or potential customers to particular dealers in the leased property or the property to be leased, (ii) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined by the regulations, of less than twenty-one tonnes, or (iii) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined by the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 127 (6) Paragraph 464(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in  any  real property  or immovable , unless the security interest is prescribed under paragraph 479(a) to be an interest in real property; or (6) Relevant portion of subsection 464(3): (3) This Part does not apply in respect of (a) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 479(a) to be an interest in real property; or 2018, c. 27, s. 140(2) 87 Paragraph 466(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 87 : Relevant portion of subsection 466(4.3): (4.3) A bank is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2012, c. 5, s. 53(1) 88 The portion of subsection 468(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la banque peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 88 : Relevant portion of subsection 468(3.1): (3.1) Despite paragraph (3)(a), a bank may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 127 89 Section 476 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 476 A bank  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the bank or any of its prescribed subsidiaries has an interest  in real property  if the aggregate value of all interests of the bank 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 bank. Clause 89 : Existing text of the heading and section 476: Real Property 476 A bank 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 bank or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the bank 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 bank. 2001, c. 9, s. 127 90 Paragraph 478(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the bank or any of its prescribed subsidiaries has an interest  in real property Clause 90 : Relevant portion of section 478: 478 A bank shall not, and shall not permit its prescribed subsidiaries to, ... (b) make an improvement to real property in which the bank 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 bank and its prescribed subsidiaries, and (d) all interests of the bank 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 bank. 2007, c. 6, s. 43(3) 91 (1) Paragraph 482(2)(j) of the Act is replaced by the following: (j) assets, other than real property  or immovables , acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or Clause 91 : (1) and (2) Relevant portion of subsection 482(2): (2) Subsection (1) does not apply in respect of ...   (j) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or (k) assets acquired or disposed of with the approval of the Superintendent under subsection 494(4). 2007, c. 6, s. 43(3) (2) Paragraph 482(2)(k) of the French version of the Act is replaced by the following: k) aux éléments d’actif  qui ont été  acquis ou  dont il a été disposé  avec l’agrément du surintendant dans le cadre du paragraphe 494(4). 92 (1) Subsection 488(3) of the Act is replaced by the following: Definition of  loan (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Clause 92 : (1) and (2) Existing text of subsections 488(3) and (4): (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. (4) For the purposes of this Part,  security  of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 2007, c. 6, s. 44 (2) Subsection 488(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. 93 Paragraph 491(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 418  and  made to a related party who is a natural person on the security of a mortgage  or hypothec on  the principal residence of that related party. Clause 93 : Relevant portion of section 491: 491 A bank may make a loan to or a guarantee on behalf of a related party of the bank or take an assignment of or otherwise acquire a loan to a related party of the bank if ...   (b) the loan is a loan permitted by section 418 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party. 94 (1) Subsection 494(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite  any of the provisions of subsections (1) and (2), a bank may, in the normal course of business and  in accordance with  arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property  or immovables , from or to a related party of the bank that is a financial institution. Clause 94 : (1) and (2) Existing text of subsections 494(3) and (4): (3) Notwithstanding any of the provisions of subsections (1) and (2), a bank may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the bank that is a financial institution. (4) Notwithstanding any of the provisions of subsections (1) and (2), a bank may acquire any assets from, or dispose of any assets to, a related party of the bank as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. (2) Subsection 494(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la banque peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur. 2007, c. 6, s. 45 (3) Subsection 494(6) of the French version of the Act is replaced by the following: Approbation (6) La  banque peut acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 236. (3) Existing text of subsection 494(6): (6) A bank may acquire any assets from, or dispose of any assets to, a related party of the bank under a sale agreement that is approved by the Minister under section 236. 95 Subsection 504(2) of the English version of the Act is replaced by the following: Reliance on information (2) A bank and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the bank may rely on any information contained in any disclosure received by the bank  under  subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure  under subsection (1) , and no action lies against the bank or  the  person for anything done or omitted in good faith in reliance on  the  information. Clause 95 : Existing text of subsection 504(2): (2) A bank and any person who is a director or an officer, employee or agent of the bank may rely on any information contained in any disclosure received by the bank pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the bank or any such person for anything done or omitted in good faith in reliance on any such information. 2001, c. 9, s. 132 96 (1) The definition  leasing activities  in subsection 507(1) of the Act is replaced by the following: leasing activities  means (a) the financial leasing of personal property  or movables  and the related activities that a financial leasing entity may engage in; and (b) all other leasing of personal property  or movables . ( activités de location ) Clause 96 : (1) Existing text of the definition: leasing activities  means (a) the financial leasing of personal property and the related activities that a financial leasing entity may engage in; and (b) all other leasing of personal property. ( activités de location ) 2001, c. 9, s. 132 (2) Paragraph (g) of the definition  financial services entity  in subsection 507(1) of the English version of the Act is replaced by the following: (g) engaging in any activity referred to in paragraphs (a) to (f) as an agent  or mandatary  for another entity referred to in any of those paragraphs or in any of paragraphs 468(1)(a) to (j); or (2) Relevant portion of the definition: financial services entity  means an entity, other than an entity referred to in any of paragraphs 468(1)(a) to (i) or a leasing entity, that engages in activities at least the prescribed portion — or if no portion is prescribed, 10 per cent — of which, determined in the prescribed manner, consists of one or more of the following activities: ...   (g) engaging in any activity referred to in paragraphs (a) to (f) as an agent for another entity referred to in any of those paragraphs or in any of paragraphs 468(1)(a) to (j); or 2001, c. 9, s. 132 97 Subsections 510(2) and (3) of the English version of the Act are replaced by the following: Nominee or agent or mandatary (2) For the purposes of this Part, a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or  an  agent  or mandatary  of the foreign bank acting  in that capacity . Nominee or agent or mandatary (3) For the purposes of this Part, an entity associated with a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or  an  agent  or mandatary  of the entity associated with the foreign bank acting  in that capacity . Clause 97 : Existing text of subsections 510(2) and (3): (2) For the purposes of this Part, a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or agent of the foreign bank acting as such. (3) For the purposes of this Part, an entity associated with a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or agent of the entity associated with the foreign bank acting as such. 2018, c. 27, s. 142 98 Paragraph 510.02(3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 98 : Relevant portion of subsection 510.02(3): (3) A foreign bank or an entity associated with a foreign bank is prohibited from holding or acquiring a substantial investment in the business growth fund or any Canadian entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2007, c. 6, s. 56 99 The portion of paragraph 519(1)(b) of the English version of the Act before subparagraph (i) is replaced by the following: (b) engage in the business of acting as an agent  or mandatary  for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for Clause 99 : Relevant portion of subsection 519(1): 519 (1) Despite subsections 510(4) and (5), a non-bank affiliate of a foreign bank shall not, in Canada, ...   (b) engage in the business of acting as an agent for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for 2007, c. 6, s. 56 100 (1) Paragraph 520(1)(b) of the English version of the Act is replaced by the following: (b) engage in the business of acting as an agent  or mandatary  for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or Clause 100 : (1) Relevant portion of subsection 520(1): 520 (1) A foreign bank — or an entity that is associated with a foreign bank and that is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province — shall not, as part of its business in Canada, ...   (b) engage in the business of acting as an agent for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or 2007, c. 6, s. 56 (2) The portion of subsection 520(3) of the English version of the Act before paragraph (a) is replaced by the following: Exception (3) Paragraph (1)(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent  or mandatary  for the acceptance of deposit liabilities for (2) Relevant portion of subsection 520(3): (3) Paragraph (1)(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent for the acceptance of deposit liabilities for 2012, c. 5, s. 55 101 The portion of subsection 522.08(2.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (2.1) Malgré l’alinéa (2)a), la banque étrangère ou l’entité liée à une banque étrangère peut acquérir ou détenir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 101 : Relevant portion of subsection 522.08(2.1): (2.1) Despite paragraph (2)(a), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 134 102 Paragraphs 524.1(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in. Clause 102 : Relevant portion of section 524.1: 524.1 No foreign bank may establish a branch in Canada to carry on business in Canada under this Part if the foreign bank or an entity affiliated with the foreign bank (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 134 103 Paragraphs 524.2(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property  or movable  leasing activity that a  financial leasing entity  as defined in subsection 464(1) is prohibited from engaging in. Clause 103 : Relevant portion of section 524.2: 524.2 No authorized foreign bank and no entity affiliated with an authorized foreign bank may (a) control or have a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 1999, c. 28, s. 35(1) 104 (1) The portion of paragraph 534(3)(a) of the French version of the Act before subparagraph (i) is replaced by the following: a) elle a déposé au Canada des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale : Clause 104 : (1) Relevant portion of subsection 534(3): (3) The Superintendent may make the order only if the Superintendent is satisfied that the authorized foreign bank has (a) deposited in Canada unencumbered assets of a type approved by the Superintendent, the total value of which, determined in accordance with the accounting principles referred to in subsection 308(4), shall be 1999, c. 28, s. 35(1) (2) Subsection 534(4) of the French version of the Act is replaced by the following: Contrat de dépôt (4) Les éléments d’actif visés  au paragraphe (3)  doivent  être  déposés  auprès d’une institution financière canadienne agréée par le surintendant  conformément aux termes d’ un contrat de dépôt préalablement approuvé par celui-ci. (2) Existing text of subsection 534(4): (4) The assets referred to in paragraph (3)(a) shall be kept with a Canadian financial institution approved by the Superintendent pursuant to a deposit agreement entered into with the prior approval of the Superintendent. 2001, c. 9, s. 141(1) 105 (1) Paragraph 540(1)(b) of the English version of the Act is replaced by the following: (b) subject to the regulations, act as an agent  or mandatary  for any person in the taking of deposit liabilities; or Clause 105 : (1) Relevant portion of subsection 540(1): 540 (1) Where subsection 524(2) applies, the authorized foreign bank shall not, in respect of its business in Canada, ...   (b) subject to the regulations, act as an agent for any person in the taking of deposit liabilities; or 2001, c. 9, s. 141(3) (2) Paragraph 540(6)(d.1) of the English version of the Act is replaced by the following: (d.1) respecting circumstances in which and the conditions under which an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) may act as agent  or mandatary  for any person in the taking of deposit liabilities; and (2) Relevant portion of subsection 540(6): (6) The Governor in Council may make regulations ...   (d.1) respecting circumstances in which and the conditions under which an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) may act as agent for any person in the taking of deposit liabilities; and 2001, c. 9, s. 142 106 (1) Paragraph 543(1)(a) of the English version of the Act is replaced by the following: (a) act as agent  or mandatary  for any person in respect of the provision of any service that is provided by a financial institution, an entity in which a bank is permitted to acquire a substantial investment under section 468 or a Canadian entity acquired or held under section 522.08 and enter into an arrangement with any person in respect of the provision of that service; or Clause 106 : (1) Relevant portion of subsection 543(1): 543 (1) Subject to sections 540, 546 and 549, an authorized foreign bank may, in Canada, (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, an entity in which a bank is permitted to acquire a substantial investment under section 468 or a Canadian entity acquired or held under section 522.08 and may enter into an arrangement with any person in respect of the provision of that service; or 1999, c. 28, s. 35(1) (2) Paragraphs 543(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the  person  for whom an authorized foreign bank is acting as agent  or mandatary under  subsection (1); and (b) whether any commission is being earned by an authorized foreign bank when acting as agent  or mandatary under  subsection (1). (2) Relevant portion of subsection 543(2): (2) The Governor in Council may make regulations respecting the disclosure of (a) the name of the principal for whom an authorized foreign bank is acting as agent pursuant to subsection (1); and (b) whether any commission is being earned by an authorized foreign bank when acting as agent pursuant to subsection (1). 1999, c. 28, s. 35(1) 107 Section 544 of the Act is replaced by the following: Prohibited activities 544 It is prohibited for an  authorized foreign bank  to  act in Canada (a) as an executor or administrator  of an estate  or  liquidator of a succession ; (b) as  a trustee for a trust; ( c ) as  a guardian, committee, tutor, curator or adviser of  an incapable  person; or (d) in any capacity similar to the capacities mentioned in paragraph  (c) . Clause 107 : Existing text of section 544: 544 No authorized foreign bank shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust. 2001, c. 9, s. 143(1) 108 (1) Subsection 546(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 546 (1) Subject to the regulations, an authorized foreign bank that is not subject to the restrictions and  requirements  referred to in subsection 524(2)  must  not, in respect of its business in Canada, act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. Clause 108 : (1) Existing text of subsection 546(1): 546 (1) Subject to the regulations, an authorized foreign bank that is not subject to the restrictions and requirements referred to in  subsection  524(2) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 143(2) (2) Subsection 546(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, an authorized foreign bank referred to in subsection (1) may act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. (2) Existing text of subsection 546(3): (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, an authorized foreign bank referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 145 109 Section 550 of the Act is replaced by the following: Restriction on leasing 550 An authorized foreign bank  must  not engage in Canada in any personal property  or movable  leasing activity in which a  financial leasing entity  as defined in subsection 464(1) is not permitted to engage. Clause 109 : Existing text of section 550: 550 An authorized foreign bank shall not engage in Canada in any personal property leasing activity in which a financial leasing entity as defined in subsection 464(1) is not permitted to engage. 2007, c. 6, s. 86 110 (1) Subsection 551(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 551 (1) An authorized foreign bank  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 110 : (1) Existing text of subsection 551(1): 551 (1) An authorized foreign bank shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. 1999, c. 28, s. 35(1) (2) Paragraph 551(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of  residential  property on the security of which the authorized foreign bank may make a loan is established; (2) and (3) Relevant portion of subsection 551(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of property on the security of which the authorized foreign bank may make a loan is established; ...   (d) a loan secured by a mortgage where (i) the mortgage is taken back by the authorized foreign bank on a property disposed of by it, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the authorized foreign bank for the property. 1999, c. 28, s. 35(1) (3) Paragraph 551(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the authorized foreign bank on a property disposed of by it, including  when  the disposition is by way of a realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the authorized foreign bank for the property. 1999, c. 28, s. 35(1) 111 Section 553 of the English version of the Act is replaced by the following: Restriction 553 An authorized foreign bank  must  not, in respect of its business in Canada, grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or of the business of the authorized foreign bank. Clause 111 : Existing text of section 553: 553 An authorized foreign bank shall not, in respect of its business in Canada, grant to a person the right to appoint a receiver or a receiver and manager of the property or of the business of the authorized foreign bank. 2001, c. 9, s. 148 112 Subsection 556(4) of the French version of the Act is replaced by the following: Application du paragraphe (3) (4) Le paragraphe (3) s’applique que la fiducie soit  expresse  ou  par effet de la loi  et même si la banque étrangère autorisée en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. Clause 112 : Existing text of subsection 556(4): (4) Subsection (3) applies regardless of whether the trust is express or arises by the operation of law, and it applies even when the authorized foreign bank has notice of the trust if it acts on the order of or under the authority of the holder or holders of the account into which the deposit is made. 1999, c. 28, s. 35(1) 113 Subsection 577(1) of the Act is replaced by the following: Transmission in case of death 577 (1) If  the transmission of a debt owing by an authorized foreign bank by reason of a deposit, of property held by an authorized foreign bank as security or for  safekeeping  or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the authorized foreign bank of the following is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing  that is  in  a  form satisfactory to the authorized foreign bank,  that is  signed by or on behalf of a person claiming by virtue of the transmission  and that states  the nature and effect of the transmission; and (b) one of the following  documents : (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or  other  testamentary instrument  with or without  letters testamentary or other document of  similar  import, on a grant of letters of administration or other document of  similar  import,  on a judgment probating a will  or  other document of similar import, on letters of verification or other document of similar import , or on  a certified copy of the notarial minutes of probate of a will or other document of similar import , purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an  authentic  copy of the notarial will. Clause 113 : Existing text of subsection 577(1): 577 (1) Where the transmission of a debt owing by an authorized foreign bank by reason of a deposit, of property held by an authorized foreign bank as security or for safe-keeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the authorized foreign bank of the following is sufficient justification and authority for giving effect to the transmission in accordance with the claim: (a) an affidavit or declaration in writing in form satisfactory to the authorized foreign bank signed by or on behalf of a person claiming by virtue of the transmission stating the nature and effect of the transmission; and (b) one of the following, namely, (i) if the claim is based on a will or other testamentary instrument or on a grant of probate of a will or testamentary instrument or on such a grant and letters testamentary or other document of like import or on a grant of letters of administration or other document of like import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an authenticated copy of the notarial will. 2001, c. 9, s. 160 114 (1) Paragraph 579(1)(c) of the Act is replaced by the following: (c) a document  purporting to assign, perfect or otherwise dispose of an interest  or right  in the property or the deposit account; or Clause 114 : (1) Relevant portion of subsection 579(1): 579 (1) Subject to subsections (3) and (4), the following documents are binding on property belonging to a person and in the possession of an authorized foreign bank, or on money owing to a person by reason of a deposit account in an authorized foreign bank, only if the document or a notice of it is served at the branch of the authorized foreign bank that has possession of the property or that is the branch of account in respect of the deposit account, as the case may be: ...   (c) an instrument purporting to assign, perfect or otherwise dispose of an interest in the property or the deposit account; or 2001, c. 9, s. 160 (2) The definition  enforcement notice  in subsection 579(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other  document  issued under the laws of a province for the enforcement of  a  support order or support provision. ( avis d’exécution ) (2) Existing text of the definition: enforcement notice , in respect of a support order or support provision, means a garnishee summons or other instrument issued under the laws of a province for the enforcement of the support order or support provision. ( avis d’exécution ) 1999, c. 28, s. 35(1) 115 (1) The heading before section 582 of the French version of the Act is replaced by the following: Dépôt obligatoire Clause 115 : (1) Existing text of the heading: Deposit Requirements 1999, c. 28, s. 35(1) (2) The portion of subsection 582(1) of the French version of the Act before paragraph (a) is replaced by the following: Dépôts de certains éléments d’actif 582 (1) La banque étrangère autorisée doit de façon constante avoir en dépôt au Canada auprès d’une institution financière canadienne agréée par le surintendant des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale : (2) Relevant portion of subsection 582(1): 582 (1) An authorized foreign bank shall maintain on deposit in Canada with a Canadian financial institution approved by the Superintendent unencumbered assets of a type approved by the  Superintendent  the total value of which determined in accordance with the accounting principles referred to in subsection 308(4) shall equal 1999, c. 28, s. 35(1) (3) Subsection 582(2) of the French version of the Act is replaced by the following: Contrat de dépôt (2) Les éléments d’actif visés  au paragraphe (1)  doivent  être  conservés conformément aux termes d’ un contrat de dépôt préalablement approuvé par le surintendant. (3) Existing text of subsection 582(2): (2) The assets referred to in subsection (1) shall be kept with the Canadian financial institution pursuant to a deposit agreement entered into with the prior approval of the Superintendent. 2007, c. 6, s. 94(1) 116 Subparagraph 585(3)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.15. Clause 116 : Relevant portion of subsection 585(3): (3) For the purposes of subsection (2), ...   (b) a member of a firm of accountants is deemed not to be independent of an authorized foreign bank if that member, a business partner of that member or the firm of accountants ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.15. 1999, c. 28, s. 35(1) 117 (1) The portion of subsection 593(1) of the Act before paragraph (a) is replaced by the following: Right to information 593 (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or  agents or mandataries  of the authorized foreign bank  must , to the extent that they are reasonably able to do so, Clause 117 : (1) to (3) Relevant portion of subsection 593(1): 593 (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or representatives of the authorized foreign bank shall, to the extent that they are reasonably able to do so, (a) permit access to any records, assets and security held by the authorized foreign bank, or any entity in which the authorized foreign bank has a substantial investment under Part XII, and (b) provide any information and explanations that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the authorized foreign bank. 1999, c. 28, s. 35(1) (2) Paragraphs 593(1)(a) and (b) of the English version of the Act are replaced by the following: (a) permit access to any records, assets and security held by the authorized foreign bank or any entity in which the authorized foreign bank has a substantial investment under Part XII that are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties; and (b) provide any information and explanations  that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties . 1999, c. 28, s. 35(1) (3) The portion of subsection 593(1) of the English version of the Act after paragraph (b) is repealed. 1999, c. 28, s. 35(1) 118 Paragraph 617(a) of the French version of the Act is replaced by the following: a) exiger que, selon les modalités qu’il fixe, la banque dépose au Canada des éléments d’actif d’un genre et d’une valeur qu’il précise; Clause 118 : Relevant portion of section 617: 617 Where, in the opinion of the Superintendent, it is necessary for the protection of rights of depositors and creditors of the authorized foreign bank in respect of its business in Canada, the Superintendent may, by order, (a) subject to any terms and conditions that the Superintendent considers necessary, direct an authorized foreign bank to maintain in Canada assets of any type and in any amount that the Superintendent may specify; and 2018, c. 27, s. 329 119 The definition  optional product or service  in subsection 627.01(1) of the English version of the Act is replaced by the following: optional product or service  means a product or service that is provided in Canada by an institution, an affiliate that the institution controls or an agent  or mandatary  or  a  representative of the institution or affiliate, for an additional charge, as a supplement to another product or service that is offered or provided by the institution. ( produit ou service optionnel ) Clause 119 : Existing text of the definition: optional product or service  means a product or service that is provided in Canada by an institution, an affiliate that the institution  controls  or an agent or representative of the institution or affiliate, for an additional charge, as a supplement to another product or service that is offered or provided by the institution. ( produit ou service optionnel ) 2018, c. 27, s. 329 120 (1) The portion of section 627.15 of the English version of the Act before paragraph (b) is replaced by the following: Arrangements with affiliates, etc. 627.15 An institution shall not enter into any arrangement or otherwise cooperate with any of its representatives,  its  agents  or mandataries  or  its  other intermediaries, with any of its affiliates that are controlled by a bank or a bank holding company and that are a  finance entity  as defined in subsection 464(1) or other prescribed entity or with any of the representatives,  the  agents  or mandataries  or  the  other intermediaries of such an affiliate to sell or further the sale of a product or service of the institution or the affiliate unless (a) the affiliate or the representative,  the  agent  or mandatary  or  the  other intermediary of the institution or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to institutions, as if  they  were an institution, to the extent that those provisions are applicable to  their  activities; Clause 120 : (1) to (3) Relevant portion of section 627.15: 627.15 An institution shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that are controlled by a bank or a bank holding company and that are a  finance entity  as defined in subsection 464(1) or other prescribed entity, or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the institution or the affiliate unless (a) the affiliate or the representative, agent or other intermediary of the institution or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to institutions, as if it were an institution, to the extent that those provisions are applicable to its activities; ...   (c) the employees of the affiliate or the representative, agent or other intermediary of the institution or the affiliate, as the case may be, (i) may report particulars under subsection 979.2(1) to the affiliate or the representative, agent or other intermediary of the institution or the affiliate as if they were an employee of a bank, and ...   (d) the affiliate or the representative, agent or other intermediary of the institution or the affiliate, as the case may be, complies with section 979.4 as if it were a bank. 2018, c. 27, s. 329 (2) The portion of paragraph 627.15(c) of the English version of the Act before subparagraph (ii) is replaced by the following: (c) the employees of the affiliate or the representative,  the  agent  or mandatary  or  the  other intermediary of the institution or the affiliate, as the case may be, (i) may report particulars under subsection 979.2(1) to the affiliate or the representative,  the  agent  or mandatary  or  the  other intermediary of the institution or the affiliate as if they were an employee of a bank, and 2018, c. 27, s. 329 (3) Paragraph 627.15(d) of the English version of the Act is replaced by the following: (d) the affiliate or the representative,  the  agent  or mandatary  or  the  other intermediary of the institution or the affiliate, as the case may be, complies with section 979.4 as if  they  were a bank. 2018, c. 27, s. 329 121 Section 627.16 of the English version of the Act is replaced by the following: Intermediary for another entity 627.16 If an institution is acting in the capacity of a representative,  an  agent  or mandatary  or other intermediary for another entity in respect of a product or service provided by the entity, the institution shall ensure that an agreement in respect of that product or service complies with the prescribed requirements. Clause 121 : Existing text of section 627.16: 627.16 If an institution is acting in the capacity of a representative, agent or other intermediary for another entity in respect of a product or service provided by the entity, the institution shall ensure that an agreement in respect of that product or service complies with the prescribed requirements. 2018, c. 27, s. 329 122 (1) Paragraph 627.28(2)(a) of the Act is replaced by the following: (a) is secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 122 : (1) Relevant portion of subsection 627.28(2): (2) Subsection (1) does not apply in respect of a loan that (a) is secured by a mortgage on real property; or 2018, c. 27, s. 329 (2) The portion of paragraph 627.28(3)(a) of the Act before subparagraph (i) is replaced by the following: (a) in the case of a loan for a fixed amount, other than a loan that is secured by a mortgage on real property  or a hypothec on an immovable , (2) Relevant portion of subsection 627.28(3): (3) If an institution enters into a credit agreement with a natural person other than for business purposes, the institution shall allow the person (a) in the case of a loan for a fixed amount, other than a loan that is secured by a mortgage on real property, 2018, c. 27, s. 329 123 The portion of section 627.31 of the Act before paragraph (a) is replaced by the following: Renewal of mortgages 627.31 If a natural person enters into a credit agreement other than for business purposes with an institution for a loan that is secured by a mortgage on real property  or a hypothec on an immovable  and that is to be renewed on a specified day, Clause 123 : Relevant portion of section 627.31: 627.31 If a natural person enters into a credit agreement other than for business purposes with an institution for a loan that is secured by a mortgage on real property and that is to be renewed on a specified day, 2018, c. 27, s. 329 124 Section 627.58 of the English version of the Act is replaced by the following: Resource person 627.58 Subject to the regulations, an institution shall, before entering into an agreement with a person by electronic means or by mail in respect of a product or service in Canada, provide the person with the local or toll-free telephone number of a natural person who is an employee or  an  agent  or mandatary  of the institution and who is knowledgeable about the terms and conditions of the agreement. Clause 124 : Existing text of section 627.58: 627.58 Subject to the regulations, an institution shall, before entering into an agreement with a person by electronic means or by mail in respect of a product or service in Canada, provide the person with the local or toll-free telephone number of a natural person who is an employee or agent of the institution and who is knowledgeable about the terms and conditions of the agreement. 2018, c. 27, s. 329 125 The portion of subsection 627.6(1) of the Act before paragraph (a) is replaced by the following: Renewal or rollover 627.6 (1) If an institution enters into an agreement with a natural person other than for business purposes in respect of a product or service in Canada — other than a loan that is secured by a mortgage on real property  or a hypothec on an immovable  — and the agreement provides that  the  product or service may be renewed or that, after the end of the term of the product or service, a new product or service may be provided to the person without a further agreement being entered into, the institution shall disclose to the person the information set out in subsection (2), Clause 125 : Relevant portion of subsection 627.6(1): 627.6 (1) If an institution enters into an agreement with a natural person other than for business purposes in respect of a product or service in Canada — other than a loan that is secured by a mortgage on real property — and the agreement provides that a product or service may be renewed or that, after the end of the term of the product or service, a new product or service may be provided to the person without a further agreement being entered into, the institution shall disclose to the person the information set out in subsection (2), 2018, c. 27, s. 329 126 The heading before section 627.992 of the English version of the Act is replaced by the following: Mortgage  or Hypothecary  Insurance Clause 126 : Existing text of the heading: Mortgage Insurance 2018, c. 27, s. 329 127 (1) The portion of section 627.998 of the English version of the Act before paragraph (a) is replaced by the following: Regulations 627.998 The Governor in Council may make regulations respecting any matters involving an institution’s dealings, or the dealings of its employees,  its  representatives,  its  agents  or mandataries  or  its  other intermediaries, with customers or the public, any matters involving products or services that are the subject of those dealings and any matters involving an institution that is acting in the capacity of a representative,  an  agent  or mandatary  or other intermediary for another entity, including regulations Clause 127 : (1) to (3) Relevant portion of section 627.998: 627.998 The Governor in Council may make regulations respecting any matters involving an institution’s dealings, or the dealings of its employees, representatives, agents or other intermediaries, with customers or the public, any matters involving products or services that are the subject of those dealings and any matters involving an institution that is acting in the capacity of a representative, agent or other intermediary for another entity, including regulations ...   (b) respecting the training of an institution’s employees, representatives, agents or other intermediaries; ...   (f) respecting the names of positions to be used by an institution’s employees, representatives, agents or other intermediaries in their dealings with customers or the public; 2018, c. 27, s. 329 (2) Paragraph 627.998(b) of the English version of the Act is replaced by the following: (b) respecting the training of an institution’s employees,  its  representatives,  its  agents  or mandataries  or  its  other intermediaries; 2018, c. 27, s. 329 (3) Paragraph 627.998(f) of the English version of the Act is replaced by the following: (f) respecting the names of positions to be used by an institution’s employees,  its  representatives,  its  agents  or mandataries  or  its  other intermediaries in their dealings with customers or the public; 128 Paragraph 632(1)(a) of the French version of the Act is replaced by the following: a) les  nom, résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 128 : Relevant portion of subsection 632(1): 632 (1) A bank shall, within thirty days after each annual meeting of the bank, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 2001, c. 9, s. 183 129 Subsection 664(1) of the French version of the Act is replaced by the following: Pouvoirs 664 (1) La société de portefeuille bancaire a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 129 : Existing text of subsection 664(1): 664 (1) A bank holding company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 83 130 Paragraphs 669(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the bank holding company as a director,  an  officer,  an employee or an agent or mandatary  of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director,  an  officer,  an employee or an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee or any agent or mandatary  of the bank holding company with actual or usual authority to issue the document is not valid or not genuine. Clause 130 : Relevant portion of subsection 669(1): 669 (1) No bank holding company and no guarantor of an obligation of a bank holding company may assert against a person dealing with the bank holding company or against a person who has acquired rights from the bank holding company that ...   (d) a person held out by the bank holding company as a director, officer or representative of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the bank holding company with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 183 131 Paragraph 687(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 131 : Relevant portion of section 687: 687 Where a body corporate is continued as a bank holding company under this Part, ...   (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; 2005, c. 54, s. 87 132 Subparagraph 710(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the  Income Tax Act , or Clause 132 : Relevant portion of subsection 710(3): (3) Despite subsection (2), a bank holding company may, subject to subsection (4), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the  Income Tax Act , or 2001, c. 9, s. 183 133 Subsection 715(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A bank holding company may accept from any shareholder a share of the bank holding company surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a liability in respect of an amount unpaid on  the surrendered  share except in accordance with section 718. Clause 133 : Existing text of subsection 715(3): (3) A bank holding company may accept from any shareholder a share of the bank holding company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 718. 2001, c. 9, s. 183 134 Subsection 732(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou  la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément aux  paragraphes (2) et (3). Clause 134 : Existing text of subsection 732(6): (6) No bank holding company or person acting on behalf of a bank holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 2012, c. 31, s. 119 135 (1) Paragraph 750(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is  a  director, an officer,  an  employee or  an  agent  or mandatary  of — or any other person acting on behalf of — an  eligible agent   as defined in  subsection 370(1); Clause 135 : (1) and (2) Relevant portion of section 750: 750 The following persons are disqualified from being directors of a bank holding company: ... (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of subsection 370(1); ... (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 2001, c. 9, s. 183 (2) Paragraph 750(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country . 2001, c. 9, s. 183 136 Subsection 763(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. Clause 136 : Existing text of subsection 763(2): (2) No bank holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2005, c. 54, s. 111 137 Paragraph 790(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the bank holding company, an entity controlled by the bank holding company or an entity in which the bank holding company has a substantial investment; Clause 137 : Relevant portion of subsection 790(1): 790 (1) A director who is required to make a disclosure under subsection 789(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the bank holding company, an entity controlled by the bank holding company or an entity in which the bank holding company has a substantial investment; 2001, c. 9, s. 183 138 Subsection 797(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 138 : Existing text of subsection 797(5): (5) Where a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 2001, c. 9, s. 183 139 Subsection 810(1) of the English version of the Act is replaced by the following: Court enforcement 810 (1) If a bank holding company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 139 : Existing text of subsection 810(1): 810 (1) If a bank holding company or any director, officer, employee or agent of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 2001, c. 9, s. 183 140 Paragraph 811(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 140 : Relevant portion of subsection 811(1): 811 (1) On the day provided for in the letters patent issued under section 809, ...   (d) any existing cause of action, claim or liability to prosecution is unaffected; 2001, c. 9, s. 183 141 (1) Subsection 817(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. Clause 141 : (1) Existing text of subsection 817(5): (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. 2001, c. 9, s. 183 (2) The portion of subsection 817(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A bank holding company or its agent  or mandatary must  provide a supplemental list of shareholders required under subsection (5) (2) Relevant portion of subsection 817(6): (6) A bank holding company or its agent shall provide a supplemental list of shareholders required under subsection (5) 2001, c. 9, s. 183 142 The portion of section 821 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 821 A bank holding company and its agents  or mandataries must  take reasonable precautions to Clause 142 : Relevant portion of section 821: 821 A bank holding company and its agents shall take reasonable precautions to 2005, c. 54, s. 123 143 (1) Subsection 825(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 143 : (1) Existing text of subsection 825(6): (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 123 (2) The portion of subsection 825(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A bank holding company or its agent  or mandatary must  provide the supplementary information within (2) Relevant portion of subsection 825(7): (7) A bank holding company or its agent shall provide the supplementary information within 2001, c. 9, s. 183 144 Section 827 of the English version of the Act is replaced by the following: Agent or mandatary 827 A bank holding company may appoint an agent  or mandatary  to maintain its central securities register and each of its branch securities registers. Clause 144 : Existing text of section 827: 827 A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers. 2001, c. 9, s. 183 145 The portion of section 831 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 831 A bank holding company, its agent  or mandatary  or a  trustee   as defined in  section 294 is not required to produce Clause 145 : Relevant portion of section 831: 831 A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce 2005, c. 54, s. 124 146 Subsection 833(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it. Clause 146 : Existing text of subsection 833(2): (2) A document executed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 183 147 Subparagraph 847(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the bank holding company within the two years immediately preceding the firm’s proposed appointment as auditor of the bank holding company, other than an affiliate that is a subsidiary of the bank holding company acquired  under  section 934 or through a realization of security  under  section 935. Clause 147 : Relevant portion of subsection 847(2): (2) For the purposes of subsection (1), ...   (b) a member of a firm of accountants is deemed not to be independent of a bank holding company if that member, a business partner of that member or the firm of accountants ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the bank holding company within the two years immediately preceding the firm’s proposed appointment as auditor of the bank holding company, other than an affiliate that is a subsidiary of the bank holding company acquired pursuant to section 934 or through a realization of security pursuant to section 935. 2001, c. 9, s. 183 148 (1) Subsection 856(1) of the English version of the Act is replaced by the following: Right to information 856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents  or mandataries  of the bank holding company  must , to the extent that  they  are reasonably able to do so, (a) permit access to  any  records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment  that are, in the auditor’s opinion, necessary to enable the  auditor  to perform their duties ; and (b) provide  any  information and explanations  that  are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties. Clause 148 : (1) Existing text of subsection 856(1): 856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents of the bank holding company shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of the auditor of the bank holding company. 2001, c. 9, s. 183 (2) Paragraph 856(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents  or mandataries  of any entity in which the bank holding company has a substantial investment the information and explanations that  those  persons are reasonably able to provide and that are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties; and (2) Relevant portion of subsection 856(2): (2) On the request of the auditor of a bank holding company, the directors of the bank holding company shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the bank holding company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable them to perform the duties of the auditor of the bank holding company; and 2001, c. 9, s. 183 149 Paragraphs 885(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity   as defined in  subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity   as defined in  subsection 464(1) is prohibited from engaging in. Clause 149 : Relevant portion of section 885: 885 No person may control or be a major shareholder of a bank holding company if the person or an entity affiliated with the person (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity within the meaning of subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property leasing activity that a financial leasing entity within the meaning of subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 183 150 Paragraphs 886(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property  or movable  leasing activity that a  financial leasing entity   as defined in  subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property  or movable  leasing activity that a  financial leasing entity   as defined in  subsection 464(1) is prohibited from engaging in. Clause 150 : Relevant portion of section 886: 886 No person who controls a bank holding company or who is a major shareholder of a bank holding company, and no entity affiliated with that person, may (a) control or have a substantial investment in an entity that engages in Canada in any personal property leasing activity that a financial leasing entity within the meaning of subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property leasing activity that a financial leasing entity within the meaning of subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 183 151 Paragraph 901(2)(a) of the French version of the Act is replaced by the following: a) il y a eu  disposition  des actions ayant donné lieu à la contravention; Clause 151 : Relevant portion of subsection 901(2): (2) Subsection (1) shall cease to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; 2001, c. 9, s. 183 152 Section 920 of the English version of the Act is replaced by the following: Reliance on information 920 A bank holding company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the bank holding company may rely on any information contained in a declaration required by the  directors   under  section 919 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under section 919 , and no action lies against the bank holding company or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 152 : Existing text of section 920: 920 A bank holding company and any person who is a director or an officer, employee or agent of the bank holding company may rely on any information contained in a declaration required by the directors pursuant to section 919 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the bank holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 183 153 Paragraph 925(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in  any  real property  or immovable , unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or Clause 153 : Relevant portion of subsection 925(3): (3) This Division does not apply in respect of (a) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or 2018, c. 27, s. 144(2) 154 Paragraph 928(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 154 : Relevant portion of subsection 928(3.3): (3.3) A bank holding company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls hold or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2012, c. 5, s. 101(1) 155 The portion of subsection 930(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de portefeuille bancaire peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 155 : Relevant portion of subsection 930(3.1): (3.1) Despite paragraph (3)(a), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 183 156 Section 938 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 938 A bank holding company  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the bank holding company or any of its prescribed subsidiaries has an interest  in real property  if the aggregate value of all interests of the bank holding  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 bank holding company. Clause 156 : Existing text of the heading and section 938: Real Property 938 A bank holding 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 bank holding company or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the bank holding 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 bank holding company. 2001, c. 9, s. 183 157 Paragraph 940(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the bank holding company or any of its prescribed subsidiaries has an interest  in real property Clause 157 : Relevant portion of section 940: 940 A bank holding company shall not, and shall not permit its prescribed subsidiaries to, ... (b) make an improvement to real property in which the bank holding 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 bank holding company and its prescribed subsidiaries, and (d) all interests of the bank holding 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 bank holding company. 2001, c. 9, s. 183 158 Paragraph 951(1)(a) of the French version of the Act is replaced by the following: a) les nom,  résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 158 : Relevant portion of subsection 951(1): 951 (1) A bank holding company shall, within thirty days after each annual meeting of the bank holding company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 2001, c. 9, s. 183 159 Section 986 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 986 If an entity commits an offence under this Act, any director,  any  officer,  any  agent  or mandatary  or  any  principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 985(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. Clause 159 : Existing text of section 986: 986 If an entity commits an offence under this Act, any officer, director, agent or principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 985(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 183; 2007, c. 6, s. 130 160 Section 989 of the English version of the Act is replaced by the following: Compliance or restraining order — bank 989 (1) If a bank or a bank holding company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of one does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that person has, apply to a court for an order directing the bank,  the  bank holding company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the bank,  the  bank holding company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — authorized foreign bank (2) If an authorized foreign bank or any of its directors,  its  officers,  its  employees or  its  agents  or mandataries  does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that person has, apply to a court for an order directing the authorized foreign bank,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the authorized foreign bank,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (3) If a bank or an authorized foreign bank or any director,  any  officer,  any  employee or  any  agent  or mandatary  of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the bank,  the  authorized foreign bank,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the bank,  the  authorized foreign bank,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Clause 160 : Existing text of section 989: 989 (1) If a bank or a bank holding company or any director, officer, employee or agent of one does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that that person has, apply to a court for an order directing the bank, bank holding company, director, officer, employee or agent to comply with — or restraining the bank, bank holding company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. (2) If an authorized foreign bank or any of its directors, officers, employees or agents does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that that person has, apply to a court for an order directing the authorized foreign bank, director, officer, employee or agent to comply with — or restraining the authorized foreign bank, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order that it thinks fit. (3) If a bank or an authorized foreign bank or any director, officer, employee or agent of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that that person has, apply to a court for an order directing the bank, authorized foreign bank, director, officer, employee or agent to comply with — or restraining the bank, authorized foreign bank, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Replacement of “real property” 161 The Act is amended by replacing “real property” with “real property or immovable”, with any grammatical changes that the circumstances require, in the following provisions: (a) paragraph 410(1)(a); (b) the definitions  agricultural equipment ,  agricultural implements ,  aquacultural electric system ,  aquacultural equipment ,  aquacultural implements ,  farm electric system ,  forestry equipment  and  forestry implements  in subsection 425(1); (c) subsection 428(1.1); (d) the portion of section 433 before paragraph (a); (e) clause 508(1)(b)(iii)(A); (f) section 510.1; and (g) paragraph 539(1)(a). 1991, c. 48 Cooperative Credit Associations Act 162 (1) The definition  biens immeubles  in section 2 of the French version of the  Cooperative Credit Associations Act  is repealed. Cooperative Credit Associations Act Clause 162 : (1) to (4) Existing text of the definitions: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or other intermediaries; ( véritable propriétaire  et  propriété effective ) fiduciary  means any person acting in a fiduciary capacity, and includes a personal representative of a deceased person; ( représentant ) form of proxy  means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) personal representative  means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) proxyholder  means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; ( fondé de pouvoir ) real property  includes a leasehold interest in real property; ( biens immeubles ) residential property  means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; ( immeuble résidentiel ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) security interest  means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération ) (2) The definitions  fiduciary ,  personal representative ,  proxy ,  residential property  and  security interest  in section 2 of the Act are replaced by the following: fiduciary  means any person  who is  acting in a fiduciary capacity  or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person , and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor  or  administrator  of an estate, a liquidator of a succession, an administrator of the property of another , a committee, a guardian, a tutor, a curator, an assignee, a receiver  or sequestrator , an agent  or mandatary , or an attorney, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed  or, in Quebec, signed  form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) residential property  means  any  real property  or immovable  consisting of buildings  of which  at least one half of the floor space  is  used, or  is  to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest  or right  in or  a  charge on property, by way of mortgage  or hypothec , lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions  beneficial ownership ,  form of proxy  and  securities underwriter  in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents  or mandataries  or other intermediaries; ( véritable propriétaire  et  propriété effective ) form of proxy  means a written or printed form that, when completed and executed  or, in Quebec, signed  by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent  or mandatary  for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) (4) The definitions  fondé de pouvoir  and  opération  in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour  assister et agir au nom de  l’actionnaire aux assemblées des actionnaires. ( proxyholder ) opération  En matière de valeurs mobilières, toute  vente ou disposition pour contrepartie de valeur . ( trade ) (5) Paragraph (a) of the definition  security  in section 2 of the English version of the Act is replaced by the following: (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any  document  evidencing a deposit  with a financial institution  or, for greater certainty, a membership share, and (5) Relevant portion of the definition: security  means (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (6) and (7) New. (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 163 Subsection 16(1) of the French version of the Act is replaced by the following: Pouvoirs 16 (1) L’association a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 163 : Existing text of subsection 16(1): 16 (1) An association has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 143 164 Paragraphs 21(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the association as a director,  an  officer,  an employee  or  an agent or mandatary  of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director,  an  officer,  an employee  or  an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee  or  any agent or mandatary  of the association with actual or usual authority to issue the document is not valid or not genuine. Clause 164 : Relevant portion of subsection 21(1): 21 (1) No association and no guarantor of an obligation of an association may assert against a person dealing with the association or against a person who has acquired rights from the association that ...   (d) a person held out by the association as a director, officer or representative of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the association with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 258 165 Paragraph 31.6(1)(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 165 : Relevant portion of subsection 31.6(1): 31.6 (1) Where a body corporate is continued as an association, ...   (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; 166 Paragraph 45(b) of the Act is replaced by the following: (b) there were in the by-law a covenant under seal,  or, in Quebec, a formal undertaking , on the part of each member, and the successors and assigns of the member, to conform  to the by-law . Clause 166 : Relevant portion of section 45: 45 Subject to this Act, every by-law of an association binds the association and its members to the same extent as if ...   (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform thereto. 167 Subsection 47(2) of the English version of the Act is replaced by the following: Conditions for resolution (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent  or mandatary  or  by a  counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it. Clause 167 : Existing text of subsection 47(2): (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it. 168 Section 51 of the Act is replaced by the following: Lien, charge or right of retention 51 Unless the by-laws provide otherwise,  if  a member is indebted to an association, the membership shares and deposits recorded in the name of the member and any dividends payable to  them are subject to  a lien  or, in Quebec, a charge or a right of retention in favour of  the association to the extent of the debt. Clause 168 : Existing text of section 51: 51 Unless the by-laws otherwise provide, where a member is indebted to an association, the association has a lien to the extent of the debt on the membership shares and deposits recorded in the name of, and any dividends payable to, the member. 169 Paragraph 67(6)(f) of the Act is replaced by the following: (f) that the membership shares represented by the certificate may be  subject to  a lien  or, in Quebec, a charge or a right of retention  in favour of the association for indebtedness to the association. Clause 169 : Relevant portion of subsection 67(6): (6) If an association issues membership share certificates, there shall be stated on the face of each certificate for a membership share issued by the association after the coming into force of this section ...   (f) that there may be a lien on the membership shares represented by the certificate in favour of the association for indebtedness to the association. 2005, c. 54, s. 147 170 Subparagraph 75(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the  Income Tax Act  or shares of or another interest  or right  in any prescribed entity, or Clause 170 : Relevant portion of subsection 75(2.1): (2.1) Despite subsection (2), an association may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the  Income Tax Act  or shares of or another interest in any prescribed entity, or 171 Subsection 79(3) of the Act is replaced by the following: Gift, bequest or legacy (3) An association may accept any membership share or share of the association surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a  liability  in respect of an amount unpaid on  the surrendered  share except in accordance with section 82. Clause 171 : Existing text of subsection 79(3): (3) An association may accept any membership share or share of the association surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 82. 172 (1) The definitions  adverse claim  and  purchaser  in section 88 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest  or right  in a security; ( opposition ) purchaser  means a person who takes an interest  or right  in a security by sale, mortgage,  hypothec , pledge, issue, reissue, gift,  bequest, legacy  or any other voluntary transaction; ( acquéreur ) Clause 172 : (1) Existing text of the definitions: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition ) purchaser  means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) (2) The portion of the definition  security  or  security certificate  in section 88 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest  or right  in or obligation of an association, but does not include  a document  evidencing a deposit or a membership share; ( valeur mobilière ,  titre  ou  certificat de valeur mobilière ) (2) Relevant portion of the definition: security  or  security certificate  means an instrument issued by an association that is ... (d) evidence of a share, participation or other interest in or obligation of an association, but does not include an instrument evidencing a deposit or a membership share; ( valeur mobilière ,  titre  ou  certificat de valeur mobilière ) 173 Paragraph 98(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void  or, in Quebec, null  if not exchanged for a share certificate representing a full share before a specified date; and Clause 173 : Relevant portion of section 98: 98 The directors of an association may attach conditions to any scrip certificate issued by the association, including conditions that (a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 153(E) 174 Section 101 of the Act is replaced by the following: Minors 101 If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance  or, in Quebec, annulment or reduction of the minor’s obligations  is effective against the association. Clause 174 : Existing text of section 101: 101 If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance is effective against the association. 1991, c. 48, par. 496(b) 175 (1) Subsection 103(1) of the Act is replaced by the following: Transmission of securities 103 (1) Subject to the provisions of Part VIII and any applicable law relating to the collection of taxes, a person referred to in paragraph 100(2)(a) is entitled to become registered as the owner of a security, or to designate  another  person to be registered as the owner of a security, if the person referred to in paragraph 100(2)(a) delivers to the association or its transfer agent  the following documents , accompanied by any assurance the association may require under section 134: (a) in  the  case of a  grant of probate or of letters of administration  or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the  original  document  or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration  or that issued the letters of verification or the judgment probating the will , (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 100(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate ; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters ; (d) in the case of a notarial will in Quebec,  an authentic  copy  of the will established in accordance with  the laws of that province; ( e ) an affidavit or declaration of transmission made by the person referred to in paragraph 100(2)(a) that states the particulars of the transmission; and ( f ) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 100(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 118. Clause 175 : (1) Existing text of subsection 103(1): 103 (1) Subject to the provisions of Part VIII and any applicable law relating to the collection of taxes, a person referred to in paragraph 100(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 100(2)(a) delivers to the association or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 100(2)(a), or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province, together with (c) an affidavit or declaration of transmission made by the person referred to in paragraph 100(2)(a) that states the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 100(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 118, and accompanied by any assurance the association may require under section 134. (2) The portion of subsection 103(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite  subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require  any of the documents mentioned in paragraphs (1)(a) to (c)  in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VIII and any applicable law relating to the collection of taxes, to become registered as the owner  of the security  or to designate a person to be registered as the owner, if the personal representative delivers to the association or its transfer agent the following documents: (2) and (3) Relevant portion of subsection 103(2): (2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VIII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the association or its transfer agent the following documents, namely, ... (b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder. (3) Paragraph 103(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest  or right  in the security and of the right of the personal representative or the designated person to become the registered shareholder. 176 Subsection 107(1) of the Act is replaced by the following: Notice of defect 107 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another  document , instrument  or act , statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but  the  reference is not of itself notice to a purchaser for value of a defect going to the validity of the security,  even if  the security expressly states that a person accepting it admits the notice. Clause 176 : Existing text of subsection 107(1): 107 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. 177 Subsection 111(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest  or right  purchased. Clause 177 : Existing text of subsection 111(3): (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. 178 Subsection 115(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent  or mandatary  are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. Clause 178 : Existing text of subsection 115(5): (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 179 (1) Paragraph 117(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un  droit  de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); Clause 179 : (1) and (2) Relevant portion of subsection 117(1): 117 (1) In this section, section 118, subsections 125(1), 128(4) and 133(1) and section 137,  appropriate person  means ... (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; ... (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. (2) Paragraph 117(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent  or mandatary , the person’s authorized agent  or mandatary . 180 Section 121 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 121 Failure of a fiduciary to comply with a controlling instrument  or act  or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. Clause 180 : Existing text of section 121: 121 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 181 (1) The portion of subsection 128(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or  of an  interest  or right in such a security  may, in addition to other methods, be effected by making an appropriate entry in  those  records if the security is evidenced by Clause 181 : (1) and (2) Relevant portion of subsection 128(4): (4) If a security shown in the records of a clearing agency is evidenced by (a) a security certificate in the custody of the clearing agency or a custodian, or a nominee of either, subject to the instructions of the clearing agency, and is in bearer form or endorsed in blank by an appropriate person or registered in the name of the clearing agency or a custodian, or of a nominee of either, or (b) an uncertificated security registered or recorded in records maintained by or on behalf of the association in the name of the clearing agency or a custodian, or of a nominee of either, subject to the instructions of the clearing agency, then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of an appropriate entry in the records of the clearing agency. (2) The portion of subsection 128(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 128(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of  similar  securities or interests  or rights in similar securities  as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or  any other information  and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (3) and (4) Existing text of subsections 128(5) to (7): (5) Under subsections (4) to (10), entries may be in respect of like securities or interests therein as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or the like and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (6) A transfer or pledge under subsections (4) to (10) has the effect of a delivery of a security in bearer form or duly endorsed in blank representing the amount of the obligation or the number of shares or rights transferred or pledged. (7) If a pledge or the creation of a security interest is intended, the making of entries has the effect of a taking of delivery by the pledgee or a secured party and the pledgee or secured party shall be deemed to have taken possession for all purposes. (4) Subsections 128(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le  gage  prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou  mis en gage . Inscription équivaut à acceptation de livraison (7) Si le  gage  ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 128(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le  gage  effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 133 à 140. (5) Existing text of subsection 128(9): (9) A transfer or pledge under subsections (4) to (10) does not constitute a registration of transfer under sections 133 to 140. 182 Subsection 130(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution  si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 182 : Existing text of subsection 130(2): (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 183 Sections 131 and 132 of the Act are replaced by the following: Seizure of security 131 No seizure of a security or other interest  or right  evidenced  by a security  is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 132 An agent or  mandatary, or a  bailee  or depositary , who in good faith, including observance of reasonable commercial standards if  they are  in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the principal  or mandator, or the bailor or depositor , is not liable for conversion or for participation in breach of fiduciary duty even though the principal  or mandator, or the bailor or depositor  has no right to dispose of the securities. Clause 183 : Existing text of sections 131 and 132: 131 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security. 132 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities. 184 (1) Paragraph 134(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent  or mandatary , reasonable assurance of authority to sign; Clause 184 : (1) Relevant portion of subsection 134(1): 134 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (2) Paragraph 134(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et  visé  au paragraphe 103(1), de la copie certifiée  de l’ordonnance visée  à ce paragraphe et  rendue  dans les soixante jours  précédant  la présentation pour transfert de la valeur mobilière; (2) Relevant portion of subsection 134(4): (4) For the purposes of paragraph (1)(b),  evidence of appointment or incumbency  means (a) in the case of a fiduciary appointed by a court and referred to in subsection 103(1), a copy of the certified court order referred to in subsection 103(1) and dated not earlier than sixty days before the day a security is presented for transfer; or 185 Paragraph 136(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent  or mandatary  of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. Clause 185 : Relevant portion of subsection 136(2): (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either ...   (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 186 The portion of section 141 of the Act before paragraph (a) is replaced by the following: Rights and obligations 141 An authenticating trustee, registrar, transfer agent or other agent  or mandatary  of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, Clause 186 : Relevant portion of section 141: 141 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 187 Section 142 of the English version of the Act is replaced by the following: Notice 142 Notice to  one  of  the persons referred to in section 141  is notice to the issuer in respect of the functions performed by  that person . Clause 187 : Existing text of section 142: 142 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent. 188 Subsection 152(4) of the French version of the Act is replaced by the following: Immunité (4) L’association  ou la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément au  présent article. Clause 188 : Existing text of subsection 152(4): (4) No association or person acting on behalf of an association incurs any liability by reason only of circulating a proposal or statement in compliance with section 152. 189 Paragraph (b) of the definition  solicit  or  solicitation  in section 166.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute  or, in Quebec, to sign or not to sign  a form of proxy or to revoke a proxy, Clause 189 : Relevant portion of the definition: solicit  or  solicitation  includes ... (b) a request to execute or not to execute a form of proxy or to revoke a proxy, ... but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g) the sending by a registrant of the documents referred to in section 166.07, or (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. ( sollicitation ) 1997, c. 15, s. 120 190 (1) Subsections 166.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 166.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing  or, in Quebec, signing  a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy  is to  be executed  or, in Quebec, signed  by a shareholder or by a shareholder’s attorney authorized in writing to do so. Clause 190 : (1) Existing text of subsections 166.02(1) and (2): 166.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 120 (2) Subsection 166.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in  boldface  type, that the shareholder by whom or on whose behalf it is executed  or, in Quebec, signed  may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. (2) Existing text of subsection 166.02(4): (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 120 (3) The portion of paragraph 166.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument  or act  in writing executed  or, in Quebec, signed  by the shareholder or by the shareholder’s attorney authorized in writing to do so (3) Relevant portion of subsection 166.02(6): (6) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 120 191 Section 166.03 of the English version of the Act is replaced by the following: Deposit of proxies 166.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which  proxies  to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified  must  not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. Clause 191 : Existing text of section 166.03: 166.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified may not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 120 192 Subsection 166.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 166.06 (1) A person who solicits a proxy and is appointed proxyholder  must  attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder  must  comply with the directions of the shareholder who  appointed them . Clause 192 : Existing text of subsection 166.06(1): 166.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. 2005, c. 54, s. 170 193 Subsection 166.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne  agissant en son nom  fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). Clause 193 : Existing text of subsection 166.07(4): (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). 194 Paragraph 170(h) of the English version of the Act is replaced by the following: (h) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country . Clause 194 : Relevant portion of section 170: 170 The following persons are disqualified from being directors of an association: ...   (h) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 195 Subsection 182(3) of the French version of the Act is replaced by the following: Immunité (3) L’association ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. Clause 195 : Existing text of subsection 182(3): (3) No association or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2005, c. 54, s. 177 196 Paragraph 207(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the association, an entity controlled by the association or an entity in which the association has a substantial investment; Clause 196 : Relevant portion of subsection 207(1): 207 (1) A director who is required to make a disclosure under subsection 206(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the association, an entity controlled by the association or an entity in which the association has a substantial investment; 197 Subsection 214(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 197 : Existing text of subsection 214(5): (5) Where a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 198 Section 225 of the French version of the Act is replaced by the following: Maintien des droits 225 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager l’association, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 198 : Existing text of section 225: 225 No amendment to the incorporating instrument or by-laws of an association affects an existing cause of action or claim or liability to prosecution in favour of or against the association or its directors or officers, or any civil, criminal or administrative action or proceeding to which the association or any of its directors or officers are a party. 2001, c. 9, s. 288 199 Subsection 232.1(1) of the English version of the Act is replaced by the following: Court enforcement 232.1 (1) If an association or any director,  any  officer,  any  employee or  any  agent  or mandatary  of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 199 : Existing text of subsection 232.1(1): 232.1 (1) If an association or any director, officer, employee or agent of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 200 Paragraph 233(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 200 : Relevant portion of subsection 233(1): 233 (1) On the day provided for in the letters patent issued under section 232, ...   (d) any existing cause of action, claim or liability to prosecution is unaffected; 201 (1) Subsection 237(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. Clause 201 : (1) Existing text of subsection 237(5): (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 237(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) An association or its agent  or mandatary must  provide a supplemental list of members or shareholders required under subsection (5) (2) Relevant portion of subsection 237(6): (6) An association or its agent shall provide a supplemental list of members or shareholders required under subsection (5) 202 The portion of section 241 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 241 An association and its agents  or mandataries must  take reasonable precautions to Clause 202 : Relevant portion of section 241: 241 An association and its agents shall take reasonable precautions to 2005, c. 54, s. 190 203 (1) Subsection 245(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 203 : (1) Existing text of subsection 245(6): (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 190 (2) The portion of subsection 245(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) An association or its agent  or mandatary must  provide the supplementary information within (2) Relevant portion of subsection 245(7): (7) An association or its agent shall provide the supplementary information within 204 Section 246 of the English version of the Act is replaced by the following: Agent or mandatary 246 An association may appoint an agent  or mandatary  to maintain its central securities register. Clause 204 : Existing text of section 246: 246 An association may appoint an agent to maintain its central securities register. 205 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 249 An association, its agent  or mandatary  or a  trustee   as defined in  section 278 is not required to produce Clause 205 : Relevant portion of section 249: 249 An association, its agent or a trustee within the meaning of section 278 is not required to produce 2005, c. 54, s. 191 206 Subsection 251(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of an association is not invalid merely because a corporate seal is not affixed to it. Clause 206 : Existing text of subsection 251(2): (2) A document executed on behalf of an association is not invalid merely because a corporate seal is not affixed to it. 207 The definitions  option d’achat  and  option de vente  in subsection 260(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par  livraison  qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) Clause 207 : Existing text of the definitions: call  means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) put  means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) 2005, c. 54, s. 194 208 Paragraph 266(5)(c) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the person has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity; Clause 208 : Relevant portion of subsection 266(5): (5) In subsection (4),  associate  means with respect to a person ...   (c) a trust or estate in which the person has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity; 209 The definition  trust indenture  in section 278 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument  or act , including any supplement or amendment made  to it  by an association, under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of  that  subordinated indebtedness. ( acte de fiducie ) Clause 209 : Existing text of the definition: trust indenture  means any deed, indenture or other instrument, including any supplement or amendment thereto, made by an association under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie ) 210 Subparagraph 299(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any member that is a central cooperative credit society or of any subsidiary of the association within the two years immediately preceding the person’s proposed appointment as auditor of the association, other than a subsidiary of the association acquired  under  section 394 or through a realization of security  under  section 395. Clause 210 : Relevant portion of subsection 299(2): (2) For the purposes of subsection (1), ...   (b) a person is deemed not to be independent of an association if that person, a business partner of that person or a firm of accountants of which that person is a member ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any member that is a central cooperative credit society or of any subsidiary of the association within the two years immediately preceding the person’s proposed appointment as auditor of the association, other than a subsidiary of the association acquired pursuant to section 394 or through a realization of security pursuant to section 395. 211 (1) Subsection 308(1) of the English version of the Act is replaced by the following: Right to information 308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents  or mandataries  of the association  must , to the extent that  they  are reasonably able to do so, (a) permit access to  any  records, assets and security held by the association or any entity in which the association has a substantial investment  that are, in the auditor’s opinion, necessary to enable the  auditor  to perform their  duties; and (b) provide  any  information and explanations  that  are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their duties . Clause 211 : (1) Existing text of subsection 308(1): 308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents of the association shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the association or any entity in which the association has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the association. (2) Paragraph 308(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents  or mandataries  of any entity in which the association has a substantial investment the information and explanations that  those  persons are reasonably able to provide and that are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties; and (2) Relevant portion of subsection 308(2): (2) On the request of the auditor of an association, the directors of the association shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the association has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the association; and 212 Subsection 320(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 318(1) or section 322  must  not be stayed, discontinued, settled or dismissed for want of prosecution  or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure , without the approval of the court given on  any  terms  that  the court thinks fit and, if the court determines that the interests  or rights  of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 212 : Existing text of subsection 320(2): (2) An application made or an action brought or intervened in under subsection 318(1) or section 322 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 203(F) 213 Paragraph 333(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non  une garantie , fixer sa rémunération et le remplacer; Clause 213 : Relevant portion of section 333: 333 In connection with the liquidation and dissolution of an association, the court may, where it is satisfied that the association is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing, ...   (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; 214 (1) Paragraph 337(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte  en  fiducie  ou en fidéicommis  pour les fonds reçus dans le cadre de la liquidation de l’association; Clause 214 : (1) Relevant portion of subsection 337(1): 337 (1) A liquidator shall ...   (d) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the association; (2) Paragraph 337(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute  or, in Quebec, sign  documents in the name and on behalf of the association; (2) Relevant portion of subsection 337(2): (2) A liquidator may ...   (e) do all acts and execute documents in the name and on behalf of the association; 215 Subsection 341(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator  must  give notice of  their  intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 333, to each member or shareholder of the association and to any person who provided a security or  a  fidelity bond  or fidelity insurance  for the liquidation. Clause 215 : Existing text of subsection 341(3): (3) A liquidator shall give notice of the liquidator’s intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 333, to each member or shareholder of the association and to any person who provided a security or fidelity bond for the liquidation. 216 Paragraph 347(4)(a) of the French version of the Act is replaced by the following: a) de  joindre comme partie à l’instance  chaque ancien associé ou actionnaire retrouvé par le demandeur; Clause 216 : Relevant portion of subsection 347(4): (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a member or shareholder; 217 Section 372 of the English version of the Act is replaced by the following: Reliance on information 372 An association and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the association may rely on any information contained in a declaration required by the directors  under  section 371 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under that section , and no action lies against the association or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 217 : Existing text of section 372: 372 An association and any person who is a director or an officer, employee or agent of the association may rely on any information contained in a declaration required by the directors pursuant to section 371 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the association or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 307 218 Paragraph 376(1)(a) of the Act is replaced by the following: (a) hold, manage and otherwise deal with real property  or immovables ; Clause 218 : Relevant portion of subsection 376(1): 376 (1) In addition, an association may (a) hold, manage and otherwise deal with real property; 2001, c. 9, s. 308 219 Paragraph 377(a) of the English version of the Act is replaced by the following: (a) act as agent  or mandatary  for any entity referred to in paragraph 375(1)(a), any member of a cooperative credit society or, if the association is a retail association, any other person in respect of the provision of any service that is provided by a financial institution, a  permitted entity  as defined in subsection 386(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or Clause 219 : Relevant portion of section 377: 377 Subject to section 381, an association may (a) act as agent for any entity referred to in paragraph 375(1)(a), any member of a cooperative credit society or, if the association is a retail association, any other person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 386(1) or a prescribed entity and may enter into an arrangement with any person in respect of the provision of that service; or 220 Section 378 of the Act is replaced by the following: Prohibited activities 378 It is prohibited for an  association  to  act in Canada (a) as an executor or administrator  of an estate  or  liquidator of a succession ; (b) as  a trustee for a trust; ( c ) as  a guardian, committee, tutor, curator or adviser of  an incapable  person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). Clause 220 : Existing text of section 378: 378 No association shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust. 2007, c. 6, s. 160 221 (1) Subsection 378.3(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 378.3 (1) Subject to the regulations, a retail association referred to in paragraph 378.1(1)(b) or (c)  must  not, in respect of its business in Canada, act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. Clause 221 : (1) Existing text of subsection 378.3(1): 378.3 (1) Subject to the regulations, a retail association referred to in paragraph 378.1(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2007, c. 6, s. 160 (2) Subsection 378.3(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. (2) Existing text of subsection 378.3(3): (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 311 222 Section 382 of the Act is replaced by the following: Restriction on leasing 382 An association  must  not engage in Canada in any personal property  or movable  leasing activity in which a  financial leasing entity ,  as defined in  subsection 386(1), is not permitted to engage. Clause 222 : Existing text of section 382: 382 An association shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, within the meaning of subsection 386(1), is not permitted to engage. 2007, c. 6, s. 161 223 (1) Subsection 382.1(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 382.1 (1) A retail association  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, or refinance a loan  for that purpose , if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 223 : (1) Existing text of subsection 382.1(1): 382.1 (1) A retail association shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. 2001, c. 9, s. 311 (2) Paragraph 382.1(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of  residential  property on the security of which the association may make a loan is established; (2) and (3) Relevant portion of subsection 382.1(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of property on the security of which the association may make a loan is established; ...   (d) a loan secured by a mortgage where (i) the mortgage is taken back by the association on a property disposed of by the association, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the association for the property. 2001, c. 9, s. 311 (3) Paragraph 382.1(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the association on a property disposed of by the association, including  when  the disposition is by way of a realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the association for the property. 224 Section 384 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 384 An association  must  not grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or business of the association. Clause 224 : Existing text of section 384: 384 An association shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the association. 2001, c. 9, s. 313 225 Subsection 385.02(2) of the French version of the Act is replaced by the following: Application du paragraphe (1) (2) Le paragraphe (1) s’applique que la fiducie soit  expresse  ou  par effet de la loi  et s’applique même si l’association en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. Clause 225 : Existing text of subsection 385.02(2): (2) Subsection (1) applies regardless of whether the trust is express or arises by the operation of law, and it applies even when the association has notice of the trust if it acts on the order of or under the authority of the holder or holders of the account into which the deposit is made. 2001, c. 9, s. 313 226 Subsection 385.15(1) of the Act is replaced by the following: Rebate of borrowing costs 385.15 (1) If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply, and the loan is not secured by a mortgage on real property  or a hypothec on an immovable  and is required to be repaid either on a fixed future date or by instalments, the association  must , if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. Clause 226 : Existing text of subsection 385.15(1): 385.15 (1) If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the association shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 112  227 Section 385.19 of the Act is replaced by the following: Renewal statement 385.19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is secured by a mortgage on real property  or a hypothec on an immovable  the association  must  disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. Clause 227 : Existing text of section 385.19: 385.19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is secured by a mortgage on real property, the association shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 2001, c. 9, s. 313 228 Paragraph 385.25(3)(a) of the Act is replaced by the following: (a) secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 228 : Relevant portion of subsection 385.25(3): (3) Subsection (1) does not apply in respect of a loan that is (a) secured by a mortgage on real property; or 2001, c. 9, s. 313 229 Subsection 385.3(1) of the Act is replaced by the following: Transmission in case of death 385.3 (1) If the transmission of a debt owing by a retail association by reason of a deposit, of property held by a retail association as security or for  safekeeping  or of rights with respect to a safety deposit box and property deposited  in it  takes place because of the death of a person, the delivery to the association of  the following  is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing  that is  in a form satisfactory to the association,  that is  signed by or on behalf of a person claiming by virtue of the transmission  and that states  the nature and effect of the transmission; and (b) one of the following documents: (i) if  the claim is based on a will or other testamentary instrument, on a grant of probate of  a will or other testamentary instrument with or without  letters testamentary or other document of  similar  import, on a grant of letters of administration or other document of  similar  import, on  a judgment probating a will  or  other document of similar import, on letters of verification  or  other document of similar import , or  on a certified copy of the notarial minutes of probate of a will or other document of similar import , purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate  of the document  under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if  the claim is based on a notarial will, an  authentic  copy  of the notarial will . Clause 229 : Existing text of subsection 385.3(1): 385.3 (1) If the transmission of a debt owing by a retail association by reason of a deposit, of property held by a retail association as security or for safe-keeping or of rights with respect to a safety deposit box and property deposited therein takes place because of the death of a person, the delivery to the association of (a) an affidavit or declaration in writing in a form satisfactory to the association signed by or on behalf of a person claiming by virtue of the transmission stating the nature and effect of the transmission, and (b) one of the following documents, namely, (i) when the claim is based on a will or other testamentary instrument or on a grant of probate thereof or on such a grant and letters testamentary or other document of like import or on a grant of letters of administration or other document of like import, purporting to be issued by any court of authority in Canada or elsewhere, an authenticated copy or certificate thereof under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) when the claim is based on a notarial will, an authenticated copy thereof, is sufficient justification and authority for giving effect to the transmission in accordance with the claim. 2001, c. 9, s. 313 230 (1) Paragraph 385.32(1)(c) of the Act is replaced by the following: (c) a document  purporting to assign, perfect or otherwise dispose of an interest  or right  in the property or the deposit account; or Clause 230 : (1) Relevant portion of subsection 385.32(1): 385.32 (1) Subject to subsections (3) and (4), the following documents are binding on property belonging to a person and in the possession of an association, or on money owing to a person by reason of a deposit account in an association, only if the document or a notice of it is served at the branch of the association that has possession of the property or that is the branch of account in respect of the deposit account, as the case may be: ...   (c) an instrument purporting to assign, perfect or otherwise dispose of an interest in the property or the deposit account; or 2001, c. 9, s. 313 (2) The definition  enforcement notice  in subsection 385.32(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other  document  issued under the laws of a province for the enforcement of  a  support order or support provision. ( avis d’exécution ) (2) Existing text of the definition: enforcement notice , in respect of a support order or support provision, means a garnishee summons or other instrument issued under the laws of a province for the enforcement of the support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 314 231 (1) The definition  loan  in subsection 386(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt  ou  emprunt ) Clause 231 : (1) Existing text of the definition: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities. ( prêt  ou  emprunt ) 2008, c. 28, s. 151 (2) Subparagraph (a)(iv) of the definition  commercial loan  in subsection 386(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, does not exceed 80% of the value of the  residential  property at the time the loan is made or acquired, or (B) the real property  or immovable  is  not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , does not exceed 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , (2) to (4) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by an association, other than ... (iv) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, or (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, and (II) at the time the loan is made or acquired the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, (v) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, or (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, ... (III) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, 2008, c. 28, s. 151 (3) The portion of subparagraph (a)(v) of the definition  commercial loan  in subsection 386(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, exceeds 80% of the value of the  residential  property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the  residential  property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, or (B) the real property  or immovable  is  not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , exceeds 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, 2008, c. 28, s. 151 (4) Subclause (a)(v)(B)(III) of the definition  commercial loan  in subsection 386(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , 2001, c. 9, s. 314 (5) The portion of the definition  financial leasing entity  in subsection 386(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity whose activities are limited to the financial leasing of personal property  or movables  and prescribed related activities and conform to  any  prescribed restrictions and limitations, and that, in conducting  those  activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the  personal  property or  movables that are  leased  or are  to be leased; (5) Relevant portion of the definition: financial leasing entity  means an entity (a) whose activities are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed; and 2001, c. 9, s. 314 (6) Paragraphs (a) and (b) of the definition  real property brokerage entity  in subsection 386(1) of the Act are replaced by the following: (a) acting as an agent  or provider of brokerage services  for vendors, purchasers, mortgagors, mortgagees,  hypothecary debtors, hypothecary creditors , lessors or lessees  in respect  of real property  or immovables ; and (b) the provision of consulting or appraisal services in respect of real property  or immovables . ( courtier immobilier ) (6) Relevant portion of the definition: real property brokerage entity  means an entity that is primarily engaged in (a) acting as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property; and (b) the provision of consulting or appraisal services in respect of real property. ( courtier immobilier ) 2008, c. 28, s. 151 (7) Subclause (a)(v)(B)(II) of the definition  commercial loan  in subsection 386(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the  real  property  or immovable  is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and (7) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by an association, other than ... (v) a loan that is secured by a mortgage on real property, if ... (B) the mortgage is on real property other than residential property and ... (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 314 (8) Paragraph (b) of the definition  entité s’occupant de fonds mutuels  in subsection 386(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’ une participation proportionnelle  à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie  ou en fidéicommis . ( mutual fund entity ) (8) Relevant portion of the definition: mutual fund entity  means an entity ... (b) whose securities entitle their holders to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of its net assets, including a separate fund or trust account of the entity. ( entité s’occupant de fonds mutuels ) 2001, c. 9, s. 314 (9) Paragraph (b) of the definition  financial leasing entity  in subsection 386(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined  in  the regulations, of less than 21 tonnes; or ( c ) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined  in  the regulations. ( entité s’occupant de crédit-bail ) (9) Relevant portion of the definition: financial leasing entity  means an entity ... (b) that, in conducting the activities referred to in paragraph (a) in Canada, does not (i) direct its customers or potential customers to particular dealers in the leased property or the property to be leased, (ii) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined by the regulations, of less than twenty-one tonnes, or (iii) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined by the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 314 (10) Paragraph 386(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in  any  real property  or immovable , unless the security interest is prescribed under paragraph 403(a) to be an interest in real property; or (10) Relevant portion of subsection 386(3): (3) This Part does not apply in respect of (a) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 403(a) to be an interest in real property; or 2012, c. 5, s. 118(1) 232 The portion of subsection 390(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), l’association peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 232 : Relevant portion of subsection 390(3.1): (3.1) Despite paragraph (3)(a), an association may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 314 233 Section 401 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 401 An association  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the association or any of its prescribed subsidiaries has an interest  in real property  if the aggregate value of all interests of the association 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 association. Clause 233 : Existing text of the heading and section 401: Real Property 401 An association 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 association or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the association 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 association. 2007, c. 6, s. 176(2) 234 (1) Paragraph 406(3)(e) of the Act is replaced by the following: (e) assets, other than real property  or immovables , acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or Clause 234 : (1) and (2) Relevant portion of subsection 406(3): (3) Subsection (1) does not apply in respect of ...   (e) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or (f) assets acquired or disposed of with the approval of the Superintendent under subsection 418(3.1). 2007, c. 6, s. 176(2) (2) Paragraph 406(3)(f) of the French version of the Act is replaced by the following: f) aux éléments d’actif  qui ont été  acquis ou  dont il a été disposé  avec l’agrément du surintendant dans le cadre du paragraphe 418(3.1). 235 (1) Subsection 412(3) of the Act is replaced by the following: Meaning of  loan (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Clause 235 : (1) and (2) Existing text of subsections 412(3) and (4): (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. (4) For the purposes of this Part,  security  of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 2007, c. 6, s. 177 (2) Subsection 412(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. 236 Paragraph 415(b) of the English version of the Act is replaced by the following: (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage  or hypothec on  the principal residence of that related party. Clause 236 : Relevant portion of section 415: 415 An association may make a loan to or a guarantee on behalf of a related party of the association or take an assignment of or otherwise acquire a loan to a related party of the association if ...   (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party. 237 (1) Subsection 418(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite  any of the provisions of subsections (1) and (2), an association may, in the normal course of business and  in accordance with  arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property  or immovables , from or to a related party of the association that is a financial institution. Clause 237 : (1) and (2) Existing text of subsections 418(3) and (3.1): (3) Notwithstanding any of the provisions of subsections (1) and (2), an association may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the association that is a financial institution. (3.1) Despite any of the provisions of subsections (1) and (2), an association may acquire any assets from, or dispose of any assets to, a related party of the association as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. 2001, c. 9, s. 317 (2) Subsection 418(3.1) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (3.1) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, l’association peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur. 2007, c. 6, s. 178 (3) Subsection 418(5) of the French version of the Act is replaced by the following: Approbation (5) L’ association peut acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 233.5. (3) Existing text of subsection 418(5): (5) An association may acquire any assets from, or dispose of any assets to, a related party of the association under a sale agreement that is approved by the Minister under section 233.5. 238 Subsection 428(2) of the English version of the Act is replaced by the following: Reliance on information (2) An association and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the association may rely on any information contained in any disclosure received by the association  under  subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure  under subsection (1) , and no action lies against the association or  the  person for anything done or omitted in good faith in reliance on  the  information. Clause 238 : Existing text of subsection 428(2): (2) An association and any person who is a director or an officer, employee or agent of the association may rely on any information contained in any disclosure received by the association pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the association or any such person for anything done or omitted in good faith in reliance on any such information. 239 Paragraph 432(1)(a) of the French version of the Act is replaced by the following: a) les nom,  résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 239 : Relevant portion of subsection 432(1): 432 (1) An association shall, within thirty days after each annual meeting of the association, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 1997, c. 15, s. 162 240 Section 467 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 467 If  an entity commits an offence under this Act, any director,  any  officer or  any  agent  or mandatary  of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 466(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. Clause 240 : Existing text of section 467: 467 Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 466(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 341 241 Section 469 of the English version of the Act is replaced by the following: Compliance or restraining order 469 (1) If an association or any director,  any  officer,  any  employee or  any  agent  or mandatary  of an association does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that person has, apply to a court for an order directing the association,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the association,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a retail association or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a retail association does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the retail association,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the retail association,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Clause 241 : Existing text of section 469: 469 (1) If an association or any director, officer, employee or agent of an association does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that that person has, apply to a court for an order directing the association, director, officer, employee or agent to comply with — or restraining the association, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. (2) If a retail association or any director, officer, employee or agent of a retail association does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that that person has, apply to a court for an order directing the retail association, director, officer, employee or agent to comply with — or restraining the retail association, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. 1991, c. 47 Insurance Companies Act 242 (1) The definition  biens immeubles  in subsection 2(1) of the French version of the  Insurance Companies Act  is repealed. Insurance Companies Act Clause 242 : (1) to (4) Existing text of the definitions: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or other intermediaries; ( véritable propriétaire  et  propriété effective ) fiduciary  means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; ( représentant ) form of proxy  means a written or printed form that, when completed and executed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; ( formulaire de procuration ) personal representative  means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person; ( représentant personnel ) proxy  means a completed and executed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; ( procuration ) proxyholder  means the person appointed by proxy to attend and act on behalf of a shareholder or a policyholder or, in the case of a society, a member at a meeting of shareholders, policyholders or members; ( fondé de pouvoir ) real property  includes a leasehold interest in real property; ( biens immeubles ) residential property  means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; ( immeuble résidentiel ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) security interest  means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération ) (2) The definitions  fiduciary ,  personal representative ,  proxy ,  residential property  and  security interest  in subsection 2(1) of the Act are replaced by the following: fiduciary  means any person  who is  acting in a fiduciary capacity  or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person , and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor  or  administrator  of an estate, a liquidator of a succession, an administrator of the property of another , a committee, a guardian, a tutor, a curator, an assignee, a receiver  or sequestrator , an agent  or mandatary , or an attorney; ( représentant personnel ) proxy  means a completed and executed  or, in Quebec, signed  form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; ( procuration ) residential property  means  any  real property  or immovable  consisting of buildings  of which  at least one half of the floor space  is  used, or  is  to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest  or right  in or  a  charge on property, by way of mortgage  or hypothec , lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions  beneficial ownership ,  form of proxy  and  securities underwriter  in subsection 2(1) of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents  or mandataries  or other intermediaries; ( véritable propriétaire  et  propriété effective ) form of proxy  means a written or printed form that, when completed and executed  or, in Quebec, signed  by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent  or mandatary  for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) (4) The definitions  fondé de pouvoir  and  opération  in subsection 2(1) of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour  assister et agir au nom de  l’actionnaire ou  du  souscripteur ou, dans le cas d’une société de secours,  du  membre aux assemblées des actionnaires, des souscripteurs ou des membres. ( proxyholder ) opération  En matière de valeurs mobilières, toute  vente ou disposition pour contrepartie de valeur . ( trade ) (5) Paragraph (a) of the definition  security  in subsection 2(1) of the English version of the Act is replaced by the following: (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any  document  evidencing a deposit  with a financial institution , and (5) Relevant portion of the definition: security  means (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit, and (6) Subsection 2(1) of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (6) and (7) New. (7) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 243 Subsections 12(3) and (4) of the French version of the Act are replaced by the following: Biens (3) La branche d’assurance  qui couvre la perte de biens  ou  le dommage causé à ceux-ci  couvre également les pertes d’usage, d’occupation, de loyers et de bénéfices en résultant. Assurance de responsabilité (4) Sauf mention expresse à l’annexe, l’assurance de responsabilité soit pour blessures corporelles ou décès, soit  pour  perte  de biens  ou dommage  causé à ceux-ci  est exclue. Clause 243 : Existing text of subsections 12(3) and (4): (3) A class of insurance that includes insurance against the loss of, or damage to, property includes insurance against loss of use, occupancy, rents and profits resulting from that loss or damage. (4) Unless specifically mentioned in the schedule, no class of insurance includes insurance against liability arising out of bodily injury to, or the death of, a natural person or the loss of, or damage to, property. 244 Subsection 15(1) of the French version of the Act is replaced by the following: Pouvoirs 15 (1) La société ou la société de secours — ci-après appelées dans la présente partie, sauf indication contraire, la  société  — a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 244 : Existing text of subsection 15(1): 15 (1) A company or society has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 218 245 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the company or society as a director,  an  officer,  an employee  or  an agent or mandatary  of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director,  an  officer,  an employee  or  an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee  or  any agent or mandatary  of the company or society with actual or usual authority to issue the document is not valid or not genuine. Clause 245 : Relevant portion of subsection 20(1): 20 (1) No company or society and no guarantor of an obligation of a company or society may assert against a person dealing with the company or society or against a person who has acquired rights from the company or society that ...   (d) a person held out by the company or society as a director, officer or representative of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the company or society with actual or usual authority to issue the document is not valid or not genuine. 246 Paragraph 37(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 246 : Relevant portion of section 37: 37 Where a body corporate is continued as a company or society under this Part, ...   (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; 2005, c. 54, s. 221 247 Subparagraph 70(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the  Income Tax Act , or Clause 247 : Relevant portion of subsection 70(2.1): (2.1) Despite subsection (2), a company may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the  Income Tax Act , or 248 Subsection 75(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A company may accept from any shareholder a share of the company surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a liability in respect of an amount unpaid on  the surrendered  share except in accordance with section 79. Clause 248 : Existing text of subsection 75(3): (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 79. 249 (1) The definitions  adverse claim  and  purchaser  in section 85 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest  or right  in a security; ( opposition ) purchaser  means a person who takes an interest  or right  in a security by sale, mortgage,  hypothec , pledge, issue, reissue, gift,  bequest, legacy  or any other voluntary transaction; ( acquéreur ) Clause 249 : (1) Existing text of the definitions: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security;  ( opposition ) purchaser  means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) (2) Paragraph (d) of the definition  security  or  security certificate  in section 85 of the English version of the Act is replaced by the following: (d) evidence of a share, participation or other interest  or right  in or obligation of a company, (2) Relevant portion of the definition: security  or  security certificate  means an instrument issued by a company that is ... (d) evidence of a share, participation or other interest in or obligation of a company, but does not include a policy; ( valeur mobilière  ou  certificat de valeur mobilière ) 250 Paragraph 95(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void  or, in Quebec, null  if not exchanged for a share certificate representing a full share before a specified date; and Clause 250 : Relevant portion of section 95: 95 The directors of a company may attach conditions to any scrip certificate issued by the company, including conditions that (a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 227(E) 251 Section 98 of the Act is replaced by the following: Minors 98 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance  or, in Quebec, annulment or reduction of the minor’s obligations  is effective against the company. Clause 251 : Existing text of section 98: 98 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance is effective against the company. 1991, c. 47, par. 758(b) 252 (1) Subsection 100(1) of the Act is replaced by the following: Transmission of securities 100 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 97(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 97(2)(a) delivers to the company or its transfer agent  the following documents , accompanied by any assurance the company may require under section 131: (a) in  the  case of a  grant of probate or of letters of administration  or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the  original  document  or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration  or that issued the letters of verification or the judgment probating the will , (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 97(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate ; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters ; (d) in the case of a notarial will in Quebec,  an authentic  copy  of the will established in accordance with  the laws of that province; ( e ) an affidavit or declaration of transmission made by the person referred to in paragraph 97(2)(a) that states the particulars of the transmission; and ( f ) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 97(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 115. Clause 252 : (1) Existing text of subsection 100(1): 100 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 97(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 97(2)(a) delivers to the company or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, (ii) a trust company incorporated under the  Trust and Loan Companies Act  or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 97(2)(a), or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province, together with (c) an affidavit or declaration of transmission made by the person referred to in paragraph 97(2)(a) that states the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 97(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 115, and accompanied by any assurance the company may require under section 131. (2) The portion of subsection 100(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite  subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require  any of the documents mentioned in paragraphs (1)(a) to (c)  in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner  of the security  or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents: (2) and (3) Relevant portion of subsection 100(2): (2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents, namely, ...   (b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder. (3) Paragraph 100(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest  or right  in the security and of the right of the personal representative or the designated person to become the registered shareholder. 253 Subsection 104(1) of the Act is replaced by the following: Notice of defect 104 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another  document , instrument  or act , statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but  the  reference is not of itself notice to a purchaser for value of a defect going to the validity of the security,  even if  the security expressly states that a person accepting it admits the notice. Clause 253 : Existing text of subsection 104(1): 104 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. 254 Subsection 108(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest  or right  purchased. Clause 254 : Existing text of subsection 108(3): (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. 255 Subsection 112(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent  or mandatary  are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. Clause 255 : Existing text of subsection 112(5): (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 256 (1) Paragraph 114(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un  droit  de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); Clause 256 : (1) and (2) Relevant portion of subsection 114(1): 114 (1) In this section, section 115, subsections 122(1), 125(4) and 130(1) and section 134,  appropriate person  means ...   (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; ... (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. (2) Paragraph 114(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent  or mandatary , the person’s authorized agent  or mandatary . 257 Section 118 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 118 Failure of a fiduciary to comply with a controlling instrument  or act  or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. Clause 257 : Existing text of section 118: 118 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 258 (1) The portion of subsection 125(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or  of an  interest  or right in such a security  may, in addition to other methods, be effected by making an appropriate entry in  those  records if the security is evidenced by Clause 258 : (1) and (2) Relevant portion of subsection 125(4): (4) If a security shown in the records of a clearing agency is evidenced by (a) a security certificate in the custody of the clearing agency or a custodian, or a nominee of either, subject to the instructions of the clearing agency, and is in bearer form or endorsed in blank by an appropriate person or registered in the name of the clearing agency or a custodian, or of a nominee of either, or (b) an uncertificated security registered or recorded in records maintained by or on behalf of the company in the name of the clearing agency or a custodian, or of a nominee of either, subject to the instructions of the clearing agency, then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of an appropriate entry in the records of the clearing agency. (2) The portion of subsection 125(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 125(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of  similar  securities or interests  or rights in similar securities  as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or  any other information  and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (3) and (4) Existing text of subsections 125(5) to (7): (5) Under subsections (4) to (10), entries may be in respect of like securities or interests therein as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or the like and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (6) A transfer or pledge under subsections (4) to (10) has the effect of a delivery of a security in bearer form or duly endorsed in blank representing the amount of the obligation or the number of shares or rights transferred or pledged. (7) If a pledge or the creation of a security interest is intended, the making of entries has the effect of a taking of delivery by the pledgee or a secured party and the pledgee or secured party shall be deemed to have taken possession for all purposes. (4) Subsections 125(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le  gage  prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou  mis en gage . Inscription équivaut à acceptation de livraison (7) Si le  gage  ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 125(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le  gage  effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 130 à 137. (5) Existing text of subsection 125(9): (9) A transfer or pledge under subsections (4) to (10) does not constitute a registration of transfer under sections 130 to 137. 259 Subsection 127(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution  si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 259 : Existing text of subsection 127(2): (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 260 Sections 128 and 129 of the Act are replaced by the following: Seizure of security 128 No seizure of a security or other interest  or right  evidenced  by a security  is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 129 An agent or  mandatary, or a  bailee  or depositary , who in good faith, including observance of reasonable commercial standards if  they are  in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or  mandator, or the bailor or depositor , is not liable for conversion or for participation in breach of fiduciary duty even though the principal  or mandator, or the bailor or depositor  has no right to dispose of the securities. Clause 260 : Existing text of sections 128 and 129: 128 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security. 129 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities. 261 (1) Paragraph 131(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent  or mandatary , reasonable assurance of authority to sign; Clause 261 : (1) Relevant portion of subsection 131(1): 131 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (2) Paragraph 131(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et  visé  au paragraphe 100(1), de la copie certifiée  de l’ordonnance visée  à ce paragraphe et  rendue  dans les soixante jours  précédant  la présentation pour transfert de la valeur mobilière; (2) Relevant portion of subsection 131(4): (4) For the purposes of paragraph (1)(b),  evidence of appointment or incumbency  means (a) in the case of a fiduciary appointed by a court and referred to in subsection 100(1), a copy of the certified court order referred to in subsection 100(1) and dated not earlier than sixty days before the day a security is presented for transfer; or 262 Paragraph 133(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent  or mandatary  of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. Clause 262 : Relevant portion of subsection 133(2): (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either ...   (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 263 The portion of section 138 of the Act before paragraph (a) is replaced by the following: Rights and obligations 138 An authenticating trustee, registrar, transfer agent or other agent  or mandatary  of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, Clause 263 : Relevant portion of section 138: 138 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 264 Section 139 of the English version of the Act is replaced by the following: Notice 139 Notice to  one  of  the persons referred to in section 138  is notice to the issuer in respect of the functions performed by  that person . Clause 264 : Existing text of section 139: 139 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent. 265 Subsection 147(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou  la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément aux  paragraphes (2) et (3). Clause 265 : Existing text of subsection 147(6): (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 1997, c. 15, s. 197 266 Paragraph (b) of the definition  solicit  or  solicitation  in section 164 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute  or, in Quebec, to sign or not to sign  a form of proxy or to revoke a proxy, Clause 266 : Relevant portion of the definition: solicit  or  solicitation  includes ... (b) a request to execute or not to execute a form of proxy or to revoke a proxy, ... but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder, (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g) the sending by a registrant of the documents referred to in section 164.06, or (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. ( sollicitation ) 1997, c. 15, s. 197 267 (1) Subsections 164.01(1) and (2) of the Act are replaced by the following: Appointing proxyholder 164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing  or, in Quebec, signing  a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy  is to  be executed  or, in Quebec, signed  by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so. Clause 267 : (1) Existing text of subsections 164.01(1) and (2): 164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) A form of proxy shall be executed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so. 1997, c. 15, s. 197 (2) Subsection 164.01(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in  boldface  type, that the shareholder or policyholder by whom or on whose behalf it is executed  or, in Quebec, signed  may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so. (2) Existing text of subsection 164.01(4): (4) A form of proxy must indicate, in bold-face type, that the shareholder or policyholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so. 1997, c. 15, s. 197 (3) The portion of paragraph 164.01(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument  or act  in writing executed  or, in Quebec, signed  by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so (3) Relevant portion of subsection 164.01(6): (6) A shareholder or policyholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so 1997, c. 15, s. 197 268 (1) Subsection 164.02(1) of the English version of the Act is replaced by the following: Deposit of proxies 164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which  proxies  to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. Clause 268 : (1) and (2) Existing text of subsections 164.02(1) and (2): 164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. (2) The time specified for the deposit of forms of proxy may not precede the meeting or the continued meeting by more than (a) forty-eight hours, excluding Saturdays and holidays, in the case of forms of proxy executed by shareholders; and (b) ten days, in the case of forms of proxy executed by policyholders. 1997, c. 15, s. 197 (2) Subsection 164.02(2) of the Act is replaced by the following: Time for deposit of proxies (2) The time specified for the deposit of  proxies must  not precede the meeting or the continued meeting by more than (a) 48 hours, excluding Saturdays and holidays, in the case of forms of proxy executed  or, in Quebec, signed  by shareholders; and (b) 10 days, in the case of forms of proxy executed  or, in Quebec, signed  by policyholders. 1997, c. 15, s. 197 269 Subsection 164.05(1) of the English version of the Act is replaced by the following: Attendance at meeting 164.05 (1) A person who solicits a proxy and is appointed proxyholder  must  attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder  must  comply with the directions of the shareholder or policyholder who  appointed them . Clause 269 : Existing text of subsection 164.05(1): 164.05 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder or policyholder who executed the form of proxy. 2005, c. 54, s. 243 270 Subsection 164.06(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne  agissant en son nom  fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). Clause 270 : Existing text of subsection 164.06(4): (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). 2001, c. 9, s. 374 271 Subsection 164.08(9) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (8) (9) Le paragraphe (8) cesse de s’appliquer s’il y a eu  disposition  des actions ayant donné lieu à l’arrêté. Clause 271 : Existing text of subsection 164.08(9): (9) Subsection (8) ceases to apply in respect of a person when the shares to which the order relates have been disposed of. 2012, c. 31, s. 131 272 (1) Paragraph 168(1)(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is an officer,  a  director,  an  employee or  an  agent  or mandatary  of — or any other person acting on behalf of — an  eligible agent   as defined in  section 406.1; Clause 272 : (1) and (2) Relevant portion of subsection 168(1): 168 (1) The following persons are disqualified from being directors of a company: ...   (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of section 406.1; ...   (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof; and (2) Paragraph 168(1)(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country ; and 273 Subsection 183(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. Clause 273 : Existing text of subsection 183(2): (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2005, c. 54, s. 254 274 Paragraph 212(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the company, an entity controlled by the company or an entity in which the company has a substantial investment; Clause 274 : Relevant portion of subsection 212(1): 212 (1) A director who is required to make a disclosure under subsection 211(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the company, an entity controlled by the company or an entity in which the company has a substantial investment; 275 Subsection 219(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 275 : Existing text of subsection 219(5): (5) Where a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 276 Section 244 of the French version of the Act is replaced by the following: Maintien des droits 244 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 276 : Existing text of section 244: 244 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party. 2001, c. 9, s. 392 277 Subsection 251.1(1) of the English version of the Act is replaced by the following: Court enforcement 251.1 (1) If a company or society, or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director,  the  officer,  the  employee or  the  agent  or mandatary , to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 277 : Existing text of subsection 251.1(1): 251.1 (1) If a company or society, or any director, officer, employee or agent of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, officer, employee or agent, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 278 Paragraph 252(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 278 : Relevant portion of subsection 252(1): 252 (1) On the day provided for in the letters patent issued under section 251 ...   (d) any existing cause of action, claim or liability to prosecution is unaffected; 279 (1) Subsection 263(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. Clause 279 : (1) Existing text of subsection 263(5): (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 263(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A company or its agent  or mandatary must  provide a supplemental list of shareholders required under subsection (5) (2) Relevant portion of subsection 263(6): (6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5) 280 The portion of section 267 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 267 A company and its agents  or mandataries must  take reasonable precautions to Clause 280 : Relevant portion of section 267: 267 A company and its agents shall take reasonable precautions to 2005, c. 54, s. 268 281 (1) Subsection 271(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 281 : (1) Existing text of subsection 271(6): (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 268 (2) The portion of subsection 271(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A company or its agent  or mandatary must  provide the supplementary information within (2) Relevant portion of subsection 271(7): (7) A company or its agent shall provide the supplementary information within 282 Section 273 of the English version of the Act is replaced by the following: Agent or mandatary 273 A company may appoint an agent  or mandatary  to maintain its central securities register and each of its branch securities registers. Clause 282 : Existing text of section 273: 273 A company may appoint an agent to maintain its central securities register and each of its branch securities registers. 283 The portion of section 277 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 277 A company, its agent  or mandatary  or a  trustee   as defined in  section 317 is not required to produce Clause 283 : Relevant portion of section 277: 277 A company, its agent or a trustee within the meaning of section 317 is not required to produce 2005, c. 54, s. 269 284 Subsection 279(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of a company is not invalid merely because a corporate seal is not affixed to it. Clause 284 : Existing text of subsection 279(2): (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 285 The definitions  option d’achat  and  option de vente  in subsection 288(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par  livraison  qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) Clause 285 : Existing text of the definitions: call  means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) put  means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) 2005, c. 54, s. 272 286 Paragraph 294(5)(c) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the person has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity; Clause 286 : Relevant portion of subsection 294(5): (5) In subsection (4),  associate  means with respect to a person ...   (c) a trust or estate in which the person has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 272 287 (1) Paragraph 300(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont  joints comme parties à l’instance  et sont liés par la décision du tribunal; Clause 287 : (1) Relevant portion of subsection 300(18): (18) On an application to a court under subsection (14) or (15), (a) all dissenting shareholders whose shares have not been purchased by the company are to be joined as parties and are bound by the decision of the court; 2005, c. 54, s. 272 (2) Subsection 300(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à  joindre comme parties à l’instance  et doit  alors  fixer la juste valeur des actions en question. (2) Existing text of subsection 300(19): (19) On an application to a court under subsection (14) or (15), the court may determine whether any other person is a dissenting shareholder and is to be joined as a party and the court shall then fix a fair value for the shares of all dissenting shareholders. 2005, c. 54, s. 273(4)(E) 288 (1) Paragraph (c) of the definition  associate of the offeror  in subsection 307(1) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity, Clause 288 : (1) Relevant portion of the definition: associate of the offeror  means ... (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 273(6)(F) (2) The portion of the definition  offeror  in subsection 307(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent  or mandatary , who makes a take-over bid, and includes two or more persons who, directly or indirectly, (2) Relevant portion of the definition: offeror  means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 281 289 Paragraph 314(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 310b) et dont les actions n’ont pas été acquises par le pollicitant sont  joints comme parties à l’instance  et  sont  liés par la décision du tribunal; Clause 289 : Relevant portion of section 314: 314 On an application under subsection 313(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 310(b) and whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and 290 (1) Subsection 315(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 315 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 313(1) ou (2), décider s’il existe d’autres pollicités opposants à  joindre comme parties à l’instance . Clause 290 : (1) Existing text of subsection 315(1): 315 (1) On an application to a court under subsection 313(1) or (2), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. (2) Paragraph 315(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie  ou en fidéicommis  le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée; (2) Relevant portion of subsection 315(4): (4) In connection with proceedings under subsection 313(1) or (2), a court may make any order it thinks fit and, without limiting the generality of the foregoing, may ...   (b) order that the money or other consideration is to be held in trust by a person other than the offeree company; 291 The definition  trust indenture  in section 317 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument  or act , including any supplement or amendment made  to it  by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of  that  subordinated indebtedness. ( acte de fiducie ) Clause 291 : Existing text of the definition: trust indenture  means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a company under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie ) 2001, c. 9, s. 400(1)(F) 292 Subparagraph 338(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired  under  section 499 or through a realization of security  under  section 500. Clause 292 : Relevant portion of subsection 338(2): (2) For the purposes of subsection (1), ...   (b) a person is deemed not to be independent of a company if that person, a business partner of that person or a firm of accountants of which that person is a member ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired pursuant to section 499 or through a realization of security pursuant to section 500. 293 Subsection 373(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Division  must  not be stayed, discontinued, settled or dismissed for want of prosecution  or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure , without the approval of the court given on  any  terms  that  the court thinks fit and, if the court determines that the interests  or rights  of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 293 : Existing text of subsection 373(2): (2) An application made or an action brought or intervened in under this Division shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 292(F) 294 Paragraph 387(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non  une garantie , fixer sa rémunération et le remplacer; Clause 294 : Relevant portion of section 387: 387 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations and to make satisfactory arrangements for the protection of its policyholders, make any order it thinks fit including, without limiting the generality of the foregoing, ...   (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; 295 (1) Paragraph 391(1)(e) of the French version of the Act is replaced by the following: e) ouvrir un compte  en  fiducie  ou en fidéicommis  pour les fonds reçus dans le cadre de la liquidation de la société; Clause 295 : (1) Relevant portion of subsection 391(1): 391 (1) A liquidator shall ...   (e) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the company; (2) Paragraph 391(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute  or, in Quebec, sign  documents in the name and on behalf of the company; (2) Relevant portion of subsection 391(2): (2) A liquidator may ...   (e) do all acts and execute documents in the name and on behalf of the company; 296 Subsection 395(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator  must  give notice of  their  intention to make an application under subsection (1) to the  Superintendent,  to each inspector appointed under section 387, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or  a  fidelity bond  or fidelity insurance  for the liquidation. Clause 296 : Existing text of subsection 395(3): (3) A liquidator shall give notice of the liquidator’s intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 387, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. 297 Paragraph 401(4)(a) of the French version of the Act is replaced by the following: a) de  joindre comme partie à l’instance  chaque ancien actionnaire ou fondateur retrouvé par le demandeur; Clause 297 : Relevant portion of subsection 401(4): (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder or incorporator; 2012, c. 19, s. 340 298 (1) The portion of the definition  agent  in section 406.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to  His  Majesty in right of Canada or of a province,  an agent of His Majesty in right of Canada or an  agent  or mandatary  of  His  Majesty in  right of a province , and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of  His  Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person, Clause 298 : (1) and (2) Relevant portion of the definition: agent  means (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person, ... (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. ( mandataire ) 2012, c. 19, s. 340 (2) The portion of the definition  agent  in section 406.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which  His  Majesty in either of those rights contributes and of which an official or entity that is an agent of  His  Majesty in  right of Canada or an agent or mandatary of His Majesty in right  of  a province  is a trustee; and (b) in relation to the government of a foreign country or any political subdivision  of a foreign country , a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person. ( mandataire ) 2001, c. 9, s. 410(2) 299 Paragraph 418(2)(a) of the French version of the Act is replaced by the following: a) il y a eu  disposition  des actions ayant donné lieu à la contravention; Clause 299 : Relevant portion of subsection 418(2): (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; 300 Section 436 of the English version of the Act is replaced by the following: Reliance on information 436 A company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the company may rely on any information contained in a declaration required by the directors  under  section 435 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under section 435 , and no action lies against the company or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 300 : Existing text of section 436: 436 A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in a declaration required by the directors pursuant to section 435 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the company or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 416(1) 301 Paragraphs 441(1)(a) and (b) of the Act are replaced by the following: (a) act as an agent  or mandatary  for vendors, purchasers, mortgagors, mortgagees,  hypothecary debtors, hypothecary creditors , lessors or lessees  in respect  of real property  or immovables  and provide consulting or appraisal services in respect of real property  or immovables ; (b) hold, manage and otherwise deal with real property  or immovables ; Clause 301 : Relevant portion of subsection 441(1): 441 (1) In addition, a company may (a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property; (b) hold, manage and otherwise deal with real property; 2001, c. 9, s. 417(1) 302 (1) Paragraph 442(1)(a) of the English version of the Act is replaced by the following: (a) act as agent  or mandatary  for any person in respect of the provision of any service that is provided by a financial institution, a  permitted entity  as defined in subsection 490(1) or a prescribed entity; Clause 302 : (1) Relevant portion of subsection 442(1): 442 (1) A company may (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 490(1) or a prescribed entity; (2) Paragraphs 442(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the  person  for whom a company is acting as agent  or mandatary under  subsection (1); and (b) whether any commission is being earned by a company when acting as agent  or mandatary under  subsection (1). (2) Relevant portion of subsection 442(2): (2) The Governor in Council may make regulations respecting the disclosure of (a) the name of the principal for whom a company is acting as agent pursuant to subsection (1); and (b) whether any commission is being earned by a company when acting as agent pursuant to subsection (1). 2007, c. 6, s. 220(2) 303 Paragraph 449(2)(c) of the French version of the Act is replaced by the following: c) à la garantie par les sociétés qui participent au Fonds mutuels d’assurance-incendie des risques contre  la perte de biens  ou  le dommage à ceux-ci  causés par le feu, la foudre, une déflagration ou la fumée ou par la rupture d’un extincteur automatique ou de tout autre matériel ou système de protection contre l’incendie, ou par toute fuite en provenant; Clause 303 : Relevant portion of subsection 449(2): (2) Subsection (1) does not apply ...   (c) in respect of the insurance against the loss of, or damage to, property caused by fire, by lightning, by an explosion due to ignition, by smoke or by breakage of or leakage from a sprinkler, from other fire protection equipment or from another fire protection system by a company that is a member of the Fire Mutuals Guarantee Fund; or 304 Section 466 of the Act is replaced by the following: Prohibited activities 466 It is prohibited for a  company  to  act in Canada (a) as an executor or administrator  of an estate  or  liquidator of a succession ; (b) as  a trustee for a trust; ( c ) as  a guardian, committee, tutor, curator or adviser of  an incapable  person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). Clause 304 : Existing text of section 466: 466 No company shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust. 2007, c. 6, s. 227 305 (1) Subsection 469(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 469 (1) A company  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, or refinance a loan  for that purpose , if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 305 : (1) Existing text of subsection 469(1): 469 (1) A company shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. (2) Paragraph 469(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or  under  which a different limit on the value of  residential  property on the security of which the company may make a loan is established; (2) and (3) Relevant portion of subsection 469(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the company may make a loan is established; ...   (d) a loan secured by a mortgage where (i) the mortgage is taken back by the company on a property disposed of by the company, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the company for the property. 1997, c. 15, s. 253 (3) Paragraph 469(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the company on a property disposed of by the company, including  when  the disposition is by way of a realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the company for the property. 306 Section 471 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 471 A company  must  not grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or business of the company. Clause 306 : Existing text of section 471: 471 A company shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the company. 2001, c. 9, s. 421 307 Section 475 of the Act is replaced by the following: Restriction on leasing 475 A life company  must  not engage in Canada in any personal property  or movable  leasing activity in which a  financial leasing entity ,  as defined in  subsection 490(1), is not permitted to engage. Clause 307 : Existing text of section 475: 475 A life company shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, within the meaning of subsection 490(1), is not permitted to engage. 2007, c. 6, s. 228 308 Section 478 of the Act is replaced by the following: Restriction on leasing 478 A property and casualty company, or a marine company,  must  not engage in Canada in any financial leasing of personal property  or movables . Clause 308 : Existing text of section 478: 478 A property and casualty company, or a marine company, shall not engage in Canada in any financial leasing of personal property. 1997, c. 15, s. 256 309 Subsection 479.1(1) of the Act is replaced by the following: Rebate of borrowing costs 479.1 (1) If  a company makes a loan in respect of which the disclosure requirements of section 480 apply, and the loan is not secured by a mortgage on real property  or a hypothec on an immovable  and is required to be repaid either on a fixed future date or by instalments, the company  must , if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. Clause 309 : Existing text of subsection 479.1(1): 479.1 (1) Where a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the company shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 134 310 Section 482.1 of the Act is replaced by the following: Renewal statement 482.1 If a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is secured by a mortgage on real property  or a hypothec on an immovable , the company  must  disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. Clause 310 : Existing text of section 482.1: 482.1 If a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 311 Paragraph 488(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 311 : Relevant portion of subsection 488(2): (2) Subsection (1) does not apply in respect of a loan (a) that is secured by a mortgage on real property; or 2001, c. 9, s. 426 312 (1) The definition  loan  in subsection 490(1) of the Act is replaced by the following: loan  includes an acceptance, advance on the security of or against the cash surrender value of a policy, endorsement or other guarantee, a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt  ou  emprunt ) Clause 312 : (1) Existing text of the definition: loan  includes an acceptance, advance on the security of or against the cash surrender value of a policy, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities. ( prêt  ou  emprunt ) 2008, c. 28, s. 154 (2) Subparagraph (a)(iv) of the definition  commercial loan  in subsection 490(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, does not exceed 80% of the value of the  residential  property at the time the loan is made or acquired, or (B) the real property  or immovable  is  not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , does not exceed 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , (2) to (4) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by a company, other than ... (iv) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, or (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, (v) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, ... (III) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, or 2008, c. 28, s. 154 (3) The portion of subparagraph (a)(v) of the definition  commercial loan  in subsection 490(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, exceeds 80% of the value of the  residential  property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the  residential  property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the real property  or immovable  is  not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , exceeds 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, 2008, c. 28, s. 154 (4) Subclause (a)(v)(B)(III) of the definition  commercial loan  in subsection 490(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , or 2001, c. 9, s. 426 (5) The portion of the definition  financial leasing entity  in subsection 490(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity  whose  activities are limited to the financial leasing of personal property  or movables  and prescribed related activities and conform to  any  prescribed restrictions and limitations, and that, in conducting  those  activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the  personal  property or  movables that are  leased  or are  to be leased; (5) Relevant portion of the definition: financial leasing entity  means an entity (a) the activities of which are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed; and 2008, c. 28, s. 154 (6) Subclause (a)(v)(B)(II) of the definition  commercial loan  in subsection 490(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the  real  property  or immovable  is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and (6) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by a company, other than ... (v) a loan that is secured by a mortgage on real property, if ... (B) the mortgage is on real property other than residential property and ... (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 426 (7) Paragraph (b) of the definition  entité s’occupant de fonds mutuels  in subsection 490(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’ une participation proportionnelle  à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie  ou en fidéicommis . ( mutual fund entity ) (7) Relevant portion of the definition: mutual fund entity  means an entity ... (b) whose securities entitle their holders to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of its net assets, including a separate fund or trust account of the entity. ( entité s’occupant de fonds mutuels ) 2001, c. 9, s. 426 (8) Paragraph (b) of the definition  financial leasing entity  in subsection 490(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined  in  the regulations, of less than 21 tonnes; or ( c ) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined  in  the regulations. ( entité s’occupant de crédit-bail ) (8) Relevant portion of the definition: financial leasing entity  means an entity ... (b) that, in conducting the activities referred to in paragraph (a) in Canada, does not (i) direct its customers or potential customers to particular dealers in the leased property or the property to be leased, (ii) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined by the regulations, of less than twenty-one tonnes, or (iii) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined by the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 426 313 Paragraph 491(b) of the Act is replaced by the following: (b) the holding of a security interest in  any  real property  or immovable , unless the security interest is prescribed under paragraph 509(a) to be an interest in real property; or Clause 313 : Relevant portion of section 491: 491 This Part does not apply in respect of ...   (b) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 509(a) to be an interest in real property; or 2018, c. 27, s. 147(2) 314 Paragraph 493(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 314 : Relevant portion of subsection 493(4.3): (4.3) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2012, c. 5, s. 140(1) 315 (1) The portion of subsection 495(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société d’assurance-vie peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 315 : (1) Relevant portion of subsection 495(3.1): (3.1) Despite paragraph (3)(a), a life company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2012, c. 5, s. 140(2) (2) The portion of subsection 495(5.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (5.1) Malgré l’alinéa (5)a), la société d’assurances multirisques ou la société d’assurance maritime peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : (2) Relevant portion of subsection 495(5.1): (5.1) Despite paragraph (5)(a), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 426 316 Section 506 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 506 A company  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the company or any of its prescribed subsidiaries has an interest  in real property  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, an amount determined in accordance with the regulations. Clause 316 : Existing text of the heading and section 506: Real Property 506 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, an amount determined in accordance with the regulations. 2001, c. 9, s. 426 317 Paragraph 508(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the company or any of its prescribed subsidiaries has an interest  in real property Clause 317 : Relevant portion of section 508: 508 A company shall not, and shall not permit its prescribed subsidiaries to, ...   (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, an amount determined in accordance with the regulations. 2007, c. 6, s. 239(1) 318 (1) Paragraph 512(2)(f) of the Act is replaced by the following: (f) assets, other than real property  or immovables , acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or Clause 318 : (1) and (2) Relevant portion of subsection 512(2): (2) Subsection (1) does not apply in respect of ...   (f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or (g) assets acquired or disposed of with the approval of the Superintendent under subsection 527(4). 2007, c. 6, s. 239(1) (2) Paragraph 512(2)(g) of the French version of the Act is replaced by the following: g) aux éléments d’actif  qui ont été  acquis ou  dont il a été disposé  avec l’agrément du surintendant dans le cadre du paragraphe 527(4). 319 (1) Subsection 520(3) of the Act is replaced by the following: Meaning of  loan (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Clause 319 : (1) and (2) Existing text of subsections 520(3) and (4): (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. (4) For the purposes of this Part,  security  of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 2007, c. 6, s. 242(2) (2) Subsection 520(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. 320 Paragraph 525(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 469  and  made to a related party who is a natural person on the security of a mortgage  or hypothec on  the principal residence of that related party. Clause 320 : Relevant portion of section 525: 525 A company may make a loan to or a guarantee on behalf of a related party of the company or take an assignment of or otherwise acquire a loan to a related party of the company if ...   (b) the loan is a loan permitted by section 469 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party. 321 (1) Subsection 527(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite  any of the provisions of subsections (1) and (2), a company may, in the normal course of business and  in accordance with  arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property  or immovables , from or to a related party of the company that is a financial institution. Clause 321 : (1) and (2) Existing text of subsections 527(3) and (4): (3) Notwithstanding any of the provisions of subsections (1) and (2), a company may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the company that is a financial institution. (4) Notwithstanding any of the provisions of subsections (1) and (2), a company may acquire any assets from, or dispose of any assets to, a related party of the company as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. (2) Subsection 527(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur. 2007, c. 6, s. 245 (3) Subsection 527(6) of the French version of the Act is replaced by the following: Approbation : paragraphe 254(2) ou (2.01) (6) La  société peut acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur dans le cadre d’une opération approuvée par le ministre ou le surintendant en vertu du paragraphe 254(2) ou (2.01). (3) Existing text of subsection 527(6): (6) A company or society may acquire any assets from, or dispose of any assets to, a related party of the company under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01). 322 Subsection 537(2) of the English version of the Act is replaced by the following: Reliance on information (2) A company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the company may rely on any information contained in any disclosure received by the company  under  subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure  under subsection (1) , and no action lies against the company or  the  person for anything done or omitted in good faith in reliance on  the  information. Clause 322 : Existing text of subsection 537(2): (2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information. 1997, c. 15, s. 285 323 (1) Paragraph 542(2)(c) of the Act is replaced by the following: (c) hold, manage and otherwise deal with real property  or immovables ; Clause 323 : (1) and (2) Relevant portion of subsection 542(2): (2) A society may ...   (c) hold, manage and otherwise deal with real property; (d) act as an agent for a person, or enter into any other arrangement with a person, in respect of the provision of a service by 1997, c. 15, s. 285 (2) The portion of paragraph 542(2)(d) of the English version of the Act before subparagraph (i) is replaced by the following: (d) act as an agent  or mandatary  for a person, or enter into any other arrangement with a person, in respect of the provision of a service by 1997, c. 15, s. 285 (3) Subsection 542(5) of the Act is replaced by the following: Restriction on leasing (5) A society  must  not engage in Canada in any financial leasing of personal property  or movables . (3) Existing text of subsection 542(5): (5) A society shall not engage in Canada in any financial leasing of personal property. 2007, c. 6, s. 251 324 (1) Subsection 542.06(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 542.06 (1) A society  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving  that residential  property, if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 324 : (1) Existing text of subsection 542.06(1): 542.06 (1) A society shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving the property, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. 1997, c. 15, s. 285 (2) Paragraph 542.06(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of  residential  property on the security of which the society may make a loan is established; (2) and (3) Relevant portion of subsection 542.06(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or under which a different limit on the value of property on the security of which the society may make a loan is established; ... (d) a loan secured by a mortgage where (i) the mortgage is taken back by the society on a property disposed of by the society, including where the disposition is by way of the realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the society for the property. 1997, c. 15, s. 285 (3) Paragraph 542.06(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the society on a property disposed of by the society, including  when  the disposition is by way of  a  realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the society for the property. 1997, c. 15, s. 285 325 Section 542.08 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 542.08 A society  must  not grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or business of the society. Clause 325 : Existing text of section 542.08: 542.08 A society shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the society. 1997, c. 15, s. 285 326 Paragraph 542.12(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 326 : Relevant portion of subsection 542.12(2): (2) Subsection (1) does not apply in respect of a loan (a) that is secured by a mortgage on real property; or 327 (1) Subsection 545(1) of the Act is replaced by the following: Appointing proxyholder 545 (1) A member who is entitled to vote by by-law of a society may, if the by-laws of the society so provide, appoint, by  means  of  a  proxy, a proxyholder or one or more alternate proxyholders, who are not required to be  members  of the society, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Clause 327 : (1) and (2) Existing text of subsections 545(1) and (2): 545 (1) A member who is entitled to vote by by-law of a society may, if the by-laws of the society so provide, by executing an instrument of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be members of the society, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) An instrument of proxy is not valid at a meeting of a society unless it is filed with the secretary of the society at least ten days before the date of the meeting and it may be revoked at any time. (2) Subsection 545(2) of the English version of the Act is replaced by the following: Validity of proxies (2) A  proxy is not valid at a meeting of a society unless it is filed with the secretary of the society at least 10 days before the date of the meeting and it may be revoked at any time. 328 Paragraph 550(a) of the Act is replaced by the following: (a) any interest in real property arising through the holding of a security interest in real property  or an immovable ; Clause 328 : Relevant portion of section 550: 550 Sections 551 to 570 do not apply in respect of (a) any interest in real property arising through the holding of a security interest in real property; 2018, c. 27, s. 149(2) 329 Paragraph 552(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 329 : Relevant portion of subsection 552(3.3): (3.3) A society is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2007, c. 6, s. 253(3) 330 The portion of subsection 554(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de secours peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  et y est autorisée par les lois d’une province ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si celle-ci est, selon le cas : Clause 330 : Relevant portion of subsection 554(3.1): (3.1) Despite paragraph (3)(a), a society may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is 2001, c. 9, s. 439 331 Section 563 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limits 563 A society  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the  society  or any of its prescribed subsidiaries has an interest  in real property  if the aggregate value of all interests of the society in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. Clause 331 : Existing text of the heading and section 563: Real Property 563 A society shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire an interest in real property, or (b) make an improvement to any real property in which the society or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the society in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. 2001, c. 9, s. 439 332 Paragraph 566(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the society or any of its prescribed subsidiaries has an interest  in real property Clause 332 : Relevant portion of section 566: 566 A society shall not, and shall not permit its prescribed subsidiaries to, ...   (b) make an improvement to real property in which the society 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 society and its prescribed subsidiaries, and (d) all interests of the society 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, an amount determined in accordance with the regulations. 333 Section 570 of the French version of the Act is replaced by the following: Dispositions transitoires 570 La présente partie n’a pas pour effet, quand l’opération est antérieure à l’entrée en vigueur de la présente partie, d’entraîner l’annulation d’un prêt ou d’un engagement de prêt ou placement ou d’augmentation d’un prêt ou placement ou  la disposition  d’un placement; cependant, après l’entrée en vigueur de la présente partie, le montant du prêt ou du placement qui se trouve  à  être interdit ou limité par la présente partie ne peut être augmenté, sauf disposition contraire des articles 557, 558 et 559 ou conformément à l’engagement prévu au présent article. Clause 333 : Existing text of section 570: 570 Nothing in this Part requires (a) the termination of a loan or a commitment to make a loan or investment or to increase a loan or investment, or (b) the disposal of an investment made before the coming into force of this Part but, if the loan or investment would be precluded or limited by this Part, the amount of the loan or investment shall not, except as provided in sections 557, 558 and 559, or pursuant to a commitment referred to in paragraph (a), be increased after the coming into force of this Part. 1997, c. 15, s. 298 334 Paragraph 570.11(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur, avec ou sans  garantie , fixer sa rémunération et le remplacer; Clause 334 : Relevant portion of section 570.11: 570.11 In connection with the liquidation and dissolution of a society, if the court is satisfied that the society is able to pay or adequately provide for the discharge of all its obligations and to make  satisfactory  arrangements for the protection of its policyholders, the court may make any order it thinks fit, including ...   (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; 1997, c. 15, s. 298 335 (1) Paragraph 570.15(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte  en  fiducie  ou en fidéicommis  pour les fonds reçus dans le cadre de la liquidation de la société de secours; Clause 335 : (1) Relevant portion of subsection 570.15(1): 570.15 (1) A liquidator shall ...   (d) open and maintain a trust account for the money received by the liquidator in the course of the liquidation of the society; 1997, c. 15, s. 298 (2) Paragraph 570.15(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute  or, in Quebec, sign  documents in the name and on behalf of the society; (2) Relevant portion of subsection 570.15(2): (2) A liquidator may ...   (e) do all acts and execute documents in the name of, and on behalf of, the society; 1997, c. 15, s. 298 336 Subsection 570.19(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator  must  give notice of  their  intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 570.11, to each member of the society or, if there are no members, to each incorporator and to any person who provided a security or  a  fidelity bond  or fidelity insurance  for the liquidation. Clause 336 : Existing text of subsection 570.19(3): (3) A liquidator who intends to make an application under subsection (1) shall give notice of that intention to the Superintendent, to each inspector appointed under section 570.11, to each member of the society or, if there are no members, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. 1997, c. 15, s. 298 337 Paragraph 570.25(4)(a) of the French version of the Act is replaced by the following: a) de  joindre comme partie à l’instance  chaque ancien membre ou fondateur retrouvé par le demandeur; Clause 337 : Relevant portion of subsection 570.25(4): (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a member or incorporator; 2007, c. 6, s. 274(2) 338 Paragraph 591(2)(c) of the French version of the Act is replaced by the following: c) à la garantie au Canada par les sociétés étrangères qui participent au Fonds mutuel d’assurance-incendie des risques contre  la perte de biens  ou  le dommage à ceux-ci  causés par le feu, la foudre, une déflagration ou la fumée ou  par  la rupture d’ un extincteur automatique  ou  de tout autre matériel  ou  système  de protection contre l’incendie, ou  par toute  fuite  en provenant ; Clause 338 : Relevant portion of subsection 591(2): (2) Subsection (1) does not apply ...   (c) in respect of the insuring in Canada of risks against the loss of, or damage to, property caused by fire, by lightning, by an explosion due to ignition, by smoke or by breakage of or leakage from a sprinkler, from other fire protection equipment or from another fire protection system by a foreign company that is a member of the Fire Mutuals Guarantee Fund; or 1997, c. 15, s. 307 339 Subsection 598.1(1) of the Act is replaced by the following: Rebate of borrowing costs 598.1 (1) If  a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply, and the loan is not secured by a mortgage on real property  or a hypothec on an immovable  and is required to be repaid either on a fixed future date or by instalments, the foreign company  must , if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. Clause 339 : Existing text of subsection 598.1(1): 598.1 (1) Where a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply, and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the foreign company shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 148 340 Section 601.1 of the Act is replaced by the following: Renewal statement 601.1 If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply and the loan is secured by a mortgage on real property  or a hypothec on an immovable , the foreign company  must  disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. Clause 340 : Existing text of section 601.1: 601.1 If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply and the loan is secured by a mortgage on real property, the foreign company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 2007, c. 6, s. 280(1) 341 Paragraphs 604(1)(b) and (c) of the English version of the Act are replaced by the following: (b) designate one of its officers or employees in Canada, or an agent  or mandatary  in Canada, to be responsible for implementing those procedures; and (c) designate one or more of its officers or employees in Canada, or agents  or mandataries  in Canada, to receive and deal with those complaints. Clause 341 : Relevant portion of subsection 604(1): 604 (1) A foreign company shall ...   (b) designate one of its officers or employees in Canada, or an agent in Canada, to be responsible for implementing those procedures; and (c) designate one or more of its officers or employees in Canada, or agents in Canada, to receive and deal with those complaints. 342 Paragraph 606(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 342 : Relevant portion of subsection 606(2): (2) Subsection (1) does not apply in respect of a loan (a) that is secured by a mortgage on real property; or 343 Paragraph 610(1)(e) of the Act is replaced by the following: (e) determining the method of calculating the value of interests in real property  or rights in immovables  of foreign companies for the purposes of section 618; and Clause 343 : Relevant portion of subsection 610(1): 610 (1) The Governor in Council may make regulations ...   (e) determining the method of calculating the value of interests of foreign companies in real property for the purposes of section 618; and 344 (1) Paragraph 612(1)(b) of the Act is replaced by the following: (b) real property or  immovables  situated outside Canada or ground rents, mortgages  or hypothecs in respect of that  real property  or those immovables ; Clause 344 : (1) and (2) Relevant portion of subsection 612(1): 612 (1) A foreign company may not vest in trust ... (b) real property, or ground rents or mortgages on real property, situated outside Canada; ... (d) a loan made in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. 2007, c. 6, s. 290(1) (2) Paragraph 612(1)(d) of the Act is replaced by the following: (d) a loan made in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. 2007, c. 6, s. 290(2) (3) Paragraph 612(2)(a) of the Act is replaced by the following: (a) holding, managing or otherwise dealing with real property  or immovables ; or (3) Relevant portion of subsection 612(2): (2) Despite paragraphs (1)(a) and (c), a foreign company may vest in trust a substantial investment in an entity that is primarily engaged in (a) holding, managing or otherwise dealing with real property; or (4) Paragraph 612(3)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or  under  which a different limit on the value of  residential  property on the security of which the foreign company may make a loan is established; (4) Relevant portion of subsection 612(3): (3) Notwithstanding paragraph (1)(d), a foreign company may vest in trust (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the foreign company may make a loan is established; 2007, c. 6, s. 292 345 Section 618 of the Act and the heading before it are replaced by the following: Real Property  or Immovables Limit — foreign life companies 618 (1) The total accepted value of interests in real property  or rights in immovables  vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance  must  not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. Limit — foreign composite companies (2) The total accepted value of interests in real property  or rights in immovables  vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance  must  not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. Limit — foreign property and casualty companies and foreign marine companies (3) The total accepted value of interests in real property  or rights in immovables  vested in trust by a foreign property and casualty company, or a foreign marine company,  must  not at any time exceed the prescribed percentage of the value of its assets in Canada. Clause 345 : Existing text of the heading and section 618: Real Property 618 (1) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. (2) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. (3) The total accepted value of interests in real property vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada. 346 Subparagraph 634(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company. Clause 346 : Relevant portion of subsection 634(2): (2) For the purposes of subsection (1), ...   (b) a person is deemed not to be independent of a foreign company if that person, a business partner of that person or a firm of accountants of which that person is a member ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company. 347 Paragraph 661(2)(a) of the French version of the Act is replaced by the following: a) les nom,  résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 347 : Relevant portion of subsection 661(2): (2) A provincial company shall, within thirty days after each annual meeting of the provincial company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 348 Paragraph 668(1)(a) of the French version of the Act is replaced by the following: a) les nom,  résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 348 : Relevant portion of subsection 668(1): 668 (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 2001, c. 9, s. 465 349 Subsection 701(1) of the French version of the Act is replaced by the following: Pouvoirs 701 (1) La société de portefeuille d’assurances a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 349 : Existing text of subsection 701(1): 701 (1) An insurance holding company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 304 350 Paragraphs 706(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the insurance holding company as a director,  an  officer,  an employee  or  an agent or mandatary  of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, an officer,  an employee  or  an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee  or  any agent or mandatary  of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine. Clause 350 : Relevant portion of subsection 706(1): 706 (1) No insurance holding company and no guarantor of an obligation of an insurance holding company may assert against a person dealing with the insurance holding company or against a person who has acquired rights from the insurance holding company that ...   (d) a person held out by the insurance holding company as a director, officer or representative of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 465 351 Paragraph 724(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 351 : Relevant portion of section 724: 724 Where a body corporate is continued as an insurance holding company under this Part, ...   (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; 2005, c. 54, s. 308 352 Subparagraph 749(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the insurance holding company at arm’s length within the meaning of that expression in the  Income Tax Act , or Clause 352 : Relevant portion of subsection 749(3): (3) Despite subsection (2), an insurance holding company may, subject to subsection (4), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ...   (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the insurance holding company at arm’s length within the meaning of that expression in the  Income Tax Act , or 2001, c. 9, s. 465 353 Subsection 754(3) of the Act is replaced by the following: Gift, bequest or legacy (3) An insurance holding company may accept from any shareholder a share of the insurance holding company surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a liability in respect of an amount unpaid on  the surrendered  share except in accordance with section 757. Clause 353 : Existing text of subsection 754(3): (3) An insurance holding company may accept from any shareholder a share of the insurance holding company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 757. 2001, c. 9, s. 465 354 Subsection 770(6) of the French version of the Act is replaced by the following: Immunité (6) La société de portefeuille d’assurances ou  la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément aux  paragraphes (2) et (3). Clause 354 : Existing text of subsection 770(6): (6) No insurance holding company or person acting on behalf of an insurance holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 2001, c. 9, s. 465 355 Paragraph (b) of the definition  solicit  or  solicitation  in section 785 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute  or, in Quebec, to sign or not to sign  a form of proxy or to revoke a proxy, Clause 355 : Relevant portion of the definition: solicit  or  solicitation  includes ... (b) a request to execute or not to execute a form of proxy or to revoke a proxy, ... but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g) the sending by a registrant of the documents referred to in section 791, or (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. ( sollicitation ) 2001, c. 9, s. 465 356 (1) Subsections 786(1) and (2) of the Act are replaced by the following: Appointing proxyholder 786 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing  or, in Quebec, signing  a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy  must  be executed  or, in Quebec, signed  by a shareholder or by a shareholder’s attorney authorized in writing to do so. Clause 356 : (1) Existing text of subsections 786(1) and (2): 786 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 2001, c. 9, s. 465 (2) Subsection 786(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in  boldface  type, that the shareholder by whom or on whose behalf it is executed  or, in Quebec, signed  may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. (2) Existing text of subsection 786(4): (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 2001, c. 9, s. 465 (3) The portion of paragraph 786(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument  or act  in writing executed  or, in Quebec, signed  by the shareholder or by the shareholder’s attorney authorized in writing to do so (3) Relevant portion of subsection 786(6): (6) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so 2001, c. 9, s. 465 357 Section 787 of the English version of the Act is replaced by the following: Deposit of proxies 787 (1) The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which  proxies  to be used at the meeting or the continued meeting must be deposited with the insurance holding company or its transfer agent. Time for deposit of proxies (2) The time specified for the deposit of  proxies must  not precede the meeting or the continued meeting by more than 48 hours, excluding Saturdays and holidays. Clause 357 : Existing text of section 787: 787 (1) The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the insurance holding company or its transfer agent. (2) The time specified for the deposit of forms of proxy may not precede the meeting or the continued meeting by more than forty-eight hours, excluding Saturdays and holidays. 2001, c. 9, s. 465 358 Subsection 790(1) of the English version of the Act is replaced by the following: Attendance at meeting 790 (1) A person who solicits a proxy and is appointed proxyholder  must  attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder  must  comply with the directions of the shareholder who  appointed them . Clause 358 : Existing text of subsection 790(1): 790 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. 2005, c. 54, s. 326 359 Subsection 791(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne  agissant en son nom  fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). Clause 359 : Existing text of subsection 791(4): (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). 2001, c. 9, s. 465 360 Subsection 793(8) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (7) (8) Le paragraphe (7) cesse de s’appliquer s’il y a eu  disposition  des actions ayant donné lieu à l’arrêté. Clause 360 : Existing text of subsection 793(8): (8) Subsection (7) shall cease to apply in respect of a person when the shares to which the order relates have been disposed of. 2012, c. 31, s. 141 361 (1) Paragraph 797(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is  a  director, an officer,  an  employee or  an  agent  or mandatary  of — or any other person acting on behalf of — an  eligible agent   as defined in  section 406.1; Clause 361 : (1) and (2) Relevant portion of section 797: 797 The following persons are disqualified from being directors of an insurance holding company: ...   (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of section 406.1; ...   (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 2001, c. 9, s. 465 (2) Paragraph 797(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country . 2001, c. 9, s. 465 362 Subsection 810(2) of the French version of the Act is replaced by the following: Immunité (2) La société de portefeuille d’assurances ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. Clause 362 : Existing text of subsection 810(2): (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2005, c. 54, s. 335 363 Paragraph 837(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment; Clause 363 : Relevant portion of subsection 837(1): 837 (1) A director who is required to make a disclosure under subsection 836(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment; 2001, c. 9, s. 465 364 Subsection 844(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 364 : Existing text of subsection 844(5): (5) Where a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 2001, c. 9, s. 465 365 Section 856 of the French version of the Act is replaced by the following: Maintien des droits 856 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager la société de portefeuille d’assurances, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 365 : Existing text of section 856: 856 No amendment to the incorporating instrument or by-laws of an insurance holding company affects an existing cause of action or claim or liability to prosecution in favour of or against the insurance holding company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the insurance holding company or any of its directors or officers are a party. 2001, c. 9, s. 465 366 Subsection 864(1) of the English version of the Act is replaced by the following: Court enforcement 864 (1) If an insurance holding company, or any director,  any  officer,  any  employee or  any  agent  or mandatary  of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 366 : Existing text of subsection 864(1): 864 (1) If an insurance holding company, or any director, officer, employee or agent of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 2001, c. 9, s. 465 367 Paragraph 865(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 367 : Relevant portion of subsection 865(1): 865 (1) On the day provided for in the letters patent issued under section 863, ...   (d) any existing cause of action, claim or liability to prosecution is unaffected; 2001, c. 9, s. 465 368 (1) Subsection 871(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. Clause 368 : (1) Existing text of subsection 871(5): (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. 2001, c. 9, s. 465 (2) The portion of subsection 871(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) An insurance holding company or its agent  or mandatary must  provide a supplemental list of shareholders required under subsection (5) (2) Relevant portion of subsection 871(6): (6) An insurance holding company or its agent shall provide a supplemental list of shareholders required under subsection (5) 2001, c. 9, s. 465 369 The portion of section 875 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 875 An insurance holding company and its agents  or mandataries must  take reasonable precautions to Clause 369 : Relevant portion of section 875: 875 An insurance holding company and its agents shall take reasonable precautions to 2005, c. 54, s. 348 370 Subsection 881(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it. Clause 370 : Existing text of subsection 881(2): (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 465 371 Subparagraph 894(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the insurance holding company within the two years immediately preceding the person’s proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired  under  section 975 or through a realization of a security  under  section 976. Clause 371 : Relevant portion of subsection 894(2): (2) For the purposes of subsection (1), ...   (b) a member of a firm of accountants is deemed not to be independent of an insurance holding company if that member, a business partner of that member or the firm of accountants ...   (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the insurance holding company within the two years immediately preceding the person’s proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired pursuant to section 975 or through a realization of a security pursuant to section 976. 2001, c. 9, s. 465 372 Subsection 914(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Subdivision  must  not be stayed, discontinued, settled or dismissed for want of prosecution  or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure , without the approval of the court given on  any  terms  that  the court thinks fit and, if the court determines that the interests  or rights  of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 372 : Existing text of subsection 914(2): (2) An application made or an action brought or intervened in under this Subdivision shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2001, c. 9, s. 465 373 Paragraph 945(2)(a) of the French version of the Act is replaced by the following: a) il y a eu  disposition  des actions ayant donné lieu à la contravention; Clause 373 : Relevant portion of subsection 945(2): (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; 2001, c. 9, s. 465 374 Section 960 of the English version of the Act is replaced by the following: Reliance on information 960 An insurance holding company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the insurance holding company may rely on any information contained in a declaration required by the directors  under  section 959 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under section 959 , and no action lies against the insurance holding company or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 374 : Existing text of section 960: 960 An insurance holding company and any person who is a director or an officer, employee or agent of the insurance holding company may rely on any information contained in a declaration required by the directors pursuant to section 959 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the insurance holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 465 375 Paragraph 966(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in  any  real property  or immovable  unless the security interest is prescribed under paragraph 984(a) to be an interest in real property; or Clause 375 : Relevant portion of subsection 966(3): (3) This Division does not apply in respect of (a) the holding of a security interest in real property, unless the security interest is prescribed under paragraph 984(a) to be an interest in real property; or 2018, c. 27, s. 151(2) 376 Paragraph 969(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 376 : Relevant portion of subsection 969(3.3): (3.3) An insurance holding company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2012, c. 5, s. 158(1) 377 The portion of subsection 971(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de portefeuille d’assurances peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : Clause 377 : Relevant portion of subsection 971(3.1): (3.1) Despite paragraph (3)(a), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 465 378 Section 981 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 981 An insurance holding company  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the insurance holding company or any of its prescribed subsidiaries has an interest  in real property  if the aggregate value of all interests of the insurance holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. Clause 378 : Existing text of the heading and section 981: Real Property 981 An insurance holding 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 insurance holding company or any of its prescribed subsidiaries has an interest if the aggregate value of all interests of the insurance holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. 2001, c. 9, s. 465 379 Paragraph 983(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the insurance holding company or any of its prescribed subsidiaries has an interest  in real property Clause 379 : Relevant portion of section 983: 983 An insurance holding company shall not, and shall not permit its prescribed subsidiaries to, ...   (b) make an improvement to real property in which the insurance holding 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 insurance holding company and its prescribed subsidiaries, and (d) all interests of the insurance holding 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, an amount determined in accordance with the regulations. 2001, c. 9, s. 465 380 Paragraph 994(1)(a) of the French version of the Act is replaced by the following: a) les nom,  résidence  et citoyenneté de chaque administrateur en  fonction  à la clôture de l’assemblée; Clause 380 : Relevant portion of subsection 994(1): 994 (1) An insurance holding company shall, within thirty days after each annual meeting of the insurance holding company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 2001, c. 9, s. 465 381 Section 1028 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 1028 If an entity commits an offence under this Act, any director,  any  officer or  any  agent  or mandatary  of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 1027(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. Clause 381 : Existing text of section 1028: 1028 If an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 1027(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 465 382 Section 1031 of the English version of the Act is replaced by the following: Compliance or restraining order 1031 (1) If a company, a society, a foreign company, a provincial company or an insurance holding company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of one does not comply with any provision of this Act or the regulations other than a consumer provision, or, in the case of a company, a society or an insurance holding company, of the incorporating instrument or any by-law of the company, society or insurance holding company, the Superintendent, any complainant or any creditor of the company, society or insurance holding company may, in addition to any other right that person has, apply to a court for an order directing the company,  the  society,  the  foreign company,  the  provincial company,  the  insurance holding company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the company,  the  society,  the  foreign company,  the  provincial company,  the  insurance holding company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a company or a foreign company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in  addition  to any other right that person has, apply to a court for an order directing the company,  the  foreign company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the company,  the  foreign company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Clause 382 : Existing text of section 1031: 1031 (1) If a company, a society, a foreign company, a provincial company or an insurance holding company or any director, officer, employee or agent of one does not comply with any provision of this Act or the regulations other than a consumer provision, or, in the case of a company, a society or an insurance holding company, of the incorporating instrument or any by-law of the company, society or insurance holding company, the Superintendent, any complainant or any creditor of the company, society or insurance holding company may, in addition to any other right that person has, apply to a court for an order directing the company, society, foreign company, provincial company, insurance holding company, director, officer, employee or agent to comply with — or restraining the company, society, foreign company, provincial company, insurance holding company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. (2) If a company or a foreign company or any director, officer, employee or agent of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, foreign company, director, officer, employee or agent to comply with — or restraining the company, foreign company, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. SOR/2006-157, s. 1 383 (1) The definition  mortgage insurance  in the schedule to the Act is replaced by the following: mortgage insurance  means insurance against loss caused by default on the part of a borrower under a loan secured by a mortgage  or hypothec  or charge on, or other security interest in, real property  or an immovable . ( hypothèque ) Clause 383 : (1) Existing text of the definition: mortgage insurance  means insurance against loss caused by default on the part of a borrower under a loan secured by a mortgage or charge on, or other security interest in, real property. ( hypothèque ) 2007, c. 6, s. 334(4)(F) (2) The definition  maritime  in the schedule to the French version of the Act is replaced by the following: maritime  Assurance de responsabilité pour  les  blessures corporelles ou  le  décès d’une personne ou pour  la  perte  de biens  ou  le  dommage  à ceux-ci , survenant soit au cours d’un voyage ou d’une expédition en mer ou sur une voie d’eau intérieure, soit à l’occasion d’un retard dans le cadre d’un tel voyage ou d’une telle expédition ou au cours d’un transport connexe qui ne se fait pas sur l’eau, ou assurance contre toute perte  de biens  ou  tout  dommage  à ceux-ci  subis dans l’un ou l’autre de ces cas. ( marine insurance ) (2) Existing text of the definition: marine insurance  means insurance against (a) liability arising out of (i) bodily injury to, or the death of, a person, or (ii) the loss of, or damage to, property, or (b) the loss of, or damage to, property, occurring during a voyage or marine adventure at sea or on an inland waterway, or during a delay or a transit other than by water that is incidental to a voyage or marine adventure at sea or on an inland waterway. ( maritime ) SOR/2006-157, s. 1; SOR/2010-199, s. 3(F) (3) Paragraphs (a) and (b) of the definition  title insurance  in the schedule to the Act are replaced by the following: (a) the existence of a mortgage,  hypothec , charge, lien, encumbrance, servitude or any other restriction on real property  or an immovable ; (b) the existence of a mortgage,  hypothec , charge, lien, pledge, encumbrance or any other restriction on personal property  or a movable ; (3) Relevant portion of the definition: title insurance  means insurance against loss or damage caused by (a) the existence of a mortgage, charge, lien, encumbrance, servitude or any other restriction on real property; (b) the existence of a mortgage, charge, lien, pledge, encumbrance or any other restriction on personal property; SOR/2010-199, s. 1(F) (4) Paragraph (a) of the definition  assurance-aviation  in the schedule to the French version of the Act is replaced by the following: a) assurance de responsabilité pour  les  blessures corporelles ou  le  décès d’une personne ou pour  la  perte  de biens  ou  le  dommage  à ceux-ci , causés par un aéronef ou par son utilisation; (4) Relevant portion of the definition: aircraft insurance  means insurance against (a) liability arising out of bodily injury to, or the death of, a person, or the loss of, or damage to, property, in each case caused by an aircraft or the use of an aircraft; or SOR/2006-157, s. 1 (5) Paragraph (a) of the definition  automobile  in the schedule to the French version of the Act is replaced by the following: a) assurance de responsabilité pour  les  blessures corporelles ou  le  décès d’une personne ou pour  la  perte  de biens  ou  le  dommage  à ceux-ci , causés par un véhicule automobile ou par son utilisation ou son fonctionnement; (5) Relevant portion of the definition: automobile insurance  means insurance (a) against liability arising out of bodily injury to, or the death of, a person, or the loss of, or damage to, property, in each case caused by an automobile or the use or operation of an automobile; SOR/2006-157, s. 1 (6) Paragraphs (a) and (b) of the definition  chaudières et panne de machines  in the schedule to the French version of the Act are replaced by the following: a) assurance de responsabilité pour  les  blessures corporelles ou  le  décès d’une personne ou pour  la  perte  de biens  ou  le  dommage  à ceux-ci , ou assurance contre la perte  de biens  ou le dommage  à ceux-ci , causés soit par l’explosion ou la rupture d’un appareil à pression de tout genre ou des tuyaux, des moteurs ou des machines liés à cet appareil ou actionnés par celui-ci, soit par un accident survenant à un tel appareil ou à l’un ou l’autre de ces éléments; b) assurance de responsabilité pour  les  blessures corporelles ou  le  décès d’une personne ou pour  la  perte  de biens  ou  le  dommage  à ceux-ci , ou assurance contre la perte  de biens  ou le dommage  à ceux-ci , causés par la panne d’une machine. ( boiler and machinery insurance ) (6) Relevant portion of the definition: boiler and machinery insurance  means insurance (a) against liability arising out of bodily injury to, or the death of, a person, or the loss of, or damage to, property, or against the loss of, or damage to, property, in each case caused by the explosion or rupture of, or accident to, pressure vessels of any kind or pipes, engines and machinery connected to or operated by those pressure vessels; or (b) against liability arising out of bodily injury to, or the death of, a person, or the loss of, or damage to, property, or against the loss of, or damage to, property, in each case caused by a breakdown of machinery. ( chaudières et panne de machines ) SOR/2006-157, s. 1 (7) Paragraph (b) of the definition  responsabilité  in the schedule to the French version of the Act is replaced by the following: b) assurance de responsabilité pour  la  perte  de biens  ou  le  dommage  à ceux-ci ; (7) Relevant portion of the definition: liability insurance  means insurance, other than insurance that falls within another class of insurance, ... (b) against liability arising out of the loss of, or damage to, property; or 1991, c. 45 Trust and Loan Companies Act 384 (1) The definition  biens immeubles  in section 2 of the French version of the  Trust and Loan Companies Act  is repealed. Trust and Loan Companies Act Clause 384 : (1) to (4) Existing text of the definitions: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or other intermediaries; ( véritable propriétaire  et  propriété effective ) fiduciary  means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; ( représentant ) form of proxy  means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) guaranteed trust money  means money that is received in trust for investment by a company that is a trust company pursuant to subsection 57(2) and that is subject to a guarantee by the company in respect of the payment of interest or repayment of the principal or both; ( fonds en fiducie garantie ) personal representative  means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person; ( représentant personnel ) proxy  means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) proxyholder  means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; ( fondé de pouvoir ) real property  includes a leasehold interest in real property; ( biens immeubles ) residential property  means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; ( immeuble résidentiel ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) security interest  means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération ) (2) The definitions  fiduciary ,  personal representative ,  proxy ,  residential property  and  security interest  in section 2 of the Act are replaced by the following: fiduciary  means any person  who is  acting in a fiduciary capacity  or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person , and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor  or  administrator  of an estate, a liquidator of a succession, an administrator of the property of another , a committee, a guardian, a tutor, a curator, an assignee, a receiver  or sequestrator , an agent  or mandatary , or an attorney; ( représentant personnel ) proxy  means a completed and executed  or, in Quebec, signed  form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) residential property  means  any  real property  or immovable  consisting of buildings  of which  at least one half of the floor space  is  used, or  is  to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest  or right  in or  a  charge on property, by way of mortgage  or hypothec , lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions  beneficial ownership ,  form of proxy  and  securities underwriter  in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents  or mandataries  or other intermediaries; ( véritable propriétaire  et  propriété effective ) form of proxy  means a written or printed form that, when completed and executed  or, in Quebec, signed  by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent  or mandatary  for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait ) (4) The definitions  fondé de pouvoir ,  fonds en fiducie garantie  and  opération  in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour  assister et agir au nom de  l’actionnaire aux assemblées des actionnaires. ( proxyholder ) fonds en fiducie garantie  Fonds reçus en fiducie  ou en fidéicommis  par une société de fiducie au sens du paragraphe 57(2) à des fins de placement contre la garantie du versement des intérêts ou du remboursement du principal, ou des deux. ( guaranteed trust money ) opération  En matière de valeurs mobilières, toute  vente ou disposition pour contrepartie de valeur . ( trade ) (5) Paragraph (a) of the definition  security  in section 2 of the English version of the Act is replaced by the following: (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any  document  evidencing a deposit  with a financial institution , and (5) Relevant portion of the definition: security  means (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (6) and (7) New. (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 385 Subsection 14(1) of the French version of the Act is replaced by the following: Pouvoirs 14 (1) La société a la capacité d’une personne physique  et a , sous réserve des autres dispositions de la présente loi,  les droits, pouvoirs et privilèges de cette personne . Clause 385 : Existing text of subsection 14(1): 14 (1) A company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. 2005, c. 54, s. 371 386 Paragraphs 19(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the company as a director,  an  officer,  an employee  or  an agent or mandatary  of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director,  an  officer,  an employee  or  an agent or mandatary ; or (e) a document issued by any director,  any  officer,  any employee  or  any agent or mandatary  of the company with actual or usual authority to issue the document is not valid or not genuine. Clause 386 : Relevant portion of subsection 19(1): 19 (1) No company and no guarantor of an obligation of a company may assert against a person dealing with the company or against a person who has acquired rights from the company that ... (d) a person held out by the company as a director, officer or representative of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the company with actual or usual authority to issue the document is not valid or not genuine. 387 Paragraph 36(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; Clause 387 : Relevant portion of section 36: 36 Where a body corporate is continued as a company under this Part, ... (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; 2009, c. 2, s. 288 388 Subsection 37(2.1) of the Act is replaced by the following: Non-application (2.1) Paragraph (2)(a) does not apply to a company if the body corporate continued as the company was, at any time before the coming into force of this subsection, engaged in any personal property  or movable  leasing activity in which a  financial leasing entity , as defined in subsection 449(1), is not permitted to engage. Clause 388 : Existing text of subsection 37(2.1): (2.1) Paragraph (2)(a) does not apply to a company if the body corporate continued as the company was, at any time before the coming into force of this subsection, engaged in any personal property leasing activity in which a financial leasing entity, as defined in subsection 449(1), is not permitted to engage. 2007, c. 6, s. 340 389 Paragraph 38(2)(b) of the Act is replaced by the following: (b) the company is not carrying on any of the activities referred to in section 412; Clause 389 : Relevant portion of subsection 38(2): (2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that ... (b) the company is not carrying on any of the fiduciary activities referred to in section 412; 2005, c. 54, s. 374 390 Subparagraph 69(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest  or right  in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the  Income Tax Act , or Clause 390 : Relevant portion of subsection 69(2.1): (2.1) Despite subsection (2), a company may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares (a) in exchange for ... (ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the  Income Tax Act , or 391 Subsection 74(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A company may accept from any shareholder a share of the company surrendered to it as a gift,  bequest or legacy , but  must  not extinguish or reduce a liability in respect of an amount unpaid on  the surrendered  share except in accordance with section 78. Clause 391 : Existing text of subsection 74(3): (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 78. 392 (1) The definitions  adverse claim  and  purchaser  in section 84 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest  or right  in a security; ( opposition ) purchaser  means a person who takes an interest  or right  in a security by sale, mortgage,  hypothec , pledge, issue, reissue, gift,  bequest, legacy  or any other voluntary transaction; ( acquéreur ) Clause 392 : (1) Existing text of the definitions: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition ) purchaser  means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) (2) The portion of the definition  security  or  security certificate  in section 84 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest  or right  in or obligation of a company, but does not include  a document  evidencing a deposit; ( valeur mobilière  ou  certificat de valeur mobilière ) (2) Existing text of the definition: security  or  security certificate  means an instrument issued by a company that is ... (d) evidence of a share, participation or other interest in or obligation of a company, but does not include an instrument evidencing a deposit; ( valeur mobilière  ou  certificat de valeur mobilière ) 393 Paragraph 94(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void  or, in Quebec, null  if not exchanged for a share certificate representing a full share before a specified date; and Clause 393 : Relevant portion of section 94: 94 The directors of a company may attach conditions to any scrip certificate issued by the company, including conditions that (a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 380(E) 394 Section 97 of the Act is replaced by the following: Minors 97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance  or, in Quebec, annulment or reduction of the minor’s obligations  is effective against the company. Clause 394 : Existing text of section 97: 97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance is effective against the company. 395 (1) Subsection 99(1) of the Act is replaced by the following: Transmission of securities 99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 96(2)(a) delivers to the company or its transfer agent  the following documents , accompanied by any assurance the company may require under section 130: (a) in  the  case of a  grant of probate or of letters of administration  or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the  original  document  or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration  or that issued the letters of verification or the judgment probating the will , (ii) a company that is a trust company pursuant to subsection 57(2) or a trust company incorporated under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate ; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters ; (d) in the case of a notarial will in Quebec,  an authentic  copy  of the will established in accordance with  the laws of that province; ( e ) an affidavit or declaration of transmission made by the person referred to in paragraph 96(2)(a) that states the particulars of the transmission; and ( f ) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 96(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 114. Clause 395 : (1) Existing text of subsection 99(1): 99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 96(2)(a) delivers to the company or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, (ii) a company that is a trust company pursuant to subsection 57(2) or a trust company incorporated by or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(2)(a), or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province, together with (c) an affidavit or declaration of transmission made by the person referred to in paragraph 96(2)(a) that states the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 96(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 114, and accompanied by any assurance the company may require under section 130. (2) The portion of subsection 99(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite  subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require  any of the documents mentioned in paragraphs (1)(a) to (c)  in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner  of the security  or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents: (2) and (3) Relevant portion of subsection 99(2): (2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents, namely, ... (b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder. (3) Paragraph 99(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest  or right  in the security and of the right of the personal representative or the designated person to become the registered shareholder. 396 Subsection 103(1) of the Act is replaced by the following: Notice of defect 103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another  document , instrument  or act , statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but  the  reference is not of itself notice to a purchaser for value of a defect going to the validity of the security,  even if  the security expressly states that a person accepting it admits the notice. Clause 396 : Existing text of subsection 103(1): 103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. 397 Subsection 107(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest  or right  purchased. Clause 397 : Existing text of subsection 107(3): (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. 398 Subsection 111(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent  or mandatary  are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. Clause 398 : Existing text of subsection 111(5): (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 399 (1) Paragraph 113(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un  droit  de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); Clause 399 : (1) and (2) Relevant portion of subsection 113(1): 113 (1) In this section, section 114, subsections 121(1), 124(4) and 129(1) and section 133,  appropriate person  means ... (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; ... (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. (2) Paragraph 113(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent  or mandatary , the person’s authorized agent  or mandatary . 400 Section 117 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 117 Failure of a fiduciary to comply with a controlling instrument  or act  or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. Clause 400 : Existing text of section 117: 117 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 401 (1) The portion of subsection 124(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or  of an  interest  or right in such a security  may, in addition to other methods, be effected by making an appropriate entry in  those  records if the security is evidenced by Clause 401 : (1) and (2) Relevant portion of subsection 124(4): (4) If a security shown in the records of a clearing agency is evidenced by (a) a security certificate in the custody of the clearing agency or a custodian, or a nominee of either, subject to the instructions of the clearing agency, and is in bearer form or endorsed in blank by an appropriate person or registered in the name of the clearing agency or a custodian, or of a nominee of either, or (b) an uncertificated security registered or recorded in records maintained by or on behalf of the company in the name of the clearing agency or a custodian, or of a nominee of either, subject to the instructions of the clearing agency, then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of an appropriate entry in the records of the clearing agency. (2) The portion of subsection 124(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 124(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of  similar  securities or interests  or rights in similar securities  as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or  any other information  and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (3) and (4) Existing text of subsections 124(5) to (7): (5) Under subsections (4) to (10), entries may be in respect of like securities or interests therein as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or the like and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (6) A transfer or pledge under subsections (4) to (10) has the effect of a delivery of a security in bearer form or duly endorsed in blank representing the amount of the obligation or the number of shares or rights transferred or pledged. (7) If a pledge or the creation of a security interest is intended, the making of entries has the effect of a taking of delivery by the pledgee or a secured party and the pledgee or secured party shall be deemed to have taken possession for all purposes. (4) Subsections 124(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le  gage  prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou  mis en gage . Inscription équivaut à acceptation de livraison (7) Si le  gage  ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 124(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le  gage  effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 129 à 136. (5) Existing text of subsection 124(9): (9) A transfer or pledge under subsections (4) to (10) does not constitute a registration of transfer under sections 129 to 136. 402 Subsection 126(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution  si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 402 : Existing text of subsection 126(2): (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 403 Sections 127 and 128 of the Act are replaced by the following: Seizure of security 127 No seizure of a security or other interest  or right  evidenced  by a security  is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 128 An agent or  mandatary, or a  bailee  or depositary , who in good faith, including observance of reasonable commercial standards if  they are  in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or  mandator, or the bailor or depositor , is not liable for conversion or for participation in breach of fiduciary duty even though the principal  or mandator, or the bailor or depositor  has no right to dispose of the securities. Clause 403 : Existing text of sections 127 and 128: 127 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security. 128 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities. 404 (1) Paragraph 130(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent  or mandatary , reasonable assurance of authority to sign; Clause 404 : (1) Relevant portion of subsection 130(1): 130 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (2) Paragraph 130(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et  visé  au paragraphe 99(1), de la copie certifiée  de l’ordonnance visée  à ce paragraphe et  rendue  dans les soixante jours  précédant  la présentation pour transfert de la valeur mobilière; (2) Relevant portion of subsection 130(4): (4) For the purposes of paragraph (1)(b),  evidence of appointment or incumbency  means (a) in the case of a fiduciary appointed by a court and referred to in subsection 99(1), a copy of the certified court order referred to in subsection 99(1) and dated not earlier than sixty days before the day a security is presented for transfer; or 405 Paragraph 132(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent  or mandatary  of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. Clause 405 : Relevant portion of subsection 132(2): (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either ... (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 406 The portion of section 137 of the Act before paragraph (a) is replaced by the following: Rights and obligations 137 An authenticating trustee, registrar, transfer agent or other agent  or mandatary  of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, Clause 406 : Relevant portion of section 137: 137 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 407 Section 138 of the English version of the Act is replaced by the following: Notice 138 Notice to  one  of  the persons referred to in section 137  is notice to the issuer in respect of the functions performed by  that person . Clause 407 : Existing text of section 138: 138 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent. 408 Subsection 146(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou  la personne agissant  en  son nom  n’ engage  pas  sa  responsabilité en diffusant une proposition ou une déclaration  conformément aux  paragraphes (2) et (3). Clause 408 : Existing text of subsection 146(6): (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 409 Paragraph (b) of the definition  solicit  or  solicitation  in section 160.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute  or, in Quebec, to sign or not to sign  a form of proxy or to revoke a proxy, Clause 409 : Relevant portion of the definition: solicit  or  solicitation  includes ...   (b) a request to execute or not to execute a form of proxy or to revoke a proxy, ...   but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g) the sending by a registrant of the documents referred to in section 160.07, or (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. ( sollicitation ) 1997, c. 15, s. 348 410 (1) Subsections 160.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing  or, in Quebec, signing  a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy  is to  be executed  or, in Quebec, signed  by a shareholder or by a shareholder’s attorney authorized in writing to do so. Clause 410 : (1) Existing text of subsections 160.02(1) and (2): 160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 348 (2) Subsection 160.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in  boldface  type, that the shareholder by whom or on whose behalf it is executed  or, in Quebec, signed  may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. (2) Existing text of subsection 160.02(4): (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 348 (3) The portion of paragraph 160.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument  or act  in writing executed  or, in Quebec, signed  by the shareholder or by the shareholder’s attorney authorized in writing to do so (3) Relevant portion of subsection 160.02(6): (6) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 348 411 Section 160.03 of the English version of the Act is replaced by the following: Deposit of proxies 160.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which  proxies  to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. Clause 411 : Existing text of section 160.03: 160.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. The time specified must not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 348 412 Subsection 160.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 160.06 (1) A person who solicits a proxy and is appointed proxyholder  must  attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder  must  comply with the directions of the shareholder who  appointed them . Clause 412 : Existing text of subsection 160.06(1): 160.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. 2005, c. 54, s. 396 413 Subsection 160.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne  agissant en son nom  fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). Clause 413 : Existing text of subsection 160.07(4): (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). 2012, c. 31. s. 99 414 (1) Paragraph 164(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is  a  director, an officer,  an  employee or  an  agent  or mandatary  of — or any other person acting on behalf of — an  eligible agent   as defined in  section 374.1; Clause 414 : (1) and (2) Relevant portion of section 164: 164 The following persons are disqualified from being directors of a company: ... (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of section 374.1; ... (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. (2) Paragraph 164(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or  mandatary or an  employee of the government of a foreign country or any political subdivision  of a foreign country . 415 Subsection 179(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou  la personne agissant en son nom  n’ engage  pas  sa  responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. Clause 415 : Existing text of subsection 179(2): (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 416 Subsection 203(1) of the English version of the Act is replaced by the following: Exercise of trustee powers 203 (1) If  authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument  or act  creating a trust. Clause 416 : Existing text of subsection 203(1): 203 (1) Where authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument creating a trust. 2005, c. 54, s. 405 417 Paragraph 208(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director,  an  officer,  an  employee or  an  agent  or mandatary  of the company, an entity controlled by the company or an entity in which the company has a substantial investment; Clause 417 : Relevant portion of subsection 208(1): 208 (1) A director who is required to make a disclosure under subsection 207(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the company, an entity controlled by the company or an entity in which the company has a substantial investment; 418 Subsection 215(5) of the Act is replaced by the following: Subrogation of director (5) When  a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and,  if  a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and ( b ) elsewhere in Canada , entitled to an assignment of the judgment. Clause 418 : Existing text of subsection 215(5): (5) Where a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. 419 Section 227 of the French version of the Act is replaced by the following: Maintien des droits 227 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions  ou aux réclamations  déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants,  ni aux possibilités de poursuite pour infraction , ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. Clause 419 : Existing text of section 227: 227 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party. 2001, c. 9, s. 510 420 Subsection 234.1(1) of the English version of the Act is replaced by the following: Court enforcement 234.1 (1) If a company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Clause 420 : Existing text of subsection 234.1(1): 234.1 (1) If a company or any director, officer, employee or agent of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the  company  or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 421 Paragraph 235(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions  ou aux réclamations  déjà nées,  ni aux possibilités de poursuite pour infraction ; Clause 421 : Relevant portion of subsection 235(1): 235 (1) On the day provided for in the letters patent issued under section 234 ... (d) any existing cause of action, claim or liability to prosecution is unaffected; 422 (1) Paragraph 241(2)(c) of the French version of the Act is replaced by the following: c) dans le cas où la société vendeuse est une société de fiducie au sens du paragraphe 57(2), la demande est appuyée par une preuve établissant de manière satisfaisante que la société a conclu les ententes nécessaires pour effectuer le transfert, à une autre société de fiducie au sens du paragraphe 57(2), des fonds et autres éléments d’actif détenus en fiducie  ou en fidéicommis  par elle, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie. Clause 422 : (1) Relevant portion of subsection 241(2): (2) No application for approval under subsection (1) may be made unless ... (c) where the selling company is a trust company pursuant to subsection 57(2), the application is supported by satisfactory evidence that the selling company has made such arrangements as may be necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the selling company, other than assets held in respect of guaranteed trust money. (2) Subsection 241(5) of the French version of the Act is replaced by the following: Agrément du ministre (5) Dans le cas d’une société de fiducie au sens du paragraphe 57(2), le ministre ne peut agréer la convention de vente que s’il est convaincu que la société a conclu des ententes satisfaisantes pour assurer la protection des personnes pour lesquelles elle a agi en qualité de  représentant . (2) Existing text of subsection 241(5): (5) Where a selling company is a trust company pursuant to subsection 57(2), the Minister shall not approve the sale agreement until the Minister is satisfied that the selling company has made satisfactory arrangements for the protection of persons in relation to whom the selling company was acting in a fiduciary capacity. 423 Paragraph 243(2)(c) of the French version of the Act is replaced by the following: c) des livres concernant ses activités  à titre de représentant ; Clause 423 : Relevant portion of subsection 243(2): (2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate ... (c) records relating to fiduciary activities of the company; and 424 (1) Subsection 245(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent  or mandatary , on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. Clause 424 : (1) Existing text of subsection 245(5): (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 245(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A company or its agent  or mandatary must  provide a supplemental list of shareholders required under subsection (5) (2) Relevant portion of subsection 245(6): (6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5) 425 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 249 A company and its agents  or mandataries must  take reasonable precautions to Clause 425 : Relevant portion of section 249: 249 A company and its agents shall take reasonable precautions to 2005, c. 54, s. 418 426 (1) Subsection 253(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine  the  central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent  or mandatary  to provide supplementary information setting out any changes made to the register. Clause 426 : (1) Existing text of subsection 253(6): (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 418 (2) The portion of subsection 253(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A company or its agent  or mandatary must  provide the supplementary information within (2) Relevant portion of subsection 253(7): (7) A company or its agent shall provide the supplementary information within 427 Section 255 of the English version of the Act is replaced by the following: Agent or mandatary 255 A company may appoint an agent  or mandatary  to maintain its central securities register and each of its branch securities registers. Clause 427 : Existing text of section 255: 255 A company may appoint an agent to maintain its central securities register and each of its branch securities registers. 428 The portion of section 259 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 259 A company, its agent  or mandatary  or a  trustee   as defined in  section 299 is not required to produce Clause 428 : Relevant portion of section 259: 259 A company, its agent or a trustee within the meaning of section 299 is not required to produce 2005, c. 54, s. 419 429 Subsection 261(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed  or, in Quebec, signed  on behalf of a company is not invalid merely because a corporate seal is not affixed to it. Clause 429 : Existing text of subsection 261(2): (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 430 The definitions  option d’achat  and  option de vente  in subsection 270(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par  livraison  qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) Clause 430 : Existing text of the definitions: call  means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire;  ( option d’achat ) put  means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time;  ( option de vente ) 2005, c. 54, s. 422 431 Paragraph 276(5)(c) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the person has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity; Clause 431 : Relevant portion of subsection 276(5): (5) In subsection (4),  associate  means with respect to a person ... (c) a trust or estate in which the person has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 422 432 (1) Paragraph 282(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont  joints comme parties à l’instance  et sont liés par la décision du tribunal; Clause 432 : (1) Relevant portion of subsection 282(18): (18) On an application to a court under subsection (14) or (15), (a) all dissenting shareholders whose shares have not been purchased by the company are to be joined as parties and are bound by the decision of the court; 2005, c. 54, s. 422 (2) Subsection 282(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à  joindre comme parties à l’instance  et doit  alors  fixer la juste valeur des actions en question. (2) Existing text of subsection 282(19): (19) On an application to a court under subsection (14) or (15), the court may determine whether any other person is a dissenting shareholder and is to be joined as a party and the court shall then fix a fair value for the shares of all dissenting shareholders. 2005, c. 54, s. 423(4)(E) 433 (1) Paragraph (c) of the definition  associate of the offeror  in subsection 288(1) of the Act is replaced by the following: (c) a trust or  an  estate  or succession  in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee,  an executor or administrator of the estate  or a liquidator of the succession or in a similar capacity, Clause 433 : (1) Relevant portion of the definition: associate of the offeror  means ... (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 423(6)(F) (2) The portion of the definition  offeror  in subsection 288(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent  or mandatary , who makes a take-over bid, and includes two or more persons who, directly or indirectly, (2) Relevant portion of the definition: offeror  means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 431 434 Paragraph 295(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 291b) et dont les actions n’ont pas été acquises par le pollicitant sont  joints comme parties à l’instance  et  sont  liés par la décision du tribunal; Clause 434 : Relevant portion of section 295: 295 On an application under subsection 294(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 291(b) and whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and 435 (1) Subsection 296(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 296 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 294(1) ou (2), décider s’il existe d’autres pollicités opposants à  joindre comme parties à l’instance . Clause 435 : (1) Existing text of subsection 296(1): 296 (1) On an application to a court under subsection 294(1) or (2), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. (2) Paragraph 296(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie  ou en fidéicommis  le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée; (2) Relevant portion of subsection 296(4): (4) In connection with proceedings under subsection 294(1) or (2), a court may make any order it thinks fit and, without limiting the generality of the foregoing, may ...   (b) order that the money or other consideration is to be held in trust by a person other than the offeree company; 436 The definition  trust indenture  in section 299 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument  or act , including any supplement or amendment made  to it  by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of  that  subordinated indebtedness. ( acte de fiducie ) Clause 436 : Existing text of the definition: trust indenture  means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a company under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie ) 437 Subparagraph 320(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or  sequestrator  of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired  under  section 457 or through a realization of security  under  section 458. Clause 437 : Relevant portion of subsection 320(2): (2) For the purposes of subsection (1), ... (b) a person is deemed not to be independent of a company if that person, a business partner of that person or a firm of accountants of which that person is a member ... (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired pursuant to section 457 or through a realization of security pursuant to section 458. 438 (1) Subsection 329(1) of the English version of the Act is replaced by the following: Right to information 329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents  or mandataries  of the company  must , to the extent that  they  are reasonably able to do so, (a) permit access to  any  records, assets and security held by the company or any entity in which the company has a substantial investment  that are, in the auditor’s opinion, necessary to enable the  auditor  to perform their duties ; and (b) provide  any  information and explanations  that  are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties. Clause 438 : (1) Existing text of subsection 329(1): 329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents of the company shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the company or any entity in which the company has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company. (2) Paragraph 329(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents  or mandataries  of any entity in which the company has a substantial investment the information and explanations that  those  persons are reasonably able to provide and that are, in the  auditor’s  opinion, necessary to enable the auditor to perform  their  duties; and (2) Relevant portion of subsection 329(2): (2) On the request of the auditor of a company, the directors of the company shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company; and 439 Subsection 341(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 339(1) or section 343  must  not be stayed, discontinued, settled or dismissed for want of prosecution  or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure , without the approval of the court given on  any  terms  that  the court thinks fit and, if the court determines that the interests  or rights  of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 439 : Existing text of subsection 341(2): (2) An application made or an action brought or intervened in under subsection 339(1) or section 343 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 440 Paragraph 350(4)(d) of the French version of the Act is replaced by the following: d) si elle est une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie  ou en fidéicommis , à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; Clause 440 : Relevant portion of subsection 350(4): (4) Where the Minister has approved an application made pursuant to section 349 with respect to a company, the company shall ... (d) where the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; and 441 (1) The portion of section 354 of the English version of the Act before paragraph (b) is replaced by the following: Powers of court 354 If  the court is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations and, in the case of a company that is a trust company pursuant to subsection 57(2), make satisfactory arrangements for the protection of persons in relation to whom it is acting in a fiduciary capacity,  the court  may make any order it thinks fit in connection with the  company’s  liquidation and dissolution including (a) an order to liquidate; Clause 441 : (1) to (3) Relevant portion of section 354: 354 In connection with the liquidation and dissolution of a company, the court may, where it is satisfied (a) that the company is able to pay or adequately provide for the discharge of all its obligations, and (b) in the case of a company that is a trust company pursuant to subsection 57(2), that the company is able to make satisfactory arrangements for the protection of persons in relation to whom the company is acting in a fiduciary capacity, make any order it thinks fit including, without limiting the generality of the foregoing, (c) an order to liquidate, (d) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator, (e) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees, (f) an order determining the notice to be given to any interested person, or dispensing with notice to any person, (g) an order determining the validity of any claims made against the company, (h) an order, at any stage of the proceedings, restraining the directors and officers of the company from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, except as permitted by the court, (i) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder (i) to the company, or (ii) for an obligation of the company, (j) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent, (k) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company, (l) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation, (m) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator, (n) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property, (o) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found, (p) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator, (i) an order staying the liquidation proceedings on such terms and conditions as the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the company all of its remaining property, and (q) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company. 2005, c. 54, s. 442(F) (2) Paragraph 354(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non  une garantie , fixer sa rémunération et le remplacer; (3) The portion of section 354 of the English version of the Act after paragraph (b) is replaced by the following: (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the company; (f) an order, at any stage of the proceedings, restraining the directors and officers of the company from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, except as permitted by the court; (g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder (i) to the company, or (ii) for an obligation of the company; (h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent; (i) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company; (j) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on  any  terms  that  the court thinks fit and confirming any act of the liquidator; (l) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property; (m) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found; (n) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator, (i) an order staying the liquidation proceedings on  any  terms and conditions  that  the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the company all of its remaining property; and (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company. 442 (1) Paragraphs 358(1)(d) and (e) of the French version of the Act are replaced by the following: d) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie  ou en fidéicommis , à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; e) ouvrir un compte  en  fiducie  ou en fidéicommis  pour les fonds reçus dans le cadre de la liquidation de la société; Clause 442 : (1) Relevant portion of subsection 358(1): 358 (1) A liquidator shall ... (d) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; (e) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the company; (2) Paragraph 358(2)(e) of the French version of the Act is replaced by the following: e) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie  ou en fidéicommis , à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; (2) and (3) Relevant portion of subsection 358(2): (2) A liquidator may ... (e) if the company is a trust company pursuant to subsection 57(2), make such arrangements as are necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the company, other than assets held in respect of guaranteed trust money; (f) do all acts and execute documents in the name and on behalf of the company; (3) Paragraph 358(2)(f) of the English version of the Act is replaced by the following: (f) do all acts and execute  or, in Quebec, sign  documents in the name and on behalf of the company; 443 Subsection 362(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator  must  give notice of  their  intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or  a  fidelity bond  or fidelity insurance  for the liquidation. Clause 443 : Existing text of subsection 362(3): (3) A liquidator shall give notice of the liquidator’s intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. 444 Paragraph 368(4)(a) of the French version of the Act is replaced by the following: a) de  joindre comme partie à l’instance  chaque ancien actionnaire ou fondateur retrouvé par le demandeur; Clause 444 : Relevant portion of subsection 368(4): (4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder or incorporator; 2012, c. 19, s. 327 445 (1) The portion of the definition  agent  in section 374.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to  His  Majesty in right of Canada or of a province,  an agent of His Majesty in right of Canada or an  agent  or mandatary  of  His  Majesty in  right of a province , and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of  His  Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person, Clause 445 : (1) and (2) Relevant portion of the definition: agent  means (a) in relation to Her Majesty in right of Canada or of a province, any agent of Her Majesty in either of those rights, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or property of a natural person, ... (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in either of those rights is a trustee; and (b) in relation to the government of a foreign country or any political subdivision thereof, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or property of a natural person. ( mandataire ) 2012, c. 19, s. 327 (2) The portion of the definition  agent  in section 374.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which  His  Majesty in either of those rights contributes and of which an official or entity that is an agent of  His  Majesty in  right of Canada or an agent or mandatary of His Majesty in right  of  a province  is a trustee; and (b) in relation to the government of a foreign country or any political subdivision  of a foreign country , a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate  or succession  or property of a natural person. ( mandataire ) 2001, c. 9, s. 524 446 Paragraph 386(2)(a) of the French version of the Act is replaced by the following: a) il y a eu  disposition  des actions ayant donné lieu à la contravention; Clause 446 : Relevant portion of subsection 386(2): (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; 447 Section 405 of the English version of the Act is replaced by the following: Reliance on information 405 A company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the company may rely on any information contained in a declaration required by the directors  under  section 404 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration  under that section , and no action lies against the company or  the  person for anything done or omitted to be done in good faith in reliance on  the  information. Clause 447 : Existing text of section 405: 405 A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in a declaration required by the directors pursuant to section 404 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the company or any such person for anything done or omitted to be done in good faith in reliance on any such information. 2001, c. 9, s. 530(1) 448 Paragraphs 410(1)(a) and (b) of the Act are replaced by the following: (a) act as an agent  or mandatary  for vendors, purchasers, mortgagors, mortgagees,  hypothecary debtors, hypothecary creditors , lessors or lessees  in respect  of real property  or immovables  and provide consulting or appraisal services in respect of real property  or immovables ; (b) hold, manage and otherwise deal with real property  or immovables ; Clause 448 : Relevant portion of subsection 410(1): 410 (1) In addition, a company may (a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property; (b) hold, manage and otherwise deal with real property; 2001, c. 9, s. 531 449 Paragraph 411(a) of the English version of the Act is replaced by the following: (a) act as agent  or mandatary  for any person in respect of the provision of any service that is provided by a financial institution, a  permitted entity  as defined in subsection 449(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or Clause 449 : Relevant portion of section 411: 411 Subject to section 416, a company may (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 449(1) or a prescribed entity and may enter into an arrangement with any person in respect of the provision of that service; or 450 Section 412 of the Act is replaced by the following: Prohibited activities 412 It is prohibited for a  company, other than a company that is a trust company pursuant to subsection 57(2),  to  act in Canada (a) as an executor or administrator  of an estate  or  liquidator of a succession ; (b) as  a trustee for a trust; ( c ) as  a guardian, committee, tutor, curator or adviser of  an incapable  person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). Clause 450 : Existing text of section 412: 412 No company, other than a company that is a trust company pursuant to subsection 57(2), shall act in Canada as (a) an executor, administrator or official guardian or a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; or (b) a trustee for a trust. 2007, c. 6, s. 358 451 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c)  must  not, in respect of its business in Canada, act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. Clause 451 : (1) Existing text of subsection 413.2(1): 413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c) may not, in respect of its business in Canada, act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2007, c. 6, s. 358 (2) Subsection 413.2(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent  or mandatary  for any person in the taking of a deposit that is less than $150,000 and payable in Canada. (2) Existing text of subsection 413.2(3): (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 452 Subsection 414(3) of the French version of the Act is replaced by the following: Exception (3) Par dérogation au paragraphe (1), la société peut garantir, selon les modalités convenues, le remboursement du principal ou le versement d’intérêts, ou les deux, à l’égard des fonds qui lui sont remis en fiducie  ou en fidéicommis  pour placement. Clause 452 : Existing text of subsection 414(3): (3) Notwithstanding subsection (1), a company may guarantee repayment of the principal or payment of the interest, or both, of any moneys entrusted to the company for investment, on such terms and conditions as are agreed on. 2001, c. 9, s. 533 453 Section 417 of the Act is replaced by the following: Restriction on leasing 417 A company  must  not engage in Canada in any personal property  or movable  leasing activity in which a  financial leasing entity ,  as defined in  subsection 449(1), is not permitted to engage. Clause 453 : Existing text of section 417: 417 A company shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, within the meaning of subsection 449(1), is not permitted to engage. 2007, c. 6, s. 359 454 (1) Subsection 418(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 418 (1) A company  must  not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that  residential  property, or refinance a loan  for that purpose , if the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, would exceed 80% of the value of the  residential  property at the time of the loan. Clause 454 : (1) Existing text of subsection 418(1): 418 (1) A company shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 80 per cent of the value of the property at the time of the loan. (2) Paragraph 418(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or  under  which a different limit on the value of  residential  property on the security of which the company may make a loan is established; (2) and (3) Relevant portion of subsection 418(2): (2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the  National Housing Act  or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the company may make a loan is established; ... (d) a loan secured by a mortgage where (i) the mortgage is taken back by the company on a property disposed of by the company, including where the disposition is by way of a realization of a security interest, and (ii) the mortgage secures payment of an amount payable to the company for the property. 1997, c. 15, s. 377 (3) Paragraph 418(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage  or hypothec if (i) the mortgage  or hypothec  is taken back by the company on a property disposed of by the company, including  when  the disposition is by way of a realization of a security interest, and (ii) the mortgage  or hypothec  secures payment of an amount payable to the company for the property. 455 Section 420 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 420 A company  must  not grant to a person the right to appoint a receiver, receiver and manager or  sequestrator  of the property or business of the company. Clause 455 : Existing text of section 420: 420 A company shall not grant to a person the right to appoint a receiver or a receiver and manager of the property or business of the company. 456 (1) The heading before section 422 of the Act is replaced by the following: Separate Accounts Clause 456 : (1) Existing text of the heading: Fiduciary Activities (2) Subsection 422(2) of the English version of the Act is replaced by the following: Common trust fund (2) Unless the instrument  or act  creating a trust otherwise provides, a company may invest money it holds in trust in one or more common trust funds. (2) Existing text of subsection 422(2): (2) Unless the instrument creating a trust otherwise provides, a company may invest money it holds in trust in one or more common trust funds. 2001, c. 9, s. 536 457 Subsection 423(7) of the French version of the Act is replaced by the following: Application du paragraphe (6) (7) Le paragraphe (6) s’applique que la fiducie soit  expresse  ou  par effet de la loi  et s’applique même si la société en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. Clause 457 : Existing text of subsection 423(7): (7) Subsection (6) applies regardless of whether the trust is express or arises by the operation of law, and it applies even when the company has notice of the trust if it acts on the order of or under the authority of the holder or holders of the account into which the deposit is made. 1997, c. 15, s. 379 458 Subsection 435.1(1) of the Act is replaced by the following: Rebate of borrowing costs 435.1 (1) If  a company makes a loan in respect of which the disclosure requirements of section 436 apply, and the loan is not secured by a mortgage on real property  or a hypothec on an immovable  and is required to be repaid either on a fixed future date or by instalments, the company  must , if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. Clause 458 : Existing text of subsection 435.1(1): 435.1 (1) Where a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is not secured by a mortgage on real property and is required to be repaid either on a fixed future date or by instalments, the company shall, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 172 459 Section 438.1 of the Act is replaced by the following: Renewal statement 438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property  or a hypothec on an immovable , the company  must  disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. Clause 459 : Existing text of section 438.1: 438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 460 Paragraph 443(3)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property  or a hypothec on an immovable ; or Clause 460 : Relevant portion of subsection 443(3): (3) Subsection (1) does not apply in respect of a loan (a) that is secured by a mortgage on real property; or 461 Subsection 446(1) of the Act is replaced by the following: Transmission in case of death 446 (1) If  the transmission of a debt owing by a company by reason of a deposit, of property held by a company as security or for  safekeeping  or of rights with respect to a safety deposit box and property deposited  in it  takes place because of the death of a person, the delivery to the company of  the following  is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing  that is  in  a  form satisfactory to the company,  that is  signed by or on behalf of a person claiming by virtue of the transmission  and that states  the nature and effect of the transmission; and (b) one of the following documents: (i) if  the claim is based on a will or other testamentary instrument, on a grant of probate  of a will or other testamentary instrument with or without  letters testamentary or other document of  similar  import, on a grant of letters of administration or other document of  similar  import, on  a judgment probating a will or other document of similar import, on letters of verification or other document of similar import , or  on a certified copy of the notarial minutes of probate of a will or other document of similar import , purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate  of the document  under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if  the claim is based on a notarial will, an  authentic  copy  of the notarial will . Clause 461 : Existing text of subsection 446(1): 446 (1) Where the transmission of a debt owing by a company by reason of a deposit, of property held by a company as security or for safe-keeping or of rights with respect to a safety deposit box and property deposited therein takes place because of the death of a person, the delivery to the company of (a) an affidavit or declaration in writing in form satisfactory to the company signed by or on behalf of a person claiming by virtue of the transmission stating the nature and effect of the transmission, and (b) one of the following documents, namely, (i) when the claim is based on a will or other testamentary instrument or on a grant of probate thereof or on such a grant and letters testamentary or other document of like import or on a grant of letters of administration or other document of like import, purporting to be issued by any court of authority in Canada or elsewhere, an authenticated copy or certificate thereof under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) when the claim is based on a notarial will, an authenticated copy thereof, is sufficient justification and authority for giving effect to the transmission in accordance with the claim. 2001, c. 9, s. 549 462 (1) Paragraph 448(1)(c) of the Act is replaced by the following: (c) a document  purporting to assign, perfect or otherwise dispose of an interest  or right  in the property or the deposit account; or Clause 462 : (1) Relevant portion of subsection 448(1): 448 (1) Subject to subsections (3) and (4), the following documents are binding on property belonging to a person and in the possession of a company, or on money owing to a person by reason of a deposit account in a company, only if the document or a notice of it is served at the branch of the company that has possession of the property or that is the branch of account in respect of the deposit account, as the case may be: ... (c) an instrument purporting to assign, perfect or otherwise dispose of an interest in the property or the deposit account; or 2001, c. 9, s. 549 (2) The definition  enforcement notice  in subsection 448(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other  document  issued under the laws of a province for the enforcement of  a  support order or support provision. ( avis d’exécution ) (2) Existing text of the definition: enforcement notice , in respect of a support order or support provision, means a garnishee summons or other instrument issued under the laws of a province for the enforcement of the support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 550 463 (1) The definition  loan  in subsection 449(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt  ou  emprunt ) Clause 463 : (1) Existing text of the definition: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities. ( prêt  ou  emprunt ) 2008, c. 28, s. 163 (2) Subparagraph (a)(iv) of the definition  commercial loan  in subsection 449(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, does not exceed 80% of the value of the  residential  property at the time the loan is made or acquired, or (B) the real property  or immovable  is  not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , does not exceed 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , (2) to (4) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by a company, other than ... (iv) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, or (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 80% of the value of the property at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, (v) a loan that is secured by a mortgage on real property, if (A) the mortgage is on residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the mortgage is on real property other than residential property and (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 80% of the value of the property at the time the loan is made or acquired, ... (III) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, or 2008, c. 28, s. 163 (3) The portion of subparagraph (a)(v) of the definition  commercial loan  in subsection 449(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property  or a hypothec on an immovable , if (A) the  real property or immovable  is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  residential  property, exceeds 80% of the value of the  residential  property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the  residential  property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the real property  or immovable is not  residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage  or hypothec of  equal or  higher rank on  the  real  property  or immovable , exceeds 80% of the value of the  real  property  or immovable  at the time the loan is made or acquired, 2008, c. 28, s. 163 (4) Subclause (a)(v)(B)(III) of the definition  commercial loan  in subsection 449(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the  real  property  or immovable  provides an annual income sufficient to pay all annual expenses related to the  real  property  or immovable , including the payments owing under the mortgage  or hypothec  and the mortgages  or hypothecs of  equal or  higher rank , or 2001, c. 9, s. 550 (5) The portion of the definition  financial leasing entity  in subsection 449(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity  whose  activities are limited to the financial leasing of personal  property   or movables  and prescribed related activities and conform to  any  prescribed restrictions and limitations, and that, in conducting  those  activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the  personal  property or  movables that are  leased  or are  to be leased; (5) Relevant portion of the definition: financial leasing entity  means an entity (a) the activities of which are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed; and 2008, c. 28, s. 163 (6) Subclause (a)(v)(B)(II) of the definition  commercial loan  in subsection 449(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the  real  property  or immovable  is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and (6) Relevant portion of the definition: commercial loan  means (a) any loan made or acquired by a company, other than ... (v) a loan that is secured by a mortgage on real property, if ... (B) the mortgage is on real property other than residential property and ... (II) repayment of the amount of the loan that exceeds 80% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 550 (7) Paragraph (b) of the definition  entité s’occupant de fonds mutuels  in subsection 449(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’ une participation proportionnelle  à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie  ou en fidéicommis . ( mutual fund entity ) (7) Relevant portion of the definition: mutual fund entity  means an entity ... (b) whose securities entitle their holders to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of its net assets, including a separate fund or trust account of the entity. ( entité s’occupant de fonds mutuels  ) 2001, c. 9, s. 550 (8) Paragraph (b) of the definition  financial leasing entity  in subsection 449(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined  in  the regulations, of less than 21 tonnes; or ( c ) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined  in  the regulations. ( entité s’occupant de crédit-bail ) (8) Relevant portion of the definition: financial leasing entity  means an entity ... (b) that, in conducting the activities referred to in paragraph (a) in Canada, does not (i) direct its customers or potential customers to particular dealers in the leased property or the property to be leased, (ii) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined by the regulations, of less than twenty-one tonnes, or (iii) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined by the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 550 (9) Paragraph 449(3)(a) of the French version of the Act is replaced by the following: a) à l’argent ou aux autres éléments d’actif détenus  en fiducie ou en fidéicommis  par la société, à l’exception des fonds en fiducie garantie et des éléments d’actif détenus à leur égard; (9) and (10) Relevant portion of subsection 449(3): (3) This Part does not apply in respect of (a) money or other assets held in trust by a company, other than guaranteed trust money and assets held in respect thereof; (b) the holding of a security interest in real property, unless the security interest is prescribed pursuant to paragraph 467(a) to be an interest in real property; or 2001, c. 9, s. 550 (10) Paragraph 449(3)(b) of the Act is replaced by the following: (b) the holding of a security interest in  any  real property  or immovable , unless the security interest is prescribed  under  paragraph 467(a) to be an interest in real property; or 2018, c. 27, s. 137(2) 464 Paragraph 451(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property  or movables , including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the  personal  property  or movables ; Clause 464 : Relevant portion of subsection 451(4.3): (4.3) A company is prohibited from holding or acquiring a substantial investment in the business growth fund or any entity that the business growth fund controls if the business growth fund or any entity that the business growth fund controls holds or acquires shares of, or other ownership interests in, any of the following entities, or in any entity that controls any of the following entities: ... (c) an entity that is primarily engaged in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property; 2001, c. 9, s. 550 465 (1) Paragraphs 453(3)(c) and (d) of the Act are replaced by the following: (c) acting as an executor  or  administrator  of an estate  or  liquidator of a succession ; (d) being a trustee for a trust; ( d.1 ) acting  as a guardian, committee, tutor, curator or adviser of  an incapable  person; (d.2) acting in any capacity similar to the capacities mentioned in paragraph (d.1); Clause 465 : (1) Relevant portion of subsection 453(3): (3) A company may not acquire control of, or acquire or increase a substantial investment in, an entity whose business includes any activity referred to in any of paragraphs (2)(a) to (e) if the entity engages in the business of accepting deposit liabilities or if the activities of the entity include ...   (c) acting as an executor, administrator or official guardian or as a guardian, tutor, curator, judicial adviser or committee of a mentally incompetent person; (d) being a trustee for a trust; 2012, c. 5, s. 179(1) (2) The portion of subsection 453(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)d), la société peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire  d’une fiducie  ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : (2) Relevant portion of subsection 453(3.1): (3.1) Despite paragraph (3)(d), a company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied: 2001, c. 9, s. 550 466 Section 464 of the Act and the heading before it are replaced by the following: Interests in  Real Property Limit 464 A company  must  not, and  must  not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property  or immovable  in  respect of  which the company or any of its prescribed subsidiaries has an interest  in real property  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. Clause 466 : Existing text of the heading and section 464: Real Property 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. 2001, c. 9, s. 550 467 Paragraph 466(b) of the Act is replaced by the following: (b) make an improvement to real property  or an immovable  in  respect of  which the company or any of its prescribed subsidiaries has an interest  in real property Clause 467 : Relevant portion of section 466: 466 A company shall not, and shall not permit its prescribed subsidiaries to, ...   (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. 2007, c. 6, s. 374(2) 468 (1) Paragraph 470(2)(f) of the Act is replaced by the following: (f) assets, other than real property  or immovables , acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or Clause 468 : (1) and (2) Relevant portion of subsection 470(2): (2) Subsection (1) does not apply in respect of ... (f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or (g) assets acquired or disposed of with the approval of the Superintendent under subsection 482(4). 2007, c. 6, s. 374(2) (2) Paragraph 470(2)(g) of the French version of the Act is replaced by the following: g) aux éléments d’actif  qui ont été  acquis ou  dont il a été disposé  avec l’agrément du surintendant dans le cadre du paragraphe 482(4). 469 Paragraph 475(2)(a) of the French version of the Act is replaced by the following: a) aux fonds ou autres éléments d’actif détenus en fiducie  ou en fidéicommis , à l’exception des fonds en fiducie garantie ou éléments d’actif détenus à leur égard; Clause 469 : Relevant portion of subsection 475(2): (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; 470 (1) Subsection 476(3) of the Act is replaced by the following: Meaning of  loan (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional  sale  contract,  an instalment sale contract , a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Clause 470 : (1) and (2) Existing text of subsections 476(3) and (4): (3) For the purposes of this Part,  loan  includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. (4) For the purposes of this Part,  security  of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 2007, c. 6, s. 375 (2) Subsection 476(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger  que soit livré  un nombre précis d’actions à un prix et dans un délai déterminés. 471 Paragraph 479(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 418  and  made to a related party who is a natural person on the security of a mortgage  or hypothec on  the principal residence of that related party. Clause 471 : Relevant portion of section 479: 479 A company may make a loan to or a guarantee on behalf of a related party of the company or take an assignment of or otherwise acquire a loan to a related party of the company if ... (b) the loan is a loan permitted by section 418 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party. 472 (1) Subsection 482(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite  any of the provisions of subsections (1) and (2), a company may, in the normal course of business and  in accordance with  arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property  or immovables , from or to a related party of the company that is a financial institution. Clause 472 : (1) and (2) Existing text of subsections 482(3) and (4): (3) Notwithstanding any of the provisions of subsections (1) and (2), a company may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the company that is a financial institution. (4) Notwithstanding any of the provisions of subsections (1) and (2), a company may acquire any assets from, or dispose of any assets to, a related party of the company as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. (2) Subsection 482(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur. 2007, c. 6, s. 376 (3) Subsection 482(6) of the French version of the Act is replaced by the following: Approbation (6) La  société peut acquérir des éléments d’actif d’un apparenté ou  en disposer  en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241. (3) Existing text of subsection 482(6): (6) A company may acquire any assets from, or dispose of any assets to, a related party of the company under a sale agreement that is approved by the Minister under section 241. 473 Subsection 492(2) of the English version of the Act is replaced by the following: Reliance on information (2) A company and any person who is a director, an officer,  an  employee or  an  agent or  mandatary  of the company may rely on any information contained in any disclosure received by the company  under  subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure  under subsection (1) , and no action lies against the company or  the  person for anything done or omitted in good faith in reliance on  the  information. Clause 473 : Existing text of subsection 492(2): (2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information. 474 Paragraph 499(1)(a) of the French version of the Act is replaced by the following: a) les  nom, résidence  et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; Clause 474 : Relevant portion of subsection 499(1): 499 (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; 1996, c. 6, s. 127 475 (1) Paragraph 510(1)(a) of the French version of the Act is replaced by the following: a) prendre le contrôle pendant au plus seize jours de l’actif d’une société ainsi que de l’actif qu’elle détient en fiducie  ou en fidéicommis  ou qu’elle administre; Clause 475 : (1) Relevant portion of subsection 510(1): 510 (1) Subject to this Act, where any of the circumstances described in subsection (1.1) exist in respect of a company, the Superintendent may (a) take control, for a period not exceeding sixteen days, of the assets of the company and the assets held in trust by or under the administration of the company; or 1996, c. 6, s. 127 (2) Paragraph 510(1.1)(d) of the French version of the Act is replaced by the following: d) dont un élément d’actif figurant dans ses livres, détenu en fiducie  ou en fidéicommis  ou qu’elle administre n’est pas, à son avis, correctement pris en compte; (2) Relevant portion of subsection 510(1.1): (1.1) Control by the Superintendent under subsection (1) may be taken in respect of a company where ... (d) any asset appearing on the books or records of the company or held in trust by or under the administration of the company is not, in the opinion of the Superintendent, satisfactorily accounted for; 1996, c. 6, s. 129 476 Paragraph 515.1(a) of the French version of the Act is replaced by the following: a) soit d’une société dont l’actif ainsi que l’actif qu’elle détient en fiducie  ou en fidéicommis  ou qu’elle administre sont sous son contrôle en vertu de l’alinéa 510(1)b); Clause 476 : Relevant portion of section 515.1: 515.1 The Superintendent may, at any time before the receipt of a request under section 516 to relinquish control of a company or of the assets of a company and the assets held in trust by or under the administration of the company, request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the  Winding-up and Restructuring Act  in respect of the company where (a) the assets of the company and the assets held in trust by or under the administration of the company are under the control of the Superintendent pursuant to subparagraph 510(1)(b)(i) or (ii); or 1996, c. 6, s. 129 477 Section 516 of the French version of the Act is replaced by the following: Abandon du contrôle ou demande de mise en liquidation 516 S’il n’a pris aucune des mesures prévues à l’article 515.1, le surintendant doit, douze jours après réception de la requête écrite du conseil d’administration demandant la fin du contrôle et présentée au plus tôt trente jours après la prise de contrôle de la société ou de son actif ainsi que de l’actif qu’elle détient en fiducie  ou en fidéicommis  ou qu’elle administre, soit abandonner le contrôle, soit demander au procureur général du Canada de requérir, à l’endroit de la société, l’ordonnance de mise en liquidation prévue à l’article 10.1 de la  Loi sur les liquidations et les restructurations . Clause 477 : Existing text of section 516: 516 Where no action has been taken by the Superintendent under section 515.1 and, after thirty days following the taking of control by the Superintendent under subsection 510(1) of a company or of the assets of a company and the assets held in trust by or under the administration of the company, the Superintendent receives from its board of directors a notice in writing requesting the Superintendent to relinquish control, the Superintendent must, not later than twelve days after receipt of the notice, (a) comply with the request; or (b) request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the  Winding-up and Restructuring Act  in respect of the company. 1999, c. 31, s. 220(F) 478 Paragraph 531(1)(g) of the French version of the Act is replaced by the following: g) régir la protection et le maintien de l’actif de la société et de celui qu’elle détient en fiducie  ou en fidéicommis , y compris en ce qui touche le cautionnement de ses administrateurs, dirigeants et employés; Clause 478 : Relevant portion of subsection 531(1): 531 (1) The Governor in Council may make regulations ... (g) respecting the protection and maintenance of assets of a company and assets held in trust by a company, including regulations respecting the bonding of directors, officers and employees of a company; 1997, c. 15, s. 410 479 Section 535 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 535 If  an entity commits an offence under this Act, any director,  any  officer or  any  agent  or mandatary  of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. Clause 479 : Existing text of section 535: 535 Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 571 480 Section 537 of the English version of the Act is replaced by the following: Compliance or restraining order 537 (1) If a company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a company or any director,  any  officer,  any  employee or  any  agent  or mandatary  of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  to comply with — or restraining the company,  the  director,  the  officer,  the  employee or  the  agent  or mandatary  from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Clause 480 : Existing text of section 537: 537 (1) If a company or any director, officer, employee or agent of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. (2) If a company or any director, officer, employee or agent of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Related Amendments to Other Acts R.S., c. C-44; 1994, c. 24, s. 1(F) Canada Business Corporations Act 2011, c. 21, s. 14(F) 481 Subsection 15(1) of the French version of the  Canada Business Corporations Act  is replaced by the following: Capacité 15 (1) La société a la capacité d’une personne physique et  a , sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de  cette personne . Canada Business Corporations Act Clause 481 : Existing text of subsection 15(1): 15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. 2011, c. 21, s. 28(1) 482 The definition  fiduciary  in subsection 48(2) of the Act is replaced by the following: fiduciary  means any person who acts in a fiduciary capacity or  who has an obligation  of  honesty and loyalty to another person because they are in a relationship  of  trust and confidence  with that person and includes a personal representative of a deceased person; ( représentant ) Clause 482 : Existing text of the definition: fiduciary  means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; ( représentant ) 2001, c. 14, s. 135 (Sch., s. 7(3))(E); 2011, c. 21, ss. 31(3) and (4) 483 (1) Subsection 51(7) of the Act is replaced by the following: Transmission of securities (7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent the  following  documents,  accompanied  by any assurance the corporation may require under section 77: (a) in  the  case  of  a  grant of probate or of letters of administration or, in Quebec, the  issuance  of  letters of verification  or of  a judgment probating a  will, the original  document  or a copy certified to be a true copy of  the original document  by (i) the court that granted the probate or letters of administration or  that issued  the  letters of verification or  the  judgment probating  the  will , (ii) a trust company incorporated under the laws of Canada or a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph (2)(a); (b) in the case  of  a will probated by a  notary  in Quebec, a certified copy  of the minutes of the probate; (c) in the case of letters of verification issued  by  a notary in Quebec, a certified copy  of  the letters ; (d) in the case of  a  notarial will in Quebec, an authentic copy  of the will  established in accordance with the laws of that province; ( e ) an affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission; and ( f ) the security certificate that was owned by the deceased holder (i) in case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, and (ii) in case of a transfer to any other person, endorsed in accordance with section 65. Clause 483 : (1) and (2) Relevant portion of subsections 51(7) and (8): (7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent (a) the original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents by (i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate, (ii) a trust company incorporated under the laws of Canada or a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph (2)(a), or (b) in the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province, together with (c) an affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, and (ii) in case of a transfer to any other person, endorsed in accordance with section 65, and accompanied by any assurance the corporation may require under section 77. (8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration or the probate of the will or the notarial minutes of the probate in respect of the  transmission,  a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent 2011, c. 21, s. 31(5) (2) The portion of subsection 51(8) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require  any  of the  documents mentioned in paragraphs (7)(a) to (c)  in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to  designate  a registered holder, if the personal representative deposits with the corporation or its transfer agent 484 Subsection 73(2) of the French version of the Act is replaced by the following: Résolution du transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution , si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 484 : Existing text of subsection 73(2): (2) If the transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 2011, c. 21, s. 38 485 Section 75 of the Act is replaced by the following: No liability for acts in good faith 75 An agent or mandatary, or a bailee  or depositary , who in good faith, including observance of reasonable commercial standards if  they are  in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, or  their bailor or depositor , is not liable for conversion or for participation in breach of fiduciary duty although the principal  or mandator , or the  bailor or depositor , has no right to dispose of them. Clause 485 : Existing text of section 75: 75 An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them. 2001, c. 14, s. 66 486 Subsection 146(4) of the French version of the Act is replaced by the following: Avis non donné (4) Si l’acquéreur ou le cessionnaire n’est pas avisé de l’existence de la convention unanime des actionnaires par une mention ou un renvoi visés au paragraphe 49(8) ou autrement, il peut, dans les trente jours après avoir pris connaissance de son existence,  résoudre  l’opération par laquelle il est devenu acquéreur ou cessionnaire. Clause 486 : Existing text of subsection 146(4): (4) If notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares. 2001, c. 14, s. 99(7) 487 (1) Subsections 206(7) and (7.1) of the French version of the Act are replaced by the following: Contrepartie (7) La société pollicitée est réputée détenir en fiducie  ou en fidéicommis , pour le compte des actionnaires dissidents, les fonds ou toute autre contrepartie reçus en vertu du paragraphe (6); elle doit déposer les fonds  dans  un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde d’une de ces institutions. Contrepartie (7.1) Dans le cas où le pollicitant est une société qui vise à racheter toutes les actions d’une catégorie quelconque, celui-ci est réputé détenir en fiducie  ou en fidéicommis , pour le compte des pollicités dissidents, les fonds ou toute autre contrepartie qu’il aurait eu à leur remettre s’ils avaient accepté de lui céder leurs actions conformément à l’alinéa (5)b). Il doit, dans les vingt jours suivant l’envoi de l’avis visé au paragraphe (3), déposer les fonds dans un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde de l’une de ces institutions. Clause 487 : (1) Existing text of subsections 206(7) and (7.1): (7) The offeree corporation is deemed to hold in trust for the dissenting shareholders the money or other consideration it receives under subsection (6), and the offeree corporation shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate. (7.1) A corporation that is an offeror making a take-over bid to repurchase all of the shares of a class of its shares is deemed to hold in trust for the dissenting shareholders the money and other consideration that it would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subparagraph (5)(b)(i), and the corporation shall, within twenty days after a notice is sent under subsection (3), deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, and shall place the other consideration in the custody of a bank or such other body corporate. 2001, c. 14, s. 99(8) (2) Subparagraph 206(8)(c)(ii) of the French version of the Act is replaced by the following: (ii) la société pollicitée ou toute autre personne désignée détient pour eux en fiducie  ou en fidéicommis  les fonds ou toute autre contrepartie auxquels ils ont droit, (2) Relevant portion of subsection 206(8): (8) Within thirty days after the offeror sends a notice under subsection (3), the offeree corporation shall ...   (c) if the payment or transfer required by subsection (6) is made and the money or other consideration is deposited as required by subsection (7) or (7.1), send to each dissenting shareholder who has not sent share certificates as required by paragraph (5)(a) a notice stating that ...   (ii) the offeree corporation or some designated person holds in trust for the dissenting shareholder the money or other consideration to which that shareholder is entitled as payment for or in exchange for the shares, and 2001, c. 14, s. 99(11) (3) Paragraphs 206(18)(a) and (b) of the French version of the Act are replaced by the following: a) fixer le montant en numéraire ou toute autre contrepartie à détenir en fiducie  ou en fidéicommis  conformément aux paragraphes (7) ou (7.1); b) faire détenir le montant en numéraire ou toute autre contrepartie en fiducie  ou en fidéicommis  par une personne autre que la société pollicitée; (3) Relevant portion of subsection 206(18): (18) In connection with proceedings under this section, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it may (a) fix the amount of money or other consideration that is required to be held in trust under subsection (7) or (7.1); (b) order that that money or other consideration be held in trust by a person other than the offeree corporation; 488 Paragraph 221(d) of the French version of the Act is replaced by the following: d) ouvrir un compte en fiducie  ou en fidéicommis  pour les fonds de la société; Clause 488 : Relevant portion of section 221: 221 A liquidator shall ...   (d) open and maintain a trust account for the moneys of the corporation; 2001, c. 14, s. 115 489 Paragraph 237.2(2)(b) of the English version of the Act is replaced by the following: (b) an agent of  His  Majesty in right of Canada,  an agent  or  mandatary of His Majesty in right  of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; Clause 489 : Relevant portion of subsection 237.2(2): (2) This Part does not apply to an award of damages to any of the following plaintiffs: ...   (b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; 2011, c. 21, s. 69 490 Subsection 242(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Part  must  not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to  act within a time limit set under  the  applicable rules  of  civil procedure , without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests  or rights  of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 490 : Existing text of subsection 242(2): (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant. 1998, c. 1 Canada Cooperatives Act 491 Subsection 26(1) of the  Canada Cooperatives Act  is replaced by the following: Legal capacity 26 (1) A cooperative has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. Business (1.1) A cooperative  may carry on business throughout Canada. Canada Cooperatives Act Clause 491 : Existing text of subsection 26(1): 26 (1) Subject to this Act, a cooperative (a) has the capacity and the rights, powers and privileges of a natural person; and (b) may carry on business throughout Canada. 2001, c. 14, s. 174(2) 492 Subsection 115(4) of the French version of the Act is replaced by the following: Avis non donné (4) Si l’acquéreur ou le cessionnaire n’est pas avisé de l’existence d’une convention unanime par une mention visée au paragraphe 183(2) ou autrement, celui-ci peut, dans les trente jours après avoir pris connaissance de son existence,  résoudre  l’opération par laquelle il est devenu acquéreur ou cessionnaire. Clause 492 : Existing text of subsection 115(4): (4) If notice is not given to the purchaser or transferee of the existence of a unanimous agreement, in the manner referred to in subsection 183(2) or otherwise, the purchaser or transferee may, no later than thirty days after they become aware of its existence, rescind the transaction by which they acquired the investment shares. 2011, c. 21, s. 88(1) 493 The definition  fiduciary  in subsection 177(1) of the Act is replaced by the following: fiduciary  means any person who acts in a fiduciary capacity or  who has an obligation  of  honesty and loyalty to another person because they are in a relationship  of  trust and confidence with that person , and includes a personal representative of a deceased person. ( représentant ) Clause 493 : Existing text of the definition: fiduciary  means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person. ( représentant ) 494 Subsection 234(2) of the French version of the Act is replaced by the following: Résolution du transfert (2) L’acquéreur peut refuser le transfert ou en demander la  résolution , si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). Clause 494 : Existing text of subsection 234(2): (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer. 2011, c. 21, s. 97 495 Section 236 of the Act is replaced by the following: No liability for acts in good faith 236 An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator,  or the bailor or depositor , is not in breach of a fiduciary duty or otherwise liable even though  the principal or mandator, or the bailor or depositor, has  no right to dispose of the securities. Clause 495 : Existing text of section 236: 236 An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities. 2001, c. 14, s. 218 496 Paragraph 337.2(2)(b) of the English version of the Act is replaced by the following: (b) an agent of  His  Majesty in right of Canada,  an agent  or  mandatary of His Majesty in right  of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; Clause 496 : Relevant portion of subsection 337.2(2): (2) This Part does not apply to an award of damages to any of the following plaintiffs: ...   (b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; 2011, c. 21, s. 115 497 Subsection 341(2) and (3) of the Act are replaced by the following: Court approval to discontinue (2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to  act within a time limit set under  the  applicable rules  of  civil procedure  without the approval of the court given on any terms that the court considers appropriate. Notice (3) If the court determines that the interests  or rights  of a complainant may be substantially affected by a stay, discontinuance, settlement or dismissal mentioned in subsection (2), the court may order any party to the  application  or action to give notice of the application or action to the complainant. Clause 497 : Existing text of subsections 341(2) and (3): (2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court considers appropriate. (3) If the court determines that the interests of a complainant may be substantially affected by a stay, discontinuance, settlement or dismissal mentioned in subsection (2), the court may order any party to the application or action to give notice of the application or action to the complainant. 2009, c. 23 Canada Not-for-profit Corporations Act 498 Subsection 16(1) of the French version of the  Canada Not-for-profit Corporations Act  is replaced by the following: Capacité 16 (1) L’organisation a la capacité d’une personne physique et  a , sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de  cette personne . Canada Not-for-profit Corporations Act Clause 498 : Existing text of subsection 16(1): 16 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. 499 The definition  fiduciary  in subsection 37(1) of the Act is replaced by the following: fiduciary  means any person who acts in a fiduciary capacity or  who has an obligation of honesty and loyalty to another person because they are in a relationship  of  trust and confidence with that person , and includes a personal representative of a deceased person. ( représentant ) Clause 499 : Existing text of the definition: fiduciary  means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person. ( représentant ) 500 Section 93 of the Act is replaced by the following: Not liable if good faith delivery 93 An agent or mandatary, or a bailee  or depositary , who in good faith has received debt obligations and sold, pledged or delivered them according to the instructions of the principal or mandator,  or the bailor or depositor , is not in breach of their duties as a fiduciary or otherwise liable even though  the principal or mandator, or the bailor or depositor, has  no right to dispose of the debt obligations. Clause 500 : Existing text of section 93: 93 An agent or mandatary, or a bailee, who in good faith has received debt obligations and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of their duties as a fiduciary or otherwise liable even though they have no right to dispose of the debt obligations. 501 Subsection 170(4) of the French version of the Act is replaced by the following: Personne non avisée de l’existence de la convention (4) La personne qui n’est pas avisée de l’existence de la convention unanime des membres par une mention ou un renvoi visés au paragraphe 42(2) ou autrement peut, dans le délai réglementaire après avoir pris connaissance de son existence,  résoudre  toute opération par laquelle elle a adhéré à l’organisation et obtenir le remboursement des sommes payées à titre de membre. Clause 501 : Existing text of subsection 170(4): (4) If notice is not given to a member of the existence of a unanimous member agreement, in the manner referred to in subsection 42(2) or otherwise, the member may, no later than the prescribed period after they become aware of the existence of the agreement, rescind the transaction by which they acquired the membership and, within that period, the member is entitled to the return of any amount paid in respect of the membership. 502 Paragraph 231(d) of the French version of the Act is replaced by the following: d) ouvre un compte en fiducie  ou en fidéicommis  pour les fonds de l’organisation; Clause 502 : Relevant portion of section 231: 231 A liquidator shall ...   (d) open and maintain a trust account for the money of the corporation; 503 Subsection 254(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Part  must  not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to  act within a time limit set under  the  applicable rules  of  civil procedure , without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests  or rights  of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. Clause 503 : Existing text of subsection 254(2): (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement,  dismissal  or failure, the court may order any party to the application or action to give notice to the complainant. 2018, c. 12 Budget Implementation Act, 2018, No. 1 504 Section 314 of the English version of the  Budget Implementation Act, 2018, No. 1  is amended by replacing the paragraph 483(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent  or mandatary  or make referrals; 505 Section 320 of the English version of the Act is amended by replacing the paragraph 495(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent  or mandatary  or make referrals; 506 Section 333 of the English version of the Act is amended by replacing the paragraph 528(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent  or mandatary  or make referrals; PART 2 Amendments to Other Acts 1908, c. 57 An Act respecting the National Battlefields at Quebec 507 The third paragraph of the preamble to  An Act respecting the National Battlefields at Quebec  is replaced by the following: Whereas it is anticipated that, in addition to the appropriation of public moneys of Canada hereby authorized, the various provincial governments, as well as  municipalities  or other bodies, and many private individuals, will contribute generously to the aforesaid project; An Act respecting the National Battlefields at Quebec Clause 507 : Relevant portion of the preamble: Whereas it is anticipated that, in addition to the appropriation of public moneys of Canada hereby authorized, the various provincial governments, as well as municipal or other bodies, and many private individuals, will contribute generously to the aforesaid project; 508 Section 5 of the Act is replaced by the following: Powers as to battlefields 5 The commission may purchase, acquire and hold the lands or  immovables  in the city of Quebec, or in the vicinity thereof, where the great battles were fought, or which were occupied by the various commands of the respective armies upon the battlefields. Clause 508 : Existing text of section 5: 5 The commission may purchase, acquire and hold the lands or immovable property in the city of Quebec, or in the vicinity thereof, where the great battles were fought, or which were occupied by the various commands of the respective armies upon the battlefields. 1910, c. 41, s. 1 509 (1) Subsection 6(1) of the Act is replaced by the following: Expropriation R.S., c. 143 6 (1) If the purchase of any land or immovable, or of any  right  therein, is authorized under the provisions of this Act, and the commission is unable to agree with the owner as to the purchase, acquisition or transfer thereof, or the price to be paid therefor, or if a person  who holds a right  therein is incapable of  disposing thereof , or if for any other reason the commission deems it advisable to proceed compulsorily, proceedings may be taken under  The Expropriation Act  for the acquisition of the said land, immovable, or  right  therein and for the vesting of the title thereof in the commission; and in any such case, except as herein otherwise provided, all the provisions of  The Expropriation Act  shall, unless there is something repugnant in the subject or context, apply,  mutatis mutandis , to such lands or  immovables  and to the acquisition thereof and to the determination of the compensation and damages. Clause 509 : (1) Existing text of subsection 6(1): 6 (1) If the purchase of any land or immovable property, or of any interest therein, is authorized under the provisions of this Act, and the commission is unable to agree with the owner as to the purchase, acquisition or transfer thereof, or the price to be paid therefor, or if a person interested therein is incapable of making a deed or conveyance, or if for any other reason the commission deems it advisable to proceed compulsorily, proceedings may be taken under  The Expropriation Act  for the acquisition of the said land, immovable property, or interest therein and for the vesting of the title thereof in the commission; and in any such case, except as herein otherwise provided, all the provisions of  The Expropriation Act  shall, unless there is something repugnant in the subject or context, apply,  mutatis mutandis , to such lands or immovable property and to the acquisition thereof and to the determination of the compensation and damages. 1910, c. 41, s. 1; 1970, c. 10 (2nd supp.), s. 64(2) (2) Subsection 6(3) of the English version of the Act is replaced by the following: Information in Federal Court Proviso as to damages (3) In any case in which land or  an immovable  is acquired, taken or injuriously affected under the authority of this Act, the Attorney General of Canada may cause an information in the name of His Majesty, upon the relation of the commission, to be exhibited in the Federal Court of Canada, and the provisions of  The Expropriation Act  shall, unless there is something repugnant in the subject or context, apply to such information and the proceedings thereunder in the same manner,  mutatis mutandis , as they apply to the like informations and proceedings on behalf of His Majesty under the said Act: Provided that His Majesty shall not in any case be liable for any compensation, damages, costs or charges incurred in such proceedings, but the relators shall be subject to the payment of such compensation, damages, costs or charges as may be adjudged by the court. (2) Existing text of subsection 6(3): (3) In any case in which land or property is acquired, taken or injuriously affected under the authority of this Act, the Attorney General of Canada may cause an information in the name of His Majesty, upon the relation of the commission, to be exhibited in the Federal Court of Canada, and the provisions of  The Expropriation Act  shall, unless there is something repugnant in the subject or context, apply to such information and the proceedings thereunder in the same manner,  mutatis mutandis , as they apply to the like informations and proceedings on behalf of His Majesty under the said Act: Provided that His Majesty shall not in any case be liable for any compensation, damages, costs or charges incurred in such proceedings, but the relators shall be subject to the payment of such compensation, damages, costs or charges as may be adjudged by the court. 510 Paragraph 7(a) of the Act is replaced by the following: Expenditure of moneys (a) receive and expend any moneys, whether appropriated by Parliament or the legislatures or contributed by any  municipality  or other body or private individual, for the purposes authorized by this Act; Clause 510 : Relevant portion of section 7: 7 The commission may, (a) receive and expend any moneys, whether appropriated by Parliament or the legislatures or contributed by any municipal or other body or private individual, for the purposes authorized by this Act; 511 Section 9 of the Act is replaced by the following: Appropriation of public lands 9 The Governor in Council is authorized to appropriate for the purposes of the commission all the lands or  immovables  now vested in His Majesty for the military or other public purposes of Canada and forming part of the aforesaid battlefields. Clause 511 : Existing text of section 9: 9 The Governor in Council is authorized to appropriate for the purposes of the commission all the lands or immovable property now vested in His Majesty for the military or other public purposes of Canada and forming part of the aforesaid battlefields. 1984, c. 31, s. 14 512 Paragraph 9.1(c) of the Act is replaced by the following: (c) all money received by the Commission from the sale of any property acquired by the Commission by gift, bequest or otherwise, and Clause 512 : Relevant portion of section 9.1: 9.1 There shall be established in the Consolidated Revenue Fund a special account to be known as the National Battlefields Trust Account to which shall be credited ... (c) all money received by the Commission from the sale of any real or personal property acquired by the Commission by gift, bequest or otherwise, and ... and to which shall be charged such amounts as are authorized by the Commission to be expended for the purpose for which such money or property was given, bequeathed or otherwise made available to the Commission. 1914, c. 46, s. 3 513 Section 10 of the Act is replaced by the following: Approval of Parliament 10 No lands or  immovables  shall be purchased or acquired by the Commission except with the previous approval of Parliament. Clause 513 : Existing text of section 10: 10 No lands or immovable property shall be purchased or acquired by the Commission except with the previous approval of Parliament. 1911, c. 5 An Act respecting the National Battlefields at Quebec 1925, c. 47, s. 2 514 Section 2 of the English version of  An Act respecting the National Battlefields at Quebec  is replaced by the following: As to rents, dues, etc. 2 The National Battlefields Commission may, subject to the approval of the Governor in Council, pay or redeem all rents, ground rents or other dues affecting all or any  immovables  heretofore or hereafter purchased, acquired or held by it or gratuitously ceded and transferred to it for the purposes of the National Battlefields at Quebec. An Act respecting the National Battlefields at Quebec Clause 514 : Existing text of section 2: 2 The National Battlefields Commission may, subject to the approval of the Governor in Council, pay or redeem all rents, ground rents or other dues affecting all or any property or properties heretofore or hereafter purchased, acquired or held by it or gratuitously ceded and transferred to it for the purposes of the National Battlefields at Quebec. 1914, c. 46 The National Battlefields at Quebec Act, 1914 515 Paragraph 4(a) of the  The National Battlefields at Quebec Act, 1914  is replaced by the following: (a) the direction, conduct and management of the Commission and its  movables and immovables ; The National Battlefields at Quebec Act, 1914 Clause 515 : Relevant portion of section 4: 4 The Commission may make by-laws for: (a) the direction, conduct and management of the Commission and its property, real and personal; R.S., c. A-1 Access to Information Act 516 Subparagraph 18(d)(vi) of the  Access to Information Act  is replaced by the following: (vi) a contemplated sale, acquisition or  lease  of land or property. Access to Information Act Clause 516 : Relevant portion of section 18: 18 The head of a government institution may refuse to disclose any record requested under this Act that contains ...   (d) information the disclosure of which could reasonably be expected to be materially injurious to the financial interests of a government institution or to the ability of the Government of Canada to manage the economy of Canada or could reasonably be expected to result in an undue benefit to any person, including such information that relates to ...   (vi) a contemplated sale or acquisition of land or property. 517 (1) The portion of subsection 66(2) of the Act before paragraph (a) is replaced by the following: Defamation (2) No action lies in defamation with respect to Clause 517 : (1) and (2) Relevant portion of subsection 66(2): (2) For the purposes of any law relating to libel or slander, (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Information Commissioner under this Part is privileged; and (b) any report made in good faith by the Information Commissioner under this Part and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast is privileged. 2019, c. 18, s. 39 (2) Paragraphs 66(2)(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Information Commissioner under this Part; and (b) any report made in good faith by the Information Commissioner under this Part and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. R.S., c. A-17  Auditor General Act 518 Subsection 13(3) of the French version of the  Auditor General Act  is replaced by the following: Serment (3) Le vérificateur général doit exiger de tout employé de son bureau chargé, en vertu de la présente loi, d’examiner les comptes d’un ministère ou d’une société d’État, qu’il observe les normes de sécurité applicables aux employés du ministère ou de la société et qu’il prête le serment de secret auquel ceux-ci sont astreints. Auditor General Act Clause 518 : Existing text of subsection 13(3): (3) The Auditor General shall require every person employed in his office who is to examine the accounts of a department or of a Crown corporation pursuant to this Act to comply with any security requirements applicable to, and to take any oath of secrecy required to be taken by, persons employed in that department or Crown corporation. 519 Subsection 14(2) of the English version of the Act is replaced by the following: Auditor General may request information (2) The Auditor General may request a Crown corporation to obtain and furnish him  or her  with  any  information and explanations from its present or former directors, officers, employees, agents  or mandataries  and auditors or those of any of its subsidiaries  that  are, in his  or her  opinion, necessary to enable him  or her  to fulfil his  or her  responsibilities as the auditor of the accounts of Canada. Clause 519 : Existing text of subsection 14(2): (2) The Auditor General may request a Crown corporation to obtain and furnish him with such information and explanations from its present or former directors, officers, employees, agents and auditors or those of any of its subsidiaries as are, in his opinion, necessary to enable him to fulfil his responsibilities as the auditor of the accounts of Canada. R.S., c. C-5 Canada Evidence Act 520 Section 27 of the  Canada Evidence Act  is replaced by the following: Notarial acts in Quebec 27 Any document purporting to be a copy of a notarial act made, filed or registered in Quebec, and to be certified by a notary or  clerk  to be a true copy of the original in his  or her  possession as  a  notary or  clerk , shall be admitted in evidence  instead  of the original and has the same force and effect as the original would have if produced and proved, but it may be proved in rebuttal that there is no original, that the copy is not a true copy of the original in some material particular or that the original is not  a document  of  any  nature  that  may, by the law of Quebec, be taken before a notary or be filed, enrolled or registered by a notary in that province. Canada Evidence Act Clause 520 : Existing text of section 27: 27 Any document purporting to be a copy of a notarial act or instrument made, filed or registered in the Province of Quebec, and to be certified by a notary or prothonotary to be a true copy of the original in his possession as such notary or prothonotary, shall be admitted in evidence in the place and stead of the original and has the same force and effect as the original would have if produced and proved, but it may be proved in rebuttal that there is no original, that the copy is not a true copy of the original in some material particular or that the original is not an instrument of such nature as may, by the law of the Province of Quebec, be taken before a notary or be filed, enrolled or registered by a notary in that Province. 521 Subsection 31(4) of the Act is replaced by the following: Notarial copy or certified true copy (4) Unless the court otherwise orders, a notarial copy,  or, in Quebec, a certified true copy , of an affidavit under subsection (3) is admissible in evidence  instead  of the original affidavit. Clause 521 : Existing text of subsection 31(4): (4) Unless the court otherwise orders, a notarial copy of an affidavit under subsection (3) is admissible in evidence in lieu of the original affidavit. 2001, c. 41, s. 43 522 Paragraph 38.01(6)(a) of the English version of the Act is replaced by the following: (a) the information is disclosed by a person to their  counsel  in connection with a proceeding, if the information is relevant to that proceeding; Clause 522 : Relevant portion of subsection 38.01(6): (6) This section does not apply when (a) the information is disclosed by a person to their solicitor in connection with a proceeding, if the information is relevant to that proceeding; R.S., c. C-15 Canadian Dairy Commission Act 523 (1) The portion of subsection 20(1) of the English version of the  Canadian Dairy Commission Act  before paragraph (a) is replaced by the following: Contravention of Act or regulations 20 (1) Every person who, or whose employee or agent  or mandatary , contravenes or fails to comply with any provision of this Act or any regulation made under this Act is guilty of an offence and liable Canadian Dairy Commission Act Clause 523 : (1) Relevant portion of subsection 20(1): 20 (1) Every person who, or whose employee or agent, contravenes or fails to comply with any provision of this Act or any regulation made under this Act is guilty of an offence and liable 1995, c. 23, s. 8 (2) Subsections 20(2) to (4) of the English version of the Act are replaced by the following: Proof of offence (2) In a prosecution for an offence under this section it is sufficient proof of the offence to establish that it was committed by an employee or  an  agent  or mandatary  of the accused, whether or not the employee or  the  agent  or mandatary  is identified. Defence (3) If  it is established in any prosecution for an offence under this section that the offence was committed by an employee or  an  agent  or mandatary  of the accused, it is a defence  for  the accused that he  or she  exercised all due diligence to prevent the commission of the offence. Injunction (4) The Commission may, with the approval of the Attorney General of Canada, seek injunctive relief in any court of competent jurisdiction,  if  the Commission believes on reasonable grounds that a person or their employee or agent  or mandatary  has failed to comply with any provision of this Act or  the regulations . (2) Existing text of subsections 20(2) to (4): (2) In a prosecution for an offence under this section it is sufficient proof of the offence to establish that it was committed by an employee or agent of the accused, whether or not the employee or agent is identified. (3) Where it is established in any prosecution for an offence under this section that the offence was committed by an employee or agent of the accused, it is a defence to the accused that he exercised all due diligence to prevent the commission of the offence. (4) The Commission may, with the approval of the Attorney General of Canada, seek injunctive relief in any court of competent jurisdiction, where the Commission believes on reasonable grounds that a person or their employee or agent has failed to comply with any provision of this Act or any regulation. R.S., c. C-16; 2002, c. 17, s. 6 Telefilm Canada Act 2005, c. 14, s. 4 524 Subsection 10(2) of the French version of the  Telefilm Canada Act  is replaced by the following: Attributions générales (2) Dans l’exécution de sa mission, la Société a la capacité d’une personne physique et les droits, pouvoirs  et privilèges de celle-ci . Telefilm Canada Act Clause 524 : Existing text of subsection 10(2): (2) For the purpose of carrying out its mandate, the Corporation has the capacity, rights, powers and privileges of a natural person. R.S., c. C-22 Canadian Radio-television and Telecommunications Commission Act 525 (1) The portion of paragraph 5(1)(b) of the  Canadian Radio-television and Telecommunications Commission Act  before subparagraph (i) is replaced by the following: (b) has any pecuniary or  other  interest in Canadian Radio-television and Telecommunications Commission Act Clause 525 : (1) Relevant portion of subsection 5(1): 5 (1) A person is not eligible to be appointed or to continue as a member of the Commission if the person is not a Canadian citizen ordinarily resident in Canada or if, directly or indirectly, as owner, shareholder, director, officer, partner or otherwise, the person ...   (b) has any pecuniary or proprietary interest in (2) Subsection 5(2) of the French version of the Act is replaced by the following: Disposition (2) Les conseillers sont tenus de se départir entièrement, dans les trois mois qui suivent leur transmission, des intérêts interdits par le paragraphe (1) qui leur sont dévolus, à titre personnel, par testament ou succession. (2) Existing text of subsection 5(2): (2) A member in whom any interest prohibited by subsection (1) vests by will or succession for the member’s own benefit shall, within three months thereafter, absolutely dispose of that interest. R.S., c. C-50; 1990, c. 8, s. 21 Crown Liability and Proceedings Act 2001, c. 4, s. 34(2) 526 Paragraph (b) of the definition  liability  in section 2 of the  Crown Liability and Proceedings Act  is replaced by the following: (b) elsewhere  in  Canada , liability in tort; Crown Liability and Proceedings Act Clause 526 : Relevant portion of the definition: liability , for the purposes of Part 1, means ... (b) in any other province, liability in tort; 2001, c. 4, s. 36 527 The portion of paragraph 3(b) of the Act before subparagraph (i) is replaced by the following: (b) elsewhere  in  Canada , in respect of Clause 527 : Relevant portion of section 3: 3 The Crown is liable for the damages for which, if it were a person, it would be liable ... (b) in any other province, in respect of R.S., c. C-51 Cultural Property Export and Import Act 528 The definition  public authority  in section 2 of the English version of the  Cultural Property Export and Import Act  is replaced by the following: public authority  means  His  Majesty in right of Canada or a province, an agent of  His  Majesty in right  of Canada, an agent or mandatary of His Majesty in right of a province , a municipality in Canada, a municipal or public body performing a function of government in Canada or a corporation performing a function or duty on behalf of  His  Majesty in right of Canada or a province; ( administration ) Cultural Property Export and Import Act Clause 528 : Existing text of the definition: public authority  means Her Majesty in right of Canada or a province, an agent of Her Majesty in either such right, a municipality in Canada, a municipal or public body performing a function of government in Canada or a corporation performing a function or duty on behalf of Her Majesty in right of Canada or a province; ( administration ) 529 Subsection 6(2) of the English version of the Act is replaced by the following: Remuneration (2) An expert examiner that is not an agent of  His  Majesty in right of Canada or  an agent or mandatary of His Majesty in right of  a province or is not an employee of, or an employee of an agent of,  His  Majesty in right of Canada or  an employee of, or an employee of an agent or mandatary of, His Majesty in right of  a province shall be paid  the  remuneration for services performed under this Act  that  may be approved by the Treasury Board. Clause 529 : Existing text of subsection 6(2): (2) An expert examiner that is not an agent of Her Majesty in right of Canada or a province or is not an employee of, or an employee of an agent of, Her Majesty in right of Canada or a province shall be paid such remuneration for services performed under this Act as may be approved by the Treasury Board. 530 Subsection 19(1) of the English version of the Act is replaced by the following: Remuneration 19 (1) Each member of the Review Board who is not an employee of, or an employee of an agent of,  His  Majesty in right of Canada or  an employee of, or an employee of an agent or mandatary of, His Majesty in right of  a province, shall be paid  the  salary or other amount by way of remuneration  that  may be fixed by the Governor in Council. Clause 530 : Existing text of subsection 19(1): 19 (1) Each member of the Review Board who is not an employee of, or an employee of an agent of, Her Majesty in right of Canada or a province shall be paid such salary or other amount by way of remuneration as may be fixed by the Governor in Council. 1995, c. 38, s. 1 531 Paragraph 32(5)(a) of the English version of the Act is replaced by the following: (a) shall, on request in writing by the person who has disposed of, or who proposes to dispose of, the object to a designated institution or public authority or by an agent  or mandatary  of  that  person appointed for that purpose, made within 12 months after the day on which notice was given under that subsection, redetermine the fair market value of the object; and Clause 531 : Relevant portion of subsection 32(5): (5) Where the Review Board has, under subsection (4), determined the fair market value of an object in respect of its disposition or proposed disposition, the Review Board (a) shall, on request in writing by the person who has disposed of, or who proposes to dispose of, the object to a designated institution or public authority or by an agent of such a person appointed for that purpose, made within twelve months after the day on which notice was given under that subsection, redetermine the fair market value of the object; and 532 Section 35 of the French version of the Act is replaced by the following: Subventions et prêts 35 Le ministre peut, sur les crédits affectés à ces fins par le Parlement, accorder des subventions et des prêts à des établissements et à des administrations  situés  au Canada en vue de l’ achat  soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger. Clause 532 : Existing text of section 35: 35 The Minister may, out of moneys appropriated by Parliament for such purposes, make grants and loans to institutions and public authorities in Canada for the purchase of objects in respect of which export permits have been refused under this Act or for the purchase of cultural property situated outside Canada that is related to the national heritage. 533 (1) Paragraph 36(2)(a) of the French version of the Act is replaced by the following: a) de tous les fonds que Sa Majesté a reçus par voie de donation, de legs ou autrement aux fins d’octroyer à des établissements ou à des administrations  situés  au Canada des subventions destinées à l’ achat  soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger; Clause 533 : (1) Relevant portion of subsection 36(2): (2) There shall be credited to the Canadian Heritage Preservation Endowment Account (a) all moneys received by Her Majesty by gift, bequest or otherwise for the purpose of making grants to institutions and public authorities in Canada for the purchase of objects in respect of which export permits have been refused under this Act, or for the purchase of cultural property situated outside Canada that is related to the national heritage; (2) Subsection 36(3) of the French version of the Act is replaced by the following: Débit (3) Ce compte est débité des sommes que le ministre peut, autrement qu’en vertu de l’article 35, consacrer à des subventions en faveur d’établissements ou d’administrations  situés  au Canada en vue de l’ achat  soit d’objets pour lesquels une licence d’exportation a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger. (2) Existing text of subsection 36(3): (3) There may be charged to the Canadian Heritage Preservation Endowment Account such amounts as the Minister may expend otherwise than under section 35 for grants to institutions and public authorities in Canada for the purchase of objects in respect of which export permits have been refused under this Act or for the purchase of cultural property situated outside Canada that is related to the national heritage. 534 Section 46 of the English version of the Act is replaced by the following: Officers, etc., of corporations 46 If  a corporation commits an offence under this Act, any officer,  any  director or  any  agent  or mandatary  of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction or on conviction on indictment to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. Clause 534 : Existing text of section 46: 46 Where a corporation commits an offence under this Act, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction or on conviction on indictment to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. R.S., c. D-4 Dry Docks Subsidies Act 535 Subsection 4(1) of the  Dry Docks Subsidies Act  is replaced by the following: Existing dry dock company 4 (1) For the purpose of constructing a dry dock under this Act, the company entering into the agreement contemplated by section 3 may utilize, or acquire  or lease  for the purpose of utilizing, the works and property of any existing dry dock company whose dock has been constructed under  An Act to encourage the construction of Dry Docks by granting assistance on certain conditions to companies constructing them , chapter 17 of the Statutes of Canada, 1882,  An Act to encourage the construction of Dry Docks , chapter 9 of the Statutes of Canada, 1899,  An Act to encourage the Construction of Dry Docks , chapter 116 of the Revised Statutes of Canada, 1906, or  An Act to encourage the Construction of Dry Docks , chapter 24 of the Statutes of Canada, 1908, and the value of the works and property at the time when the agreement is entered into, in so far as the works and property may be useful in the construction of a dry dock of greater dimensions or capacity under this Act, shall be deemed to be for the purposes of subsidy calculation a part of the cost of the dry dock constructed under this Act. Dry Docks Subsidies Act Clause 535 : Existing text of subsection 4(1): 4 (1) For the purpose of constructing a dry dock under this Act, the company entering into the agreement contemplated by section 3 may utilize, or acquire for the purpose of utilizing, the works and property of any existing dry dock company whose dock has been constructed under  An Act to encourage the construction of Dry Docks by granting assistance on certain conditions to companies constructing them , chapter 17 of the Statutes of Canada, 1882,  An Act to encourage the construction of Dry Docks , chapter 9 of the Statutes of Canada, 1899,  An Act to encourage the Construction of Dry Docks , chapter 116 of the Revised Statutes of Canada, 1906, or  An Act to encourage the Construction of Dry Docks , chapter 24 of the Statutes of Canada, 1908, and the value of the works and property at the time when the agreement is entered into, in so far as the works and property may be useful in the construction of a dry dock of greater dimensions or capacity under this Act, shall be deemed to be for the purposes of subsidy calculation a part of the cost of the dry dock constructed under this Act. 1996, c. 16, s. 37 536 Section 5 of the Act is replaced by the following: Plans, specifications and estimates 5 Any company that seeks to enter into an agreement with  His  Majesty to construct a dry dock under this Act shall, as part of its application  to construct a dry dock , present detailed working plans and specifications of the proposed works, accompanied by estimates of the cost, including estimates of the cost of all necessary equipment, machinery, plant and site, if the company is obliged to pay for the site in cash and does not obtain or has not obtained a site by way of bonus, gift or  legacy , and the estimates of cost shall be in such detail as will enable the Minister to verify them for the purposes of the recommendation made by the Minister under section 8. Clause 536 : Existing text of section 5: 5 Any company that seeks to enter into an agreement with Her Majesty to construct a dry dock under this Act shall, as part of its application therefor, present detailed working plans and specifications of the proposed works, accompanied by estimates of the cost thereof, including estimates of the cost of all necessary equipment, machinery, plant and site, if the company is obliged to pay for the site in cash and does not obtain or has not obtained a site by way of bonus or gift, and the estimates of cost shall be in such detail as will enable the Minister to verify them for the purposes of the recommendation made by the Minister under section 8. 1996, c. 10, s. 215 537 (1) Subsection 6(1) of the Act is replaced by the following: Expropriation of lands 6 (1) If  a company that has entered into an agreement with  His  Majesty to construct a dry dock under this Act is unable to agree with the owner of any land  or interest or right in land , or other real property or interest  in real property, or other immovable or right in an immovable , as to  its  purchase, acquisition,  lease  or transfer, or the price to be paid for it, and the company considers that it is necessary for a site for the dry dock, the company may, with the approval of the Governor in Council and in accordance with the  Expropriation Act , expropriate the land,  real  property or  immovable , or interest  or right . Clause 537 : (1) Existing text of subsection 6(1): 6 (1) Where a company that has entered into an agreement with Her Majesty to construct a dry dock under this Act is unable to agree with the owner of any land or other real property or interest therein as to the purchase, acquisition or transfer of the land, property or  interest  or the price to be paid for it, and the company considers that it is necessary for a site for the dry dock, the company may, with the approval of the Governor in Council and in accordance with the  Expropriation Act , expropriate the land, property or interest. 2011, c. 21, s. 162 (2) Subsection 6(3) of the Act is replaced by the following: Expropriation Act (3) Land, or an interest  or right  in land, or real property  or an immovable  the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the  Expropriation Act , an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company. (2) Existing text of subsection 6(3): (3) Land or real property or an interest in land the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the  Expropriation Act , an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company. 1996, c. 10, s. 215 (3) Subsection 6(6) of the French version of the Act is replaced by the following: Garantie (6) Le ministre peut exiger que la compagnie  fournisse une garantie , selon le montant et les autres modalités qu’il détermine, pour le paiement des frais payables en application du présent article. (3) Existing text of subsection 6(6): (6) The Minister may require the company to provide security, in an amount determined by the Minister and subject to any terms and conditions that the Minister may specify, for the payment of any fees or charges that are or may become payable under this section. 1996, c. 16, s. 38 538 Section 8 of the Act is replaced by the following: Basis of subsidy 8 The cost on which the subsidy shall be calculated shall be fixed and determined by the Governor in Council, on the recommendation of the Minister, and the cost shall include the cost of all necessary equipment, machinery and plant, and any sum in good faith expended or to be expended by the company in the purchase of a site for the dry dock, but shall not include the value of any site received or to be received by the company by way of bonus, gift or  legacy , and the amount of the subsidy shall be so fixed and determined before the agreement for payment of the subsidy is entered into. Clause 538 : Existing text of section 8: 8 The cost on which the subsidy shall be calculated shall be fixed and determined by the Governor in Council, on the recommendation of the Minister, and the cost shall include the cost of all necessary equipment, machinery and plant, and any sum in good faith expended or to be expended by the company in the purchase of a site for the dry dock, but shall not include the value of any site received or to be received by the company by way of bonus or gift, and the amount of the subsidy shall be so fixed and determined before the agreement for payment of the subsidy is entered into. 539 Subsection 9(2) of the Act is replaced by the following: Issue of bonds (2) Bonds, debentures or other securities shall  not  be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens  or legal hypothecs, charges or  encumbrances or claims on or in respect of the dock, but the Minister may  subsequently  permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. Clause 539 : Existing text of subsection 9(2): (2) No bonds, debentures or other securities shall be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens, encumbrances or claims on or in respect of the dock, but thereafter the Minister may permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. 540 Subsection 10(2) of the Act is replaced by the following: Issue of bonds (2) Bonds, debentures or other securities shall  not  be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one-half million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens  or legal hypothecs, charges or  encumbrances or claims on or in respect of the dock, but the Minister may  subsequently  permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. Clause 540 : Existing text of subsection 10(2): (2) No bonds, debentures or other securities shall be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one-half million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens, encumbrances or claims on or in respect of the dock, but thereafter the Minister may permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. 541 Section 16 of the Act is replaced by the following: Operation by Government 16 The Minister shall operate the dry dock after repairs are completed and while it is in the possession of  His  Majesty, and shall charge and collect the tolls or rates approved under this Act in respect of the  lease , operation or use of the dock or of space  in the dock , or of any works connected  with it , and the Minister shall, after payment  out of the tolls or rates  of operating expenses and maintenance, apply the balance first in repayment of the advances made under section 15, and secondly in payment of accrued interest on bonds or other fixed obligations or securities of the company. Clause 541 : Existing text of section 16: 16 The Minister shall operate the dry dock after repairs are completed and while it is in the possession of Her Majesty, and shall charge and collect the tolls or rates approved under this Act in respect of the letting or hiring, operation or use of the dock or of space therein, or of any works connected therewith, and the Minister shall, after payment thereout of operating expenses and maintenance, apply the balance first in repayment of the advances made under section 15, and secondly in payment of accrued interest on bonds or other fixed obligations or securities of the company. 542 Subsection 18(1) of the Act is replaced by the following: Tolls and regulations 18 (1) Tolls or rates shall  not  be charged or taken by the company in respect of the  lease , operation or use of the dock or of space  in the dock , or of any works connected  with it , until the company has submitted a tariff of tolls or rates and the tariff has been approved by the Governor in Council, and no by-laws, rules, regulations or conditions respecting the  lease , operation or use shall have any force or effect until so submitted and approved. Clause 542 : Existing text of subsection 18(1): 18 (1) No tolls or rates shall be charged or taken by the company in respect of the letting or hiring, operation or use of the said dock or of space therein, or of any works connected therewith, until the company has submitted a tariff of tolls or rates and the tariff has been approved by the Governor in Council, and no by-laws, rules, regulations or conditions respecting the letting, hiring, operation or use shall have any force or effect until so submitted and approved. R.S., c. E-13 Escheats Act 543 The long title of the  Escheats Act  is replaced by the following: An Act respecting  escheats or property without an owner Escheats Act Clause 543 : Existing text of the long title: An Act respecting escheats 544 Sections 1 and 2 of the Act are replaced by the following: Short title 1 This Act may be cited as the  Escheats  or Property Without an Owner  Act . Take possession of property 2 If His  Majesty the  King  in right of Canada is entitled to any land or other property by reason of the person last seised or entitled  to that property  having died intestate and without lawful heirs or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, the Attorney General of Canada may cause possession  of that property  to be taken in the name of  His  Majesty, or if possession is withheld, may  commence a proceeding  in the Federal Court for the recovery  of it . Clause 544 : Existing text of sections 1 and 2: 1 This Act may be cited as the  Escheats Act . 2 Where Her Majesty the Queen in right of Canada is entitled to any land or other real or personal property by reason of the person last seised or entitled thereto having died intestate and without lawful heirs or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, the Attorney General of Canada may cause possession thereof to be taken in the name of Her Majesty, or if possession is withheld, may exhibit an information in the Federal Court for the recovery thereof. 545 The portion of section 3 of the Act before paragraph (a) is replaced by the following: Transfer, grant or concession 3 The Governor in Council may make a  transfer , grant or  concession  of any property that is now the property of  His  Majesty or  that  may become  so under  section 2, or any part  of , or any interest  or right  in,  that property , Clause 545 : Relevant portion of section 3: 3 The Governor in Council may make a grant of any real or personal property that is now or may hereafter become the property of Her Majesty as mentioned in section 2, or any part thereof or any interest therein, 546 Section 4 of the Act is replaced by the following: Recovery of possession 4 Any  transfer , grant  or concession  under section 3 may be made without actual entry or taking possession of the property and,  if  possession is withheld, the person to whom the  transfer , grant  or concession  is made may institute proceedings for the recovery  of the property  in any court of competent jurisdiction. Clause 546 : Existing text of section 4: 4 Any grant under section 3 may be made without actual entry or taking possession of the property and, where possession is withheld, the person to whom the grant is made may institute proceedings for the recovery thereof in any court of competent jurisdiction. 547 Paragraph 5(a) of the Act is replaced by the following: (a) the whole or any part of any property that, by reason of the person last seised  of  or entitled  to that property  having died intestate and without heirs, or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, has been judicially declared vested in  His  Majesty in right of Canada, or of which the Attorney General of Canada has caused possession to be taken on behalf of  His  Majesty, or that has otherwise come into the possession of  His  Majesty as escheat or  bona vacantia ,  or in Quebec as property without an owner , or Clause 547 : Relevant portion of section 5: 5 No action shall be brought or maintained against Her Majesty the Queen in right of Canada, the Attorney General of Canada or any minister or officer of Her Majesty in right of Canada to recover (a) the whole or any part of any property, real or personal, that, by reason of the person last seised or entitled thereto having died intestate and without heirs, or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, has been judicially declared vested in Her Majesty in right of Canada, or of which the Attorney General of Canada has caused possession to be taken on behalf of Her Majesty, or that has otherwise come into the possession of Her Majesty as escheat or  bona vacantia , or R.S., c. F-4; 1993, c. 3, s. 2 Farm Products Agencies Act 2001, c. 4, s. 82; 2004, c. 25, s. 140(1)(F) 548 Paragraph 22(1)(h) of the  Farm Products Agencies Act  is replaced by the following: (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; Farm Products Agencies Act Clause 548 : Relevant portion of subsection 22(1): 22 (1) Subject to the proclamation by which it is established and to any subsequent proclamation altering its powers, an agency may ...   (h) purchase, lease or otherwise acquire and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; 2001, c. 4, s. 83; 2004, c. 25, s. 142(1)(F) 549 Paragraph 42(1)(h) of the Act is replaced by the following: (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; Clause 549 : Relevant portion of subsection 42(1): 42 (1) Subject to the proclamation by which it is established and any amendment thereto, an agency may ...   (h) purchase, lease or otherwise acquire and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; R.S., c. F-11 Financial Administration Act 550 Paragraph 9(3)(b) of the English version of the  Financial Administration Act  is replaced by the following: (b) to set off  or compensate  a debt due to  His  Majesty in right of Canada or a province against any sum of money that may be due or payable by  His  Majesty in right of Canada. Financial Administration Act Clause 550 : Relevant portion of subsection 9(3): (3) The Treasury Board may require any public officer or agent of Her Majesty to provide a department with such information from any account, return, record, statement, document or report as may be required ...   (b) to set off a debt due to Her Majesty in right of Canada or a province against any sum of money that may be due or payable by Her Majesty in right of Canada. 551 Subsection 20(1) of the Act is replaced by the following: Money received as security 20 (1) When  money is received by a public officer from any person to ensure the doing of any act or thing, the public officer shall hold or dispose of the money in accordance with regulations of the Treasury Board. Clause 551 : Existing text of subsection 20(1): 20 (1) Where money is received by a public officer from any person as a deposit to ensure the doing of any act or thing, the public officer shall hold or dispose of the money in accordance with regulations of the Treasury Board. 552 Subsection 29(1) of the Act is replaced by the following: Payment of guarantee or suretyship 29 (1) When  a guarantee  or suretyship  has been given under the authority of Parliament by or on behalf of  His  Majesty for the payment of any debt or obligation, any amount required to be paid by the terms of the guarantee  or suretyship  may, subject to the Act authorizing the guarantee  or suretyship , be paid out of the Consolidated Revenue Fund. Clause 552 : Existing text of subsection 29(1): 29 (1) Where a guarantee has been given under the authority of Parliament by or on behalf of Her Majesty for the payment of any debt or obligation, any amount required to be paid by the terms of the guarantee may, subject to the Act authorizing the guarantee, be paid out of the Consolidated Revenue Fund. 553 Subsection 38(2) of the Act is replaced by the following: Recovery (2) Any accountable advance or any portion  of it  that is not repaid, accounted for or recovered in accordance with the regulations may be recovered out of any moneys payable by  His  Majesty to the person to whom the advance was made or,  if  the person is deceased, out of any moneys payable by  His  Majesty to the estate  or succession  of that person. Clause 553 : Existing text of subsection 38(2): (2) Any accountable advance or any portion thereof that is not repaid, accounted for or recovered in accordance with the regulations may be recovered out of any moneys payable by Her Majesty to the person to whom the advance was made or, where the person is deceased, out of any moneys payable by Her Majesty to the estate of that person. 2006, c. 9, s. 311(F) 554 Paragraph 41(1)(b) of the French version of the Act is replaced by the following: b) prendre par règlement des mesures touchant les  sûretés  à fournir à Sa Majesté et au nom de celle-ci en garantie de la bonne exécution des contrats. Clause 554 : Relevant portion of subsection 41(1): 41 (1) The Governor in Council may make regulations with respect to the conditions under which contracts may be entered into and, notwithstanding any other Act of Parliament, ...   (b) may make regulations with respect to the security to be given to and in the name of Her Majesty to secure the due performance of contracts. 2006, c. 9, s. 312 555 The definition  funding agreement  in subsection 42(4) of the English version of the Act is replaced by the following: funding agreement , in respect of a recipient, means an agreement in writing under which the recipient receives a grant, contribution or other funding from  His  Majesty in right of Canada or a Crown corporation, either directly or through an agent of  His  Majesty, including by way of loan, but excludes contracts for the performance of work, the supply of goods or the rendering of services. ( accord de financement ) Clause 555 : Existing text of the definition: funding agreement , in respect of a recipient, means an agreement in writing under which the recipient receives a grant, contribution or other funding from Her Majesty in right of Canada or a Crown corporation, either directly or through an agent or mandatary of Her Majesty, including by way of loan, but excludes contracts for the performance of work, the supply of goods or the rendering of services.  ( accord de financement ) 1999, c. 26, s. 22 556 Paragraph 46(b) of the Act is replaced by the following: (b) create a  security  on, or right or interest in, securities of Canada or any other securities held by the Minister. Clause 556 : Relevant portion of section 46: 46 The Minister may, on any terms and conditions the Minister considers appropriate, do any of the following if the Minister considers it appropriate for the sound and efficient management of the assets and liabilities of Canada, including contingent liabilities: ...   (b) create a charge on, or right or interest in, securities of Canada or any other securities held by the Minister. 557 Section 59 of the Act is replaced by the following: Not bound to execute trusts 59 His  Majesty and a fiscal agent or registrar acting as such are not bound to see to the execution of any trust to which any securities are subject. Clause 557 : Existing text of section 59: 59 Her Majesty and a fiscal agent or registrar acting as such are not bound to see to the execution of any express or implied trust to which any securities are subject. 1999, c. 31, s. 113(F) 558 The definition  Crown debt  in section 66 of the Act is replaced by the following: Crown debt  means any existing or future debt due or becoming due by the Crown, and any other chose in action  or incorporeal property  in respect of which there is a right of recovery enforceable by action against the Crown; ( créance sur Sa Majesté ) Clause 558 : Existing text of the definition: Crown debt  means any existing or future debt due or becoming due by the Crown, and any other chose in action in respect of which there is a right of recovery enforceable by action against the Crown; ( créance sur Sa Majesté ) 559 Section 67 of the Act is amended by striking out “and” at the end of paragraph (a), by adding “and” at the end of paragraph (b) and by adding the following after paragraph (b): (c) a Crown debt that is assignable under subsection 68(1) is not to be charged with a hypothec on a claim within the meaning of the civil law of Quebec. Clause 559 : Relevant portion of section 67: 67 Except as provided in this Act or any other Act of Parliament, 1991, c. 24, s. 49 (Sch. 1, item 2)(E) 560 (1) Paragraphs 68(2)(a) to (c) of the Act are replaced by the following: (a) elsewhere than in Quebec, ( i ) it is absolute, in writing and  signed by  the assignor, ( ii ) it does not purport to be by way of charge only, and ( iii ) notice of the assignment has been given to the Crown as provided in section 69;  or (b) in Quebec, (i) it is irrevocable, (ii) it is in writing and signed by the assignor, and (iii) notice of the assignment has been given to the Crown as provided in section 69. Clause 560 : (1) Relevant portion of subsection 68(2): (2) The assignment referred to in subsection (1) is valid only if (a) it is absolute, in writing and made under the hand of the assignor; (b) it does not purport to be by way of charge only; and (c) notice of the assignment has been given to the Crown as provided in section 69. (2) The portion of subsection 68(3) of the English version of the Act before paragraph (a) is replaced by the following: Effect of assignment (3) The assignment referred to in subsections (1) and (2) is effectual in law, subject to all equities  or, in Quebec, rights  that would have been entitled to priority over the right of the assignee if this section had not been enacted, to pass and transfer, from the date service on the Crown of notice of the assignment is effected, (2) Relevant portion of subsection 68(3): (3) The assignment referred to in subsections (1) and (2) is effectual in law, subject to all equities that would have been entitled to priority over the right of the assignee if this section had not been enacted, to pass and transfer, from the date service on the Crown of notice of the assignment is effected, 561 Subsection 69(1) of the English version of the Act is replaced by the following: Notice of assignment 69 (1) The notice referred to in  subsection  68(2)  is to  be given to the Crown by serving on or sending by registered mail to the Receiver General or a paying officer, in prescribed form, notice of the assignment, together with a copy of the assignment  and any  other  prescribed  documents completed in  the  prescribed manner. Clause 561 : Existing text of subsection 69(1): 69 (1) The notice referred to in paragraph 68(2)(c) shall be given to the Crown by serving on or sending by registered mail to the Receiver General or a paying officer, in prescribed form, notice of the assignment, together with a copy of the assignment accompanied by such other documents completed in such manner as may be prescribed. 1991, c. 24, s. 50, Sch. II, s. 15(F) 562 The definition  payment bond  in section 72 of the Act is replaced by the following: payment bond  means a bond  or suretyship  held by the Crown as security for the payment of certain classes of persons who perform labour or services or supply material in connection with a contract between the Crown and a contractor. ( cautionnement ) Clause 562 : Existing text of the definition: payment bond  means a bond held by the Crown as security for the payment of certain classes of persons who perform labour or services or supply material in connection with a contract between the Crown and a contractor. ( cautionnement ) 563 Section 82 of the English version of the Act is replaced by the following: Books, etc., property of His Majesty 82 All books, papers, accounts and documents kept or used by, or received or taken into the possession of, any officer or person who is or has been employed in the collection or management of the revenue or in accounting for the revenue, by virtue of that employment,  belong  to  His  Majesty, and all money or valuable securities received or taken into the possession of that officer or person by virtue of his  or her  employment  are  money and valuable securities belonging to  His  Majesty. Clause 563 : Existing text of section 82: 82 All books, papers, accounts and documents kept or used by, or received or taken into the possession of, any officer or person who is or has been employed in the collection or management of the revenue or in accounting for the revenue, by virtue of that employment, shall be deemed to be chattels belonging to Her Majesty, and all money or valuable securities received or taken into the possession of that officer or person by virtue of his employment shall be deemed to be money and valuable securities belonging to Her Majesty. 564 The definition  action  in subsection 83(1) of the French version of the Act is replaced by the following: action  Y sont assimilés les droits des membres  et les titres de participation détenus dans  une personne morale. ( share ) Clause 564 : Existing text of the definition: share  includes a membership interest or ownership interest in a corporation; ( action ) 565 (1) Subsections 90(2) and (3) of the Act are replaced by the following: Transactions requiring Parliamentary authorization (2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of  or lease  all or substantially all of the assets of the corporation. Transactions requiring Parliamentary authorization (3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of  or lease , any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of  or leased  constitute all or substantially all of the total assets of the group. Clause 565 : (1) Existing text of subsections 90(2) and (3): (2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of all or substantially all of the assets of the corporation. (3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group. (2) The portion of paragraph 90(5)(a) of the Act before subparagraph (i) is replaced by the following: (a) a reference to an acquisition, a sale or other disposal  or a lease , includes an acquisition, a sale or other disposal  or a lease , (2) Relevant portion of subsection 90(5): (5) For the purposes of this section and sections 91 to 94, (a) a reference to an acquisition or a sale or other disposal includes an acquisition or a sale or other disposal 566 (1) Paragraph 91(1)(c) of the Act is replaced by the following: (c) acquire  or lease  all or substantially all of the assets of another corporation; Clause 566 : (1) Relevant portion of subsection 91(1): 91 (1) Subject to section 90, no parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall, unless authorized by the Governor in Council, ... (c) acquire all or substantially all of the assets of another corporation; 1991, c. 24, s. 25(2) (2) Subsection 91(2) of the Act is replaced by the following: Transactions requiring Governor in Council authorization (2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of  or lease , any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of  or leased  constitute all or substantially all of the total assets of the group used in that major business or activity. (2) Existing text of subsection 91(2): (2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group used in that major business or activity. (3) Paragraph 91(3)(b) of the Act is replaced by the following: (b) sell or otherwise dispose of  or lease  all or substantially all of the assets of the subsidiary. (3) Relevant portion of subsection 91(3): (3) Subject to section 90, no wholly-owned subsidiary shall, unless authorized by the Governor in Council, ...   (b) sell or otherwise dispose of all or substantially all of the assets of the subsidiary. 567 The portion of subsection 92(1) of the Act before subparagraph (c)(i) is replaced by the following: Exceptions 92 (1) Sections 90 and 91 do not apply in respect of (a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only,  or the lease of those assets ; (b) the acquisition, the sale or other disposal of shares or assets  or the lease of assets  in the ordinary course of a business of providing financial assistance; (c) the acquisition, the sale or other disposal of shares or assets  or the lease of assets , if the acquisition, sale or disposal  or lease  involves only Clause 567 : Relevant portion of subsection 92(1): 92 (1) Sections 90 and 91 do not apply in respect of (a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only; (b) the acquisition or the sale or other disposal of shares or assets in the ordinary course of a business of providing financial assistance; (c) the acquisition or the sale or other disposal of shares or assets, if the acquisition, sale or disposal involves only (i) a parent Crown corporation and one or more wholly-owned subsidiaries of the corporation, or (ii) two or more wholly-owned subsidiaries and is made as part of a  bona fide  reorganization of the parent Crown corporation or wholly-owned subsidiaries; 568 (1) Paragraph 94(2)(a) of the French version of the Act is replaced by the following: a) la dissolution ou autre forme de  disposition  d’une filiale à cent pour cent constituée contrairement à l’article 91; Clause 568 : (1) and (2) Relevant portion of subsection 94(2): (2) Notwithstanding section 91, the Governor in Council may direct that (a) any wholly-owned subsidiary incorporated contrary to section 91 be dissolved or otherwise disposed of, ...   (d) any assets acquired contrary to section 91 be sold or otherwise disposed of, and the directors and shareholders of the corporation in respect of which the direction is given shall forthwith take all steps necessary to comply with the direction. (2) Paragraph 94(2)(d) of the Act is replaced by the following: (d) any assets acquired  or leased  contrary to section 91 be sold or otherwise disposed of  or leased , 2009, c. 2, s. 370(1) 569 (1) The portion of subsection 99(2) of the French version of the Act before paragraph (a) is replaced by the following: Cession (2) Sous réserve des articles 90, 91 et 130, ainsi que des autres dispositions du présent article, une société mandataire ne peut vendre ou, d’une façon générale,  disposer de  biens qu’elle détient, les louer ou  les  conserver et utiliser le produit de la  disposition  ou de la location que dans les cas suivants : Clause 569 : (1) Relevant portion of subsection 99(2): (2) Subject to this section and sections 90, 91 and 130, an agent corporation may sell or otherwise dispose of or lease any property held by the corporation and may retain and use the proceeds of the disposal or lease, but only 2009, c. 2, s. 370(2) (2) The portion of subsection 99(3) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3) Le paragraphe (2) ne s’applique pas à la vente ou  à une  autre forme de  disposition  ou à la location de biens par une société mandataire constituée par une loi fédérale si, selon le cas : (2) Relevant portion of subsection 99(3): (3) Subsection (2) does not apply in respect of any sale or other disposal or lease of property by an agent corporation established by an Act of Parliament, if the corporation is specifically empowered by that Act or any other Act of Parliament 2009, c. 2, s. 370(4) (3) Paragraphs 99(4)(a) and (b) of the French version of the Act are replaced by the following: a) prévoir les conditions auxquelles une société mandataire peut louer ou vendre des biens ou  en disposer de quelque  façon; b) prévoir les circonstances dans lesquelles une société mandataire peut conserver et utiliser, en tout ou en partie, le produit d’une  disposition  ou d’une location; (3) Relevant portion of subsection 99(4): (4) For the purposes of subsection (2), the Governor in Council may make regulations (a) prescribing the terms and conditions on which an agent corporation may sell or otherwise dispose of or lease property; (b) prescribing the circumstances in which an agent corporation may retain and use all or any part of the proceeds of any disposal or lease of property; and 2009, c. 2, s. 370(5) (4) Subsection 99(5) of the French version of the Act is replaced by the following: Conditions (5) Le gouverneur en conseil peut assortir le décret visé au paragraphe (2) des conditions qu’il estime indiquées, notamment en ce qui concerne la conservation et l’utilisation de tout ou partie du produit de la  disposition  ou de la location. (4) Existing text of subsection 99(5): (5) The Governor in Council may, in any authorizing order under subsection (2), specify any terms and conditions that the Governor in Council considers appropriate, including terms and conditions  respecting  the retention and use of all or any part of the proceeds of the disposal or lease by the agent corporation. 570 (1) Paragraphs 102(1)(b) and (c) of the English version of the Act are replaced by the following: (b) a person held out by the corporation as a director,  an  officer or  an  agent  or mandatary  of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director,  an  officer or  an  agent  or mandatary , or (c) a document issued by  a  director,  an  officer or  an  agent  or mandatary  of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer, agent  or mandatary  lacked actual authority to issue the document, Clause 570 : (1) Relevant portion of subsection 102(1): 102 (1) A Crown corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that ...   (b) a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, officer or agent, or (c) a document issued by any director, officer or agent of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer or agent lacked actual authority to issue the document, except where the person has knowledge that the facts asserted are true. (2) Subsection 102(4) of the French version of the Act is replaced by the following: Nullité (4) Les actes accomplis par les sociétés d’État, même les transferts de  biens , ne sont pas nuls du seul fait qu’elles n’en avaient pas la capacité. (2) Existing text of subsection 102(4): (4) No action of a Crown corporation, including a transfer of property, is invalid by reason only that the corporation was without the capacity or power to so act. 571 Paragraph 116(5)(b) of the English version of the Act is replaced by the following: (b) one relating primarily to his  or her  remuneration or benefits as a director,  an  officer,  an  employee, or  an  agent  or mandatary  of the Crown corporation or a subsidiary of the Crown corporation; Clause 571 : Relevant portion of subsection 116(5): (5) A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is ...   (b) one relating primarily to his remuneration or benefits as a director, officer, employee or agent of the Crown corporation or a subsidiary of the Crown corporation; 572 Section 117 of the English version of the Act is replaced by the following: Avoidance standards 117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he  or she  has a material interest, is  not  void, voidable  or, in Quebec, null or annullable  by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his  or her  interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved. Clause 572 : Existing text of section 117: 117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved. 2009, c. 2, s. 373(1) 573 (1) The portion of subsection 119(1) of the Act before paragraph (a) is replaced by the following: Obligation to indemnify 119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs,  assigns or successors , and legal representatives  or liquidators of a succession , against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she Clause 573 : (1) Relevant portion of subsection 119(1): 119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs and legal representatives, against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she 2009, c. 2, s. 373(3) (2) The portion of subsection 119(2) of the Act before paragraph (a) is replaced by the following: Entitlement to indemnification (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs,  assigns or successors , and legal representatives  or liquidators of a succession  are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she (2) Relevant portion of subsection 119(2): (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs and legal representatives are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she 2005, c. 30, s. 37 574 (1) Subparagraph 135(2)(b)(ii) of the Act is replaced by the following: (ii) beneficially owns or controls, directly or indirectly through a trustee,  a  legal representative  or, in Quebec, a representative, an  agent  or mandatary,  or  another person acting as an  intermediary, a material interest in the shares or debt of the Crown corporation or any of its affiliates, or Clause 574 : (1) and (2) Relevant portion of subsection 135(2): (2) For the purposes of this section, ...   (b) a person is deemed not to be independent if that person or any of that person’s business partners ...   (ii) beneficially owns or controls, directly or indirectly through a trustee, legal representative, agent or other intermediary, a material interest in the shares or debt of the Crown corporation or any of its affiliates, or (iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the Crown corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation. 2005, c. 30, s. 37 (2) Subparagraph 135(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a receiver  or sequestrator, a  receiver-manager,  a  liquidator or  a  trustee in bankruptcy of the Crown corporation or any of its affiliates within two years  after  the person’s proposed appointment as auditor of the corporation. 575 (1) The portion of subsection 144(1) of the English version of the Act before paragraph (a) is replaced by the following: Right to information 144 (1) On the demand of the auditor or examiner of a Crown corporation,  a  present or former  director, officer, employee , or  agent or mandatary  of the corporation shall furnish  any Clause 575 : (1) and (2) Relevant portion of subsection 144(1): 144 (1) On the demand of the auditor or examiner of a Crown corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such (a) information and explanations, and (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the directors, officers, employees or agents are reasonably able to furnish. (2) The portion of subsection 144(1) of the English version of the Act after paragraph (b) is replaced by the following: as the auditor or examiner considers necessary to enable him  or her  to prepare any report as required by this Division and that the  director, officer, employee , or  agent or mandatary  are reasonably able to furnish. (3) Paragraph 144(2)(a) of the English version of the Act is replaced by the following: (a) obtain from  a  present or former  director, officer, employee , or  agent or mandatary  of any subsidiary of the corporation  any  information and explanations  that  the auditor or examiner considers necessary to enable him  or her  to prepare any report as required by this Division and that the present or former  director, officer, employee , or  agent or mandatary  are reasonably able to furnish; and (3) Relevant portion of subsection 144(2): (2) On the demand of the auditor or examiner of a Crown corporation, the directors of the corporation shall (a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the corporation such information and explanations as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the present or former directors, officers, employees or agents are reasonably able to furnish; and 576 (1) The portion of subsection 155(1) of the Act after paragraph (b) is replaced by the following: the appropriate Minister responsible for the recovery or collection of the amount of the indebtedness may authorize the retention of the amount of the indebtedness by way of deduction from, or set-off  or compensation  against, any sum of money that may be due or payable by  His  Majesty in right of Canada to the person or the estate  or succession  of that person. Clause 576 : (1) Relevant portion of subsection 155(1): 155 (1) Where any person is indebted to (a) Her Majesty in right of Canada, or (b) Her Majesty in right of a province on account of taxes payable to any province, and an agreement exists between Canada and the province whereby Canada is authorized to collect the tax on behalf of the province, the appropriate Minister responsible for the recovery or collection of the amount of the indebtedness may authorize the retention of the amount of the indebtedness by way of deduction from or set-off against any sum of money that may be due or payable by Her Majesty in right of Canada to the person or the estate of that person. (2) The portion of subsection 155(2) of the English version of the Act after paragraph (b) is replaced by the following: the Minister may require the retention of the amount of the indebtedness by way of deduction from, or set-off  or compensation  against, any sum of money that may be due and payable by  His  Majesty in right of Canada to that person, and the amount so deducted, less the portion that in the opinion of the Minister is proportionate to the contribution in respect  of it  made by Canada, may be paid to the province out of the Consolidated Revenue Fund. (2) Relevant portion of subsection 155(2): (2) Where, in the opinion of the Minister of Finance, (a) any person is indebted to a province by reason of having received from the province a payment, in respect of which Canada has contributed under any Act, to which that person was not entitled, and (b) the province has made reasonable efforts to effect recovery of the amount of such indebtedness, the Minister may require the retention of the amount of the indebtedness by way of deduction from or set-off against any sum of money that may be due and payable by Her Majesty in right of Canada to that person, and the amount so deducted, less the portion thereof that in the opinion of the Minister is proportionate to the contribution in respect thereof made by Canada, may be paid to the province out of the Consolidated Revenue Fund. 1991, c. 24, s. 46 577 (1) Subsections 156(1) and (2) of the Act are replaced by the following: Acceptance and release of security 156 (1) The appropriate Minister responsible for the recovery or collection of a debt or obligation due or payable to  His  Majesty or a claim by  His  Majesty may accept any security in respect of the debt, obligation or claim and may realize on the security, assign or sell  His  Majesty’s interest  or right  in it or discharge, release or otherwise dispose of the security or  His  Majesty’s interest  or right  in it. Partial disposition (2) The power to dispose of any security or  His  Majesty’s interest  or right  in any security  under  this section may be exercised with respect to any part of the security or  the  interest  or right . Clause 577 : (1) Existing text of subsections 156(1) and (2): 156 (1) The appropriate Minister responsible for the recovery or collection of a debt or obligation due or payable to Her Majesty or a claim by Her Majesty may accept any security in respect of the debt, obligation or claim and may realize on the security, assign or sell Her Majesty’s interest in it or discharge, release or otherwise dispose of the security or Her Majesty’s interest in it. (2) The power to dispose of any security or Her Majesty’s interest in any security pursuant to this section may be exercised with respect to any part of the security or interest. 1991, c. 24, s. 46 (2) The portion of subsection 156(3) of the Act before paragraph (a) is replaced by the following: Regulations (3) The Treasury Board may make regulations respecting the acceptance and disposition of security or  His  Majesty’s interest  or right  in security under subsection (1), including regulations prescribing (2) and (3) Relevant portion of subsection 156(3): (3) The Treasury Board may make regulations respecting the acceptance and disposition of security or Her Majesty’s interest in security under subsection (1), including regulations prescribing ...   (b) terms and conditions on which security may be accepted or on which security or Her Majesty’s interest in security may be realized on or disposed of. 1991, c. 24, s. 46 (3) Paragraph 156(3)(b) of the English version of the Act is replaced by the following: (b) terms and conditions on which security may be accepted or on which security or  His  Majesty’s interest  or right  in security may be realized or disposed of. R.S., c. F-27 Food and Drugs Act 578 Subsection 36(2) of the  Food and Drugs Act  is replaced by the following: Proof of offence (2) In a prosecution for a contravention described in subsection (1), it is sufficient proof of the offence to establish that it was committed by an employee or  an  agent  or mandatary  of the accused, whether or not the employee or  the  agent  or mandatary  is identified or has been prosecuted for the offence. Food and Drugs Act Clause 578 : Existing text of subsection 36(2): (2) In a prosecution for a contravention described in subsection (1), it is sufficient proof of the offence to establish that it was committed by an employee or agent of the accused whether or not the employee or agent is identified or has been prosecuted for the offence. R.S., c. H-6 Canadian Human Rights Act 579 Paragraph 33(2)(f) of the  Canadian Human Rights Act  is replaced by the following: (f) might disclose legal opinions or advice provided to a government department or body or  might violate solicitor-client privilege or the professional secrecy of advocates  and  notaries or litigation privilege  in a matter of government business. Canadian Human Rights Act Clause 579 : Relevant portion of subsection 33(2): (2) Every member of the Commission and every person employed by the Commission shall take every reasonable precaution to avoid disclosing any matter the disclosure of which ...   (f) might disclose legal opinions or advice provided to a government department or body or privileged communications between lawyer and client in a matter of government business. 1998, c. 9, s. 27 580 Subsection 50(4) of the French version of the Act is replaced by the following: Restriction (4) Il ne peut admettre en preuve  un élément  qui, devant les tribunaux judiciaires,  serait inadmissible en raison de l’existence d’une immunité en  droit de la preuve. Clause 580 : Existing text of subsection 50(4): (4) The member or panel may not admit or accept as evidence anything that would be inadmissible in a court by reason of any privilege under the law of evidence. 1998, c. 9, s. 27 581 Paragraph 53(2)(e) of the French version of the Act is replaced by the following: e) d’indemniser la victime, jusqu’à concurrence de 20 000 $,  pour les souffrances et douleurs découlant de l’acte . Clause 581 : Relevant portion of subsection 53(2): (2) If at the conclusion of the inquiry the member or panel finds that the complaint is substantiated, the member or panel may, subject to section 54, make an order against the person found to be engaging or to have engaged in the discriminatory practice and include in the order any of the following terms that the member or panel considers appropriate: ...   (e) that the person compensate the victim, by an amount not exceeding twenty thousand dollars, for any pain and suffering that the victim experienced as a result of the discriminatory practice. 1998, c. 9, s. 31(4)(E) 582 Subsection 60(3) of the English version of the Act is replaced by the following: Prosecution of employer or employee organization (3) A prosecution for an offence under this section may be brought against an employer organization or  an  employee organization and in the name of the organization and, for the purpose of the prosecution, the organization is deemed to be a person and any act or thing done or omitted by an officer or  an  agent  or mandatary  of the organization within the scope of their authority to act on behalf of the organization is deemed to be an act or thing done or omitted by the organization. Clause 582 : Existing text of subsection 60(3): (3) A prosecution for an offence under this section may be brought against an employer organization or employee organization and in the name of the organization and, for the purpose of the prosecution, the organization is deemed to be a person and any act or thing done or omitted by an officer or agent of the organization within the scope of their authority to act on behalf of the organization is deemed to be an act or thing done or omitted by the organization. 583 Subsection 65(1) of the English version of the Act is replaced by the following: Acts of employees, etc. 65 (1) Subject to subsection (2), any act or omission committed by an officer, a director, an employee or an agent  or mandatary  of any person, association or organization in the course of the employment of the officer,  the  director,  the  employee or  the  agent  or mandatary  shall, for the purposes of this Act, be deemed to be an act or omission committed by that person, association or organization. Clause 583 : Existing text of subsection 65(1): 65 (1) Subject to subsection (2), any act or omission committed by an officer, a director, an employee or an agent of any person, association or organization in the course of the employment of the officer, director, employee or agent shall, for the purposes of this Act, be deemed to be an act or omission committed by that person, association or organization. R.S., c. I-21 Interpretation Act 584 Paragraph 19(1)(b) of the English version of the  Interpretation Act  is replaced by the following: (b) a judge of any court, a notary public, a justice of the peace or a commissioner for taking  oaths , having authority or jurisdiction within the place where the oath is administered. Interpretation Act Clause 584 : Relevant portion of subsection 19(1): 19 (1) Where, by an enactment or by a rule of the Senate or House of Commons, evidence under oath is authorized or required to be taken, or an oath is authorized or directed to be made, taken or administered, the oath may be administered, and a certificate of its having been made, taken or administered may be given by ...   (b) a judge of any court, a notary public, a justice of the peace or a commissioner for taking affidavits, having authority or jurisdiction within the place where the oath is administered. 585 Paragraph 21(1)(a) of the Act is replaced by the following: (a) as vesting in the corporation power to sue and be sued, to contract and be contracted with by its corporate name, to have a common seal and to alter or change it at pleasure, to have perpetual succession, to acquire and hold personal  or movable  property for the purposes for which the corporation is established and to alienate and  lease  that property at pleasure; Clause 585 : Relevant portion of subsection 21(1): 21 (1) Words establishing a corporation shall be construed (a) as vesting in the corporation power to sue and be sued, to contract and be contracted with by its corporate name, to have a common seal and to alter or change it at pleasure, to have perpetual succession, to acquire and hold personal property for the purposes for which the corporation is established and to alienate that property at pleasure; 586 (1) The definition  personne morale  in subsection 35(1) of the French version of the Act is repealed. Clause 586 : (1) and (2) Existing text of the definition: corporation  does not include a partnership that is considered to be a separate legal entity under provincial law; ( personne morale ) (2) The definition  corporation  in subsection 35(1) of the English version of the Act is replaced by the following: corporation  includes a legal person within the meaning of the civil law of Quebec; ( version anglaise seulement ) R.S., c. P-21 Privacy Act 587 (1) The portion of subsection 67(2) of the  Privacy Act  before paragraph (a) is replaced by the following: Defamation (2) No action lies in defamation with respect to Solicitor-Client Privilege Clause 587 : (1) and (2) Relevant portion of subsection 67(2): (2) For the purposes of any law relating to libel or slander, (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation carried out by or on behalf of the Privacy Commissioner under this Act is privileged; and (b) any report made in good faith by the Privacy Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast is privileged. (2) Paragraphs 67(2)(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation carried out by or on behalf of the Privacy Commissioner under this Act; and (b) any report made in good faith by the Privacy Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. R.S., c. R-1 Radiation Emitting Devices Act 588 (1) The portion of subsection 14(1) of the  Radiation Emitting Devices Act  before paragraph (a) is replaced by the following: Contravention of sections 4 to 6 14 (1) Every person who, or whose employee or agent  or mandatary , contravenes section 4, 5 or 6 is guilty of an offence and liable Radiation Emitting Devices Act Clause 588 : (1) Relevant portion of subsection 14(1): 14 (1) Every person who, or whose employee or agent, contravenes section 4, 5 or 6 is guilty of an offence and liable (2) The portion of subsection 14(2) of the Act before paragraph (a) is replaced by the following: Contravention of other provisions or regulations (2) Every person who, or whose employee or agent  or mandatary , contravenes any provision of this Act other than section 4, 5 or 6, or any regulation, is guilty of an offence and liable (2) Relevant portion of subsection 14(2): (2) Every person who, or whose employee or agent, contravenes any provision of this Act other than section 4, 5 or 6, or any regulation, is guilty of an offence and liable 589 Subsection 15(1) of the Act is replaced by the following: Proof of offence 15 (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or  an  agent  or mandatary  of the accused whether or not the employee or  the  agent  or mandatary  is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of, and that all due diligence to prevent its commission was exercised by, the accused. Clause 589 : Existing text of subsection 15(1): 15 (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or agent of the accused whether or not the employee or agent is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of, and that all due diligence to prevent its commission was exercised by, the accused. R.S., c. S-27 Surplus Crown Assets Act 1992, c. 54, s. 82(3) 590 The definition  accepted surplus Crown assets  in section 2 of the  Surplus Crown Assets Act  is replaced by the following: accepted surplus Crown assets , in respect of a department or federal body, means surplus Crown assets identified in a notice sent to the department or federal body under subsection 4(2) that have not been deleted from the notice with the authority of the Minister or disposed of  or leased under  this Act; ( biens désignés ) Surplus Crown Assets Act Clause 590 : Existing text of the definition: accepted surplus Crown assets , in respect of a department or federal body, means surplus Crown assets identified in a notice sent to the department or federal body under subsection 4(2) that have not been deleted from the notice with the authority of the Minister or disposed of pursuant to this Act;  ( biens désignés ) 1992, c. 54, s. 83 591 (1) Paragraphs 3(1)(a) and (b) of the French version of the Act are replaced by the following: a) soit demander au ministre de prendre à leur égard  des  mesures d’aliénation ou de disposition,  ou d’effectuer toute autre opération, sous le régime de  la présente loi; b) soit prendre lui-même de telles mesures  ou effectuer lui-même une telle opération , même à titre gratuit, notamment la vente, l’échange, la cession à un autre ministère, la location ou le prêt, sous réserve des conditions fixées par le Conseil du Trésor. Clause 591 : (1) Relevant portion of subsection 3(1): 3 (1) A department that has surplus Crown assets may (a) request the Minister to dispose of or deal with the assets under this Act; or (b) subject to such terms and conditions as the Treasury Board may prescribe, sell, exchange, transfer to another department, lease, lend or otherwise dispose of or deal with the assets, either gratuitously or for consideration. 1992, c. 54, s. 83 (2) Subsection 3(2) of the French version of the Act is replaced by the following: Organisme fédéral (2) L’organisme fédéral qui a des biens de surplus de la Couronne peut demander au ministre de prendre à leur égard des mesures d’aliénation ou de disposition,  ou d’effectuer toute autre opération , sous le régime de la présente loi. (2) Existing text of subsection 3(2): (2) A federal body that has surplus Crown assets may request the Minister to dispose of or deal with the assets under this Act. 1992, c. 54, s. 83 (3) Subsection 3(4) of the Act is replaced by the following: Restriction on departments (4) No department shall dispose of  or lease  any surplus Crown assets otherwise than in accordance with this Act. (3) Existing text of subsection 3(4): (4) No department shall dispose of any surplus Crown assets otherwise than in accordance with this Act. 1992, c. 54, s. 83 592 Subsection 4(2) of the French version of the Act is replaced by the following: Avis (2) Le ministre, lorsqu’il accepte de prendre à l’égard de certains biens des mesures d’aliénation ou de disposition,  ou d’effectuer toute autre opération , en avise le ministère qui lui a présenté la demande. Clause 592 : Existing text of subsection 4(2): (2) Where, pursuant to a request made under section 3, the Minister accepts surplus Crown assets for disposal or dealing with under this Act, the Minister shall notify the department or federal body of the assets accepted. 1992, c. 54, s. 84(1) 593 Paragraph 6(a) of the French version of the Act is replaced by the following: a) prendre à l’égard des biens désignés des mesures d’aliénation ou de disposition,  ou effectuer toute autre opération , même à titre gratuit, notamment la vente, l’échange, la location ou le prêt, aux conditions qu’il juge utiles; Clause 593 : Relevant portion of section 6: 6 With specific or general authority from the Governor in Council, the Minister may (a) sell, exchange, lease, lend or otherwise dispose of or deal with accepted surplus Crown assets either gratuitously or for consideration and on such terms and subject to such conditions as the Minister may consider desirable; 1991, c. 50, s. 44; 1992, c. 54, s. 86 594 Sections 19 and 19.1 of the Act are replaced by the following: Deeds, contracts, etc. 19 The Minister or any person generally or specifically authorized by the Minister may execute,  or, in Quebec, sign , on behalf of  His  Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposition of, surplus Crown assets, and when any such document has been executed  or, in Quebec, signed , it is valid and binding on  His  Majesty. Deeds, contracts, etc. 19.1 The Minister through which a department reports to Parliament or any person so authorized by that Minister may execute,  or, in Quebec, sign , on behalf of  His  Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposal of or dealing with, surplus Crown assets  under  paragraph 3(1)(b), and when any such document has been executed  or, in Quebec, signed , it is valid and binding on  His  Majesty. Clause 594 : Existing text of sections 19 and 19.1: 19 The Minister or any person generally or specifically so authorized by the Minister may execute, on behalf of Her Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposition of, surplus Crown assets, and when any such document has been so executed it is valid and binding on Her Majesty. 19.1 The Minister through which a department reports to Parliament or any person so authorized by that Minister may execute, on behalf of Her Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposal of or dealing with, surplus Crown assets pursuant to paragraph 3(1)(b), and when any such document has been so executed it is valid and binding on Her Majesty. 1992, c. 54, s. 87 595 Paragraph 20(a) of the Act is replaced by the following: (a) by order, confer on the Minister additional powers and duties with respect to the disposal  or lease  of accepted surplus Crown assets; and Clause 595 : Relevant portion of section 20: 20 The Governor in Council may (a) by order, confer on the Minister additional powers and duties with respect to the disposal of accepted surplus Crown assets; and R.S., c. V-2 Visiting Forces Act 2001, c. 4, s. 172 596 The portion of paragraph 15(b) of the  Visiting Forces Act  before subparagraph (i) is replaced by the following: (b) elsewhere  in  Canada , Visiting Forces Act Clause 596 : Relevant portion of 15 For the purposes of the  Crown Liability and Proceedings Act , ...   (b) in any other province, R.S., c. 24 (3rd Supp.), Part III Hazardous Materials Information Review Act 597 Subsection 49(2) of the English version of the  Hazardous Materials Information Review Act  is replaced by the following: Officers, etc., of corporations (2) If  a corporation commits an offence under subsection (1), any officer, director or agent  or mandatary  of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. Hazardous Materials Information Review Act Clause 597 : Existing text of subsection 49(2): (2) Where a corporation commits an offence under subsection (1), any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. R.S., c. 31 (4th Supp.) Official Languages Act 598 Subsection 75(2) of the  Official Languages Act  is replaced by the following: Defamation (2) No action lies in defamation with respect to (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Commissioner under this Act; and (b) any report made in good faith by the Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. Official Languages Act Clause 598 : Existing text of subsection 75(2): (2) For the purposes of any law relating to libel or slander, (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Commissioner under this Act is privileged; and (b) any report made in good faith by the Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast is privileged. R.S., c. 44, (4th Supp.); 2006, c. 9, s. 66 Lobbying Act 2003, c. 10, s. 3(2) 599 Paragraphs 4(2)(b) and (c) of the French version of the  Lobbying Act  are replaced by the following: b) communication orale ou écrite, faite par  une personne pour le compte d’une autre personne ou organisation  au titulaire d’une charge publique portant sur l’exécution, l’interprétation ou l’application, par celui-ci, d’une loi fédérale ou d’un règlement d’application de celle-ci à l’égard de  cette autre  personne ou organisation; c) communication orale ou écrite, faite par  une personne pour le compte  d’une  autre  personne ou organisation au titulaire d’une charge publique et qui se limite à une demande de renseignements. Lobbying Act Clause 599 : Relevant portion of subsection 4(2): (2) This Act does not apply in respect of ...   (b) any oral or written communication made to a public office holder by an individual on behalf of any person or organization with respect to the enforcement, interpretation or application of any Act of Parliament or regulation by that public office holder with respect to that person or organization; or (c) any oral or written communication made to a public office holder by an individual on behalf of any person or organization if the communication is restricted to a request for information. R.S., c. 49 (4th Supp.) Canadian Centre on Substance Abuse Act 600 Paragraph 4(i) of the  Canadian Centre on Substance Abuse Act  is replaced by the following: (i) acquire any property, money or securities by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of  them  subject to the terms  of the acquisition . Canadian Centre on Substance Abuse Act Clause 600 : Relevant portion of section 4: 4 The Centre has the capacity of a natural person and may do anything conducive to the fulfilment of its purpose and to the exercise of its powers and, without restricting the generality of the foregoing, the Centre may ...   (i) acquire any property, money or securities by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of any such property, money or securities subject to the terms, if any, on which such property, money or securities are given, bequeathed or otherwise made available to the Centre. 601 Section 20 of the English version of the Act is replaced by the following: Staff 20 The Centre may employ or engage  any  officers, employees and agents  or mandataries that  it considers necessary for the proper conduct of the work of the Centre. Clause 601 : Existing text of section 20: 20 The Centre may employ or engage such officers, agents and employees as it considers necessary for the proper conduct of the work of the Centre. 602 Paragraph 25(e) of the English version of the Act is replaced by the following: (e) the employment or engagement and the remuneration, expenses and duties of officers, employees and agents  or mandataries . Clause 602 : Relevant portion of section 25: 25 The Board may make by-laws respecting the conduct and management of the affairs of the Centre and without restricting the generality of the foregoing, respecting ...   (e) the employment or engagement and the remuneration, expenses and duties of officers, agents and employees. 603 Section 28 of the English version of the Act is replaced by the following: Profits 28 Subject to any by-law of the Board providing for the payment of expenses to the members of the Board or to members of any committees appointed  under  section 24, and to any by-law providing for the payment of remuneration and expenses to the officers,  the  employees and  the  agents  or mandataries  of the Centre, any profits or accretions to the value of the property of the Centre  are to  be used to further the activities of the Centre and no part of the property or profits of the Centre  is to  be distributed, directly or indirectly, to any member of the Board. Clause 603 : Existing text of section 28: 28 Subject to any by-law of the Board providing for the payment of expenses to the members of the Board or to members of any committees appointed pursuant to section 24, and to any by-law providing for the payment of remuneration and expenses to the officers, agents and employees of the Centre, any profits or accretions to the value of the property of the Centre shall be used to further the activities of the Centre and no part of the property or profits of the Centre may be distributed, directly or indirectly, to any member of the Board. 1987, c. 19 Bell Canada Act 2001, c. 4, s. 62 604 Subsection 14(1) of the French version of the  Bell Canada Act  is replaced by the following: Dépôt auprès du Registraire général 14 (1) Dans la province de Québec, les actes constitutifs d’hypothèque et,  ailleurs au Canada , les actes de fiducie créant des hypothèques, charges ou grèvements, sur la totalité ou une partie des biens de la Compagnie, présents ou futurs, qui peuvent y être désignés, les actes de cession et les autres actes ou instruments affectant de quelque manière que ce soit ces hypothèques ou garanties doivent être déposés au bureau du Registraire général du Canada et avis de ce dépôt doit être donné sans délai dans la  Gazette du Canada . Bell Canada Act Clause 604 : Existing text of subsection 14(1): 14 (1) A deed of trust creating mortgages, charges or encumbrances — or, in the Province of Quebec, an act constituting hypothecs — on the whole or any part of the property of the Company, present or future, as may be described in the deed or act and an assignment or other instrument or act in any way affecting the mortgage, hypothec or security shall be deposited in the office of the Registrar General of Canada and notice of the deposit shall immediately be given in the  Canada Gazette . 1990, c. 3 Museums Act 605 (1) The portion of subsection 6(1) of the  Museums Act  before paragraph (a) is replaced by the following: Capacity and powers 6 (1) In furtherance of its purposes, the National Gallery of Canada has, subject to this Act, the capacity  of a natural person and, elsewhere than in Quebec , the rights, powers and privileges of a natural person. In particular, the National Gallery of Canada may Museums Act Clause 605 : (1) to (3) Relevant portion of subsection 6(1): 6 (1) In furtherance of its purposes, the National Gallery of Canada has the capacity and, subject to this Act, the rights, powers and privileges of a natural person and in particular, but without limiting the generality of the foregoing, the National Gallery of Canada may ...   (c) sell, exchange, give away, destroy or otherwise dispose of works of art and other museum material in its collection and use any revenue obtained therefrom to further its collection; ...   (l) acquire property by gift, bequest or otherwise and hold in trust or otherwise, expend, invest, administer and dispose of that property; (2) Paragraph 6(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of works of art and other museum material in its collection and use any revenue obtained  from that disposal  to further its collection; (3) Paragraph 6(1)(l) of the French version of the Act is replaced by the following: l) acquérir des biens, notamment par don ou  par  legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et  en disposer ; 606 (1) The portion of subsection 12(1) of the Act before paragraph (a) is replaced by the following: Capacity and powers 12 (1) In furtherance of its purpose, the Canadian Museum of Nature has, subject to this Act, the capacity  of a natural person and, elsewhere than in Quebec , the rights, powers and privileges of a natural person. In particular, the Canadian Museum of Nature may Clause 606 : (1) to (3) Relevant portion of subsection 12(1): 12 (1) In furtherance of its purpose, the Canadian Museum of Nature has the capacity and, subject to this Act, the rights, powers and privileges of a natural person and in particular, but without limiting the generality of the foregoing, the Canadian Museum of Nature may ...   (c) sell, exchange, give away, destroy or otherwise dispose of natural history objects and other museum material, other than primary type specimens, in its collection and use any revenue obtained therefrom to further its collection; ...   (s) acquire property by gift, bequest or otherwise and hold in trust or otherwise, expend, invest, administer and dispose of that property; (2) Paragraph 12(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of natural history objects and other museum material, other than primary type specimens, in its collection and use any revenue obtained  from that disposal  to further its collection; (3) Paragraph 12(1)(s) of the French version of the Act is replaced by the following: s) acquérir des biens, notamment par don ou  par  legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et  en disposer ; 607 (1) The portion of subsection 15(1) of the Act before paragraph (a) is replaced by the following: Capacity and powers 15 (1) In furtherance of its purpose, the National Museum of Science and Technology has, subject to this Act, the capacity  of a natural person, and, elsewhere than in Quebec , the rights, powers and privileges of a natural person. In particular, the National Museum of Science and Technology may Clause 607 : (1) to (3) Relevant portion of subsection 15(1): 15 (1) In furtherance of its purpose, the National Museum of Science and Technology has the capacity and, subject to this Act, the rights, powers and privileges of a natural person and in particular, but without limiting the generality of the foregoing, the National Museum of Science and Technology may ...   (c) sell, exchange, give away, destroy or otherwise dispose of scientific and technological objects and other museum material in its collection and use any revenue obtained therefrom to further its collection; ...   (m) acquire property by gift, bequest or otherwise and hold in trust or otherwise, expend, invest, administer and dispose of that property; (2) Paragraph 15(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of scientific and technological objects and other museum material in its collection and use any revenue obtained  from that disposal  to further its collection; (3) Paragraph 15(1)(m) of the French version of the Act is replaced by the following: m) acquérir des biens, notamment par don ou  par  legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et  en disposer ; 608 Paragraphs 22(b) to (d) of the English version of the Act are replaced by the following: (b) prescribing the powers, duties and functions of the Board, any committee established by or  under  a by-law of the museum and of the Chairperson,  the  Vice-Chairperson,  the  Director,  the  trustees,  the  officers,  the  employees and  the  agents  or mandataries  of the museum; (c) respecting the delegation or sub-delegation of any power, duty or function of the Board to any committee established by or  under  a by-law of the museum or to the Chairperson, Vice-Chairperson or Director of the museum or  a  trustee,  an  officer,  an  employee or  an  agent  or mandatary  of the museum; (d) prescribing conflict of interest rules for the trustees,  the  committee members,  the  officers,  the  employees and  the  agents  or mandataries  of the museum; Clause 608 : Relevant portion of section 22: 22 The Board of a museum may make by-laws for the administration, management and control of the property, business, activities and affairs of the museum, including, without limiting the generality of the foregoing, by-laws ...   (b) prescribing the powers, duties and functions of the Board, any committee established by or pursuant to a by-law of the museum and of the Chairperson, Vice-Chairperson, Director, trustees, officers, employees and agents of the museum; (c) respecting the delegation or sub-delegation of any power, duty or function of the Board to any committee established by or pursuant to a by-law of the museum or to the Chairperson, Vice-Chairperson or Director of the museum or any trustee, officer, employee or agent of the museum; (d) prescribing conflict of interest rules for the trustees, committee members, officers, employees and agents of the museum; 2003, c. 22, par. 224( z.51 )(E) 609 Subsections 24(1) and (2) of the English version of the Act are replaced by the following: Staff 24 (1) Each museum may engage  the  officers,  the  employees,  the  agents  or mandataries  and  the  technical and professional advisers  that  it considers necessary for the proper conduct of its activities and may fix the terms and conditions of their engagement. Not part of public service (2) Subject to subsections (3) to (5), the trustees,  the  officers,  the  employees and  the  agents  or mandataries  of a museum are not part of the federal public administration. Clause 609 : Existing text of subsections 24(1) and (2): 24 (1) Each museum may engage such officers, employees and agents and such technical and professional advisers as it considers necessary for the proper conduct of its activities and may fix the terms and conditions of their engagement. (2) Subject to subsections (3) to (5), the trustees, officers, employees and agents of a museum are not part of the federal public administration. 610 Subsection 27(4) of the Act is replaced by the following: Disposal of property (4) Despite  subsection 99(3) of the  Financial Administration Act , subsection 99(2) of that Act applies to each museum with respect to the sale or other disposal of real property  or immovables . Clause 610 : Existing text of subsection 27(4): (4) Notwithstanding subsection 99(3) of the  Financial Administration Act , subsection 99(2) of that Act applies to each museum with respect to the sale or other disposal of real property. 611 Section 31 of the Act is replaced by the following: Transfer of property 31 The Governor in Council may, by order, vest the administration and control of any real property  or immovable  that is assigned to or vested in a Minister of  His  Majesty in right of Canada or a  department  or  Crown corporation  as defined in the  Financial Administration Act  in a museum, and from the date specified in the order, the administration and control is vested in that museum. Clause 611 : Existing text of section 31: 31 The Governor in Council may, by order, vest the administration and control of any real property that is assigned to or vested in a Minister of Her Majesty in right of Canada or a department or Crown corporation as defined in the  Financial Administration Act  in a museum, and from the date specified in the order, the administration and control is vested in that museum. 1990, c. 22 Plant Protection Act 612 Subsection 44(2) of the English version of the  Plant Protection Act  is replaced by the following: Persons liable (2) The fees, charges and costs are recoverable jointly and severally,  or solidarily , from the owner or occupier of the place or  the  owner of the thing and from the person having the possession, care or control of it immediately before its inspection, treatment, testing, analysis, quarantine, storage, removal, return or disposal or, in the case of a thing seized, confiscated, forfeited, detained or disposed of under this Act or the regulations, immediately before its seizure, confiscation, forfeiture, detention or disposal. Plant Protection Act Clause 612 : Existing text of subsection 44(2): (2) The fees, charges and costs are recoverable jointly and severally from the owner or occupier of the place or owner of the thing and from the person having the possession, care or control of it immediately before its inspection, treatment, testing, analysis, quarantine, storage, removal, return or disposal or, in the case of a thing seized, confiscated, forfeited, detained or disposed of under this Act or the regulations, immediately before its seizure, confiscation, forfeiture, detention or disposal. 1991, c. 22 Farm Income Protection Act 2007, c. 35, s. 159 613 Subsections 15.1(6) and (7) of the English version of the  Farm Income Protection Act  are replaced by the following: No assignments, etc. (6) Except for the purposes of the  Agricultural Marketing Programs Act , an amount in a Net Income  Stabilization  Account of a producer may not be assigned or given as security, and any transaction that purports to do so is void  or, in Quebec, null  to that extent. Exemption from attachment, etc. (7) An amount in a Net Income Stabilization Account of a producer is exempt from attachment, seizure,  garnishment  and execution, except  if  a producer has the status of a bankrupt or if the attachment, seizure,  garnishment  or execution is for the purpose of satisfying the provisions of an agreement or court order relating to separation or divorce that provides for the division of the Account into separate Net Income Stabilization Accounts. Farm Income Protection Act Clause 613 : Existing text of subsections 15.1(6) and (7): (6) Except for the purposes of the  Agricultural Marketing Programs Act , an amount in a Net Income Stabilization Account of a producer may not be assigned or given as security, and any transaction that purports to do so is void to that extent. (7) An amount in a Net Income Stabilization Account of a producer is exempt from attachment, seizure and execution, except in the case of a producer who has the status of a bankrupt, or if the attachment, seizure or execution is for the purpose of satisfying the provisions of an agreement or court order relating to separation or divorce that provides for the division of the Account into separate Net Income Stabilization Accounts. 1991, c. 50; 2001, c. 4, s. 10 Federal Real Property and Federal Immovables Act 2001, c. 4, s. 11(3)(E) 614 (1) Paragraph (a) of the definition  interest  in section 2 of the  Federal Real Property and Federal Immovables Act  is replaced by the following: (a) in relation to land  within Canada elsewhere  than in  the  province  of  Quebec, any estate, right, title or interest in or to the land, and includes an easement, a servitude and a lease, and Federal Real Property and Federal Immovables Act Clause 614 : (1) Relevant portion of the definition: interest  means (a) in relation to land in any province other than Quebec, any estate, right, title or interest in or to the land, and includes an easement, a servitude and a lease, and 2001, c. 4, s. 11(3)(E) (2) The definition  real property  in section 2 of the Act is replaced by the following: real property  means land  within Canada elsewhere  than in  the  province  of  Quebec, and land outside Canada, including mines and minerals, and buildings, structures, improvements and other fixtures on, above or below the surface of the land, and includes an interest therein. ( biens réels ) (2) Existing text of the definition: real property  means land in any province other than Quebec, and land outside Canada, including mines and minerals, and buildings, structures, improvements and other fixtures on, above or below the surface of the land, and includes an interest therein. 1992, c. 33 Status of the Artist Act 615 Paragraph 57(2)(b) of the English version of the  Status of the Artist Act  is replaced by the following: (b) not exceeding fifty thousand dollars, in the case of an officer, employee, director, advisor or agent  or mandatary  of a certified artists’ association or director, advisor or agent  or mandatary  of a producer; or Status of the Artist Act Clause 615 : Relevant portion of subsection 57(2): (2) Every artist, artists’ association or producer that contravenes section 46 is guilty of an offence and liable to a fine ...   (b) not exceeding fifty thousand dollars, in the case of an officer, employee, director, agent or advisor of a certified artists’ association or director, agent or advisor of a producer; or 616 Paragraph 58(2)(b) of the English version of the Act is replaced by the following: (b) any act or thing done or omitted to be done by an officer or  an  agent  or mandatary  of an artists’ association or an association of producers within the scope of the authority  of the  officer or  the  agent  or mandatary  is deemed to be an act or thing done or omitted to be done by the association. Clause 616 : Relevant portion of subsection 58(2): (2) For the purpose of a prosecution under subsection (1), ... (b) any act or thing done or omitted to be done by an officer or agent of an artists’ association or an association of producers within the scope of the officer or agent’s authority is deemed to be an act or thing done or omitted to be done by the association. 1992, c. 47 Contraventions Act 1996, c. 7, s. 1(3) 617 The definition  Attorney General  in section 2 of the  Contraventions Act  is replaced by the following: Attorney General  means the Attorney General of Canada or the Attorney General of a province, and includes  a  counsel or an agent  or mandatary  exercising any of the powers or performing any of the duties and functions of the Attorney General for the purposes of the applicable laws of a province or this Act, as the case may be; ( procureur général ) Contraventions Act Clause 617 : Existing text of the definition: Attorney General  means the Attorney General of Canada or the Attorney General of a province, and includes counsel or an agent exercising any of the powers or performing any of the duties and functions of the Attorney General for the purposes of the applicable laws of a province or this Act, as the case may be; ( procureur général ) 1996, c. 7, s. 37 618 The portion of subsection 65.2(2) of the English version of the Act before paragraph (a) is replaced by the following: Particular agreements (2) The Minister may enter into an agreement with the government of a province or with any provincial, municipal or local authority or any  representative of that government or authority  respecting, in particular, any of the following matters: Clause 618 : Relevant portion of subsection 65.2(2): (2) The Minister may enter into an agreement with the government of a province or with any provincial, municipal or local authority or any agent thereof respecting, in particular, any of the following matters: 1995, c. 11 Department of Canadian Heritage Act 619 Subparagraphs 7(b)(i) and (ii) of the  Department of Canadian Heritage Act  are replaced by the following: (i) acquire or seek to acquire any property by way of gift, bequest or  otherwise , and (ii) subject to the  Surplus Crown Assets Act  and to the terms and conditions on which the property was acquired, hold, administer, invest, expend, sell, exchange or otherwise dispose of  or lease  that property; and Department of Canadian Heritage Act Clause 619 : Relevant portion of section 7: 7 To facilitate the implementation of any program of the Minister under this Act, the Minister may ...   (b) subject to the  Federal Real Property and Federal Immovables Act  and any direction made by the Treasury Board, (i) acquire or seek to acquire any property by way of gift, bequest or other form of donation, and (ii) subject to the  Surplus Crown Assets Act  and to the terms and conditions on which the property was acquired, hold, administer, invest, expend, sell, exchange or otherwise dispose of that property; and 1995, c. 40 Agriculture and Agri-Food Administrative Monetary Penalties Act 620 Subsection 20(2) of the English version of the  Agriculture and Agri-Food Administrative Monetary Penalties Act  is replaced by the following: Vicarious liability — employees and agents or mandataries (2) A person is liable for a violation that is committed by any employee or  any  agent  or mandatary  of the person acting in the course of the employee’s employment or the scope of the authority  of the agent or mandatary , whether or not the employee or  the  agent  or mandatary  who actually committed the violation is identified or proceeded against in accordance with this Act. Agriculture and Agri-Food Administrative Monetary Penalties Act Clause 620 : Existing text of subsection 20(2): (2) A person is liable for a violation that is committed by any employee or agent of the person acting in the course of the employee’s employment or the scope of the agent’s authority, whether or not the employee or agent who actually committed the violation is identified or proceeded against in accordance with this Act. 1997, c. 6 Canadian Food Inspection Agency Act 621 Paragraphs 30(a) and (a.1) of the  Canadian Food Inspection Agency Act  are replaced by the following: (a) payments for the sale, exchange, transfer or other disposition  of, or for the  lease or loan of, personal or movable property; (a.1) payments for the sale, transfer, or other disposition  of, or for the  lease of, real or immovable property; Canadian Food Inspection Agency Act Clause 621 : Relevant portion of section 30: 30 In carrying out its responsibilities, the Agency may spend money that Parliament appropriates to it and revenues received by it through the conduct of its operations, including (a) payments for the sale, exchange, lease, loan, transfer or other disposition of personal or movable property; (a.1) payments for the sale, lease or other disposition or transfer of real or immovable property; 1997, c. 13; 2018, c. 9, s. 2 Tobacco and Vaping Products Act 622 Section 54 of the English version of the  Tobacco and Vaping Products Act  is replaced by the following: Proof of offence 54 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or  an  agent  or mandatary  of the accused, whether or not the employee or  the  agent  or mandatary  is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused and that the accused exercised all due diligence to prevent its commission. Tobacco and Vaping Products Act Clause 622 : Existing text of section 54: 54 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or agent of the accused, whether or not the employee or agent is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused and that the accused exercised all due diligence to prevent its commission. 623 Paragraph 59(d) of the English version of the Act is replaced by the following: (d) directing the offender to post  a  bond,  provide a suretyship  or pay into court  an  amount of money that will ensure compliance with an order made  under  this section; Clause 623 : Relevant portion of section 59: 59 When the court is sentencing an offender who has been convicted of an offence under this Act, in addition to any other punishment that may be imposed, the court may, having regard to the nature of the offence and the circumstances surrounding its commission, make an order having any or all of the following effects: ...   (d) directing the offender to post any bond or pay any amount of money into court that will ensure compliance with an order made pursuant to this section; 1997, c. 20 Agricultural Marketing Programs Act 624 Section 38 of the English version of the  Agricultural Marketing Programs Act  is replaced by the following: Prosecution of partnership 38 (1) A prosecution under this Act against a partnership may be brought in the name of the partnership and, for the purpose of the prosecution, the partnership is deemed to be a person. Anything done or omitted by a partner or  an  agent  or mandatary  of the partnership within the scope of their authority to act on behalf of the partnership is deemed to have been done or omitted by the partnership. Officers, etc., of corporations or partnerships (2) If a corporation or partnership commits an offence under this Act, whether or not it has been prosecuted or convicted, any officer, director, partner or agent  or mandatary  of the corporation or partnership who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable to the punishment provided for the offence. Agricultural Marketing Programs Act Clause 624 : Existing text of section 38: 38 (1) A prosecution under this Act against a partnership may be brought in the name of the partnership and, for the purpose of the prosecution, the partnership is deemed to be a person. Anything done or omitted by a partner or agent of the partnership within the scope of their authority to act on behalf of the partnership is deemed to have been done or omitted by the partnership. (2) If a corporation or partnership commits an offence under this Act, whether or not it has been prosecuted or convicted, any officer, director, partner or agent of the corporation or partnership who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable to the punishment provided for the offence. 625 Subsection 48(2) of the English version of the Act is replaced by the following: References (2) Every reference to the Board in any deed, contract or other document executed  or, in Quebec, signed  by the Board in its own name is to be read as a reference to  His  Majesty, unless the context requires otherwise. Clause 625 : Existing text of subsection 48(2): (2) Every reference to the Board in any deed, contract or other document executed by the Board in its own name is to be read as a reference to Her Majesty, unless the context requires otherwise. 1997, c. 33 Anti-Personnel Mines Convention Implementation Act 626 Section 22 of the  Anti-Personnel Mines Convention Implementation Act  is replaced by the following: Forfeiture 22 (1) If a person is convicted of an offence under this Act, the convicting court may, in addition to any punishment imposed, order that any thing seized by means of which or in respect of which the offence was committed be forfeited. On the making of that order, the thing is forfeited to  His  Majesty in right of Canada and may be disposed of  or leased  as the Minister directs. Exception (2) Subsection (1) does not apply to real property  or immovables  other than real property  or immovables  built or significantly modified for the purpose of facilitating the commission of an offence under this Act. Anti-Personnel Mines Convention Implementation Act Clause 626 : Existing text of section 22: 22 (1) If a person is convicted of an offence under this Act, the convicting court may, in addition to any punishment imposed, order that any thing seized by means of which or in respect of which the offence was committed be forfeited. On the making of that order, the thing is forfeited to Her Majesty in right of Canada and may be disposed of as the Minister directs. (2) Subsection (1) does not apply to real property other than real property built or significantly modified for the purpose of facilitating the commission of an offence under this Act. 1999, c. 23 Foreign Publishers Advertising Services Act 627 Section 11 of the English version of the  Foreign Publishers Advertising Services Act  is replaced by the following: Offences by corporate officers, etc. 11 If a corporation commits an offence under this Act, any officer,  any  director or  any  agent  or mandatary  of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted. Foreign Publishers Advertising Services Act Clause 627 : Existing text of section 11: 11 If a corporation commits an offence under this Act, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted. 628 Section 12 of the Act is replaced by the following: Offences by employees or agents or mandataries 12 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or  an  agent  or mandatary  of the accused, whether or not the employee or  the  agent  or mandatary  is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the  accused  and that the accused exercised all due diligence to prevent its commission. Clause 628 : Existing text of section 12: 12 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or agent of the accused, whether or not the employee or agent is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused and that the accused exercised all due diligence to prevent its commission. 2002, c. 28 Pest Control Products Act 629 Subsection 70(1) of the English version of the  Pest Control Products Act  is replaced by the following: Officers, etc., of corporations 70 (1) If a corporation commits an offence under this Act, any officer, director or agent  or mandatary  of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted or convicted. Pest Control Products Act Clause 629 : Existing text of subsection 70(1): 70 (1) If a corporation commits an offence under this Act, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted or convicted. 630 Paragraph 77(1)(f) of the English version of the Act is replaced by the following: (f) directing the offender to post a bond,  provide a suretyship  or pay into court an amount of money that the court considers appropriate to ensure compliance with any condition required under this section; Clause 630 : Relevant portion of subsection 77(1): 77 (1) When an offender is convicted of an offence under this Act, the court may, having regard to the nature of the offence and the circumstances surrounding its commission, in addition to any other punishment that may be imposed under this Act, make an order that has any or all of the following effects: ...   (f) directing the offender to post a bond or pay an amount of money into court that the court considers appropriate to ensure compliance with any condition required under this section; 2005, c. 46 Public Servants Disclosure Protection Act 631 Subsection 13(2) of the  Public Servants Disclosure Protection Act  is replaced by the following: Exception (2) Nothing in this Act authorizes a public servant to disclose to the Commissioner a confidence of the  King’s  Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies or any information that is subject to solicitor-client privilege  or the professional secrecy of advocates and notaries or to litigation privilege . The Commissioner may not use the confidence or information if it is disclosed. Public Servants Disclosure Protection Act Clause 631 : Existing text of subsection 13(2): (2) Nothing in this Act authorizes a public servant to disclose to the Commissioner a confidence of the Queen’s Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies or any information that is subject to solicitor-client privilege. The Commissioner may not use the confidence or information if it is disclosed. 2006, c. 9, s. 203 632 Subsection 25.1(9) of the English version of the Act is replaced by the following: Relationship (9) The relationship between the public servant or person to whom access to legal advice is provided under this section and the legal counsel providing the advice is that of solicitor and client  or, in Quebec, advocate and client . Clause 632 : Existing text of subsection 25.1(9): (9) The relationship between the public servant or person to whom access to legal advice is provided under this section and the legal counsel providing the advice is that of solicitor and client. 633 Subsection 30(1) of the Act is replaced by the following: Exception 30 (1) Sections 28 and 29 do not apply in respect of a confidence of the  King’s  Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies or information that is subject to solicitor-client privilege  or the professional secrecy of advocates and notaries or to litigation privilege . The Commissioner may not use the confidence or information if it is nevertheless received under section 28 or 29. Clause 633 : Existing text of subsection 30(1): 30 (1) Sections 28 and 29 do not apply in respect of a confidence of the Queen’s Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies or information that is subject to solicitor-client privilege. The Commissioner may not use the confidence or information if it is nevertheless received under section 28 or 29. 634 Subsection 33(2) of the Act is replaced by the following: Restriction (2) The Commissioner may not, in the course of an investigation commenced under subsection (1), use a confidence of the  King’s  Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies, or information that is subject to solicitor-client privilege  or the professional secrecy of advocates and notaries or to litigation privilege , if the confidence or information is disclosed to the Commissioner. Clause 634 : Existing text of subsection 33(2): (2) The Commissioner may not, in the course of an investigation commenced under subsection (1), use a confidence of the Queen’s Privy Council for Canada in respect of which subsection 39(1) of the  Canada Evidence Act  applies, or information that is subject to solicitor-client privilege, if the confidence or information is disclosed to the Commissioner. 635 (1) The portion of section 47 of the Act before paragraph (a) is replaced by the following: Defamation 47 No action in defamation lies with respect to Clause 635 : (1) and (2) Relevant portion of section 47: 47 For the purposes of any law relating to libel or slander, (a) anything said, any information supplied or any document or thing produced in the course of an investigation under this Act by or on behalf of the Commissioner is privileged if it was said, supplied or produced in good faith; and (b) any report under this Act made in good faith by the Commissioner is privileged, and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast is privileged. (2) Paragraphs 47(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in the course of an investigation under this Act by or on behalf of the Commissioner if it was said, supplied or produced in good faith; and (b) any report under this Act made in good faith by the Commissioner and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. 636 Paragraph 49(1)(b) of the Act is replaced by the following: (b) is subject to solicitor-client privilege  or the professional secrecy of advocates and notaries or to litigation privilege ; Clause 636 : Relevant portion of subsection 49(1): 49 (1) Subject to subsections (2) and (3), when referring any matter under section 34 or making a report under section 38, the Commissioner shall not disclose any information that the Government of Canada or any portion of the public sector is taking measures to protect, including, but not limited to, information that ...   (b) is subject to solicitor-client privilege; 2006, c. 9, s. 2 Conflict of Interest Act 637 The portion of the definition  exempt assets  in section 20 of the  Conflict of Interest Act  before paragraph (a) is replaced by the following: exempt assets  means assets and interests  or rights  in assets for the private use of public office holders and the members of their family and assets that are not of a commercial character, including the following: Conflict of Interest Act Clause 637 : Relevant portion of the definition: exempt assets  means assets and interests in assets for the private use of public office holders and the members of their family and assets that are not of a commercial character, including the following: 638 Subsection 35(1) of the Act is replaced by the following: Prohibition on contracting 35 (1) No former reporting public office holder shall enter into a contract  for services or of enterprise  with, accept an appointment to a board of directors of, or accept an offer of employment with, an entity with which he or she had direct and significant official dealings during the period of one year immediately before his or her last day in office. Clause 638 : Existing text of subsection 35(1): 35 (1) No former reporting public office holder shall enter into a contract of service with, accept an appointment to a board of directors of, or accept an offer of employment with, an entity with which he or she had direct and significant official dealings during the period of one year immediately before his or her last day in office. 639 Subparagraph 51(2)(b)(iii) of the Act is replaced by the following: (iii) information that is subject to solicitor-client privilege  or the professional secrecy of advocates and notaries or to litigation privilege , Clause 639 : Relevant portion of subsection 51(2): (2) If a public office holder has recused himself or herself in respect of a matter and a public declaration is made in respect of that recusal under subsection 25(1) or section 30, ...   (b) no publication of the declaration shall include any detail that could reveal, directly or indirectly, any of the following: ...   (iii) information that is subject to solicitor-client privilege, Coordinating Amendments 2005, c. 54 640 (1) In this section,  other Act  means  An Act to amend certain Acts in relation to financial institutions , chapter 54 of the Statutes of Canada, 2005. (2) If subsection 27(2) of the other Act comes into force before section  26  of this Act, then that section  26  is deemed never to have come into force and is repealed. (3) If subsection 27(2) of the other Act comes into force on the same day as section  26  of this Act, then that section  26  is deemed to have come into force before that subsection 27(2). (4) If subsection 239(2) of the other Act comes into force before section  266  of this Act, then that section  266  is deemed never to have come into force and is repealed. (5) If subsection 239(2) of the other Act comes into force on the same day as section  266  of this Act, then that section  266  is deemed to have come into force before that subsection 239(2). (6) If subsection 322(2) of the other Act comes into force before section  355  of this Act, then that section  355  is deemed never to have come into force and is repealed. (7) If subsection 322(2) of the other Act comes into force on the same day as section  355  of this Act, then that section  355  is deemed to have come into force before that subsection 322(2). (8) If subsection 392(2) of the other Act comes into force before section  409  of this Act, then that section  409  is deemed never to have come into force and is repealed. (9) If subsection 392(2) of the other Act comes into force on the same day as section  409  of this Act, then that section  409  is deemed to have come into force before that subsection 392(2). 2007, c. 6 641 On the first day on which both subsection 28(1) of  An Act to amend the law governing financial institutions and to provide for related and consequential matters , chapter 6 of the Statutes of Canada, 2007, and subsection  77 (6) of this Act are in force, paragraph 427(4)(a) of the English version of the  Bank Act  is replaced by the following: (a) the rights and powers of the bank in respect of property covered by the security are void as against or, in Quebec, may not be set up against, creditors of the person giving the security and persons who, subsequently and in good faith, purchase, or take a mortgage or hypothec on, the property covered by the security unless a notice of intention was provided to the bank by the person giving the security and registered by the bank in the system of registration not more than three years immediately before the security was given; 2018, c. 12 642 (1) In this section,  other Act  means the  Budget Implementation Act, 2018, No. 1 . (2) If section 311 of the other Act comes into force before section  449  of this Act, then (a) that section  449  is deemed never to have come into force and is repealed; (b) the portion of paragraph 411(1)(a) of the English version of the  Trust and Loan Companies Act  before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraph 411(2)(a) of the English version of the  Trust and Loan Companies Act  is replaced by the following: (a) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 411.1 of the English version of the  Trust and Loan Companies Act  is replaced by the following: Regulations 411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (3) If section  449  of this Act comes into force before section 311 of the other Act, then the English version of that section 311 is amended by (a) replacing the portion of the paragraph 411(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraph 411(2)(a) that it enacts with the following: (a) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 411.1 that it enacts with the following: Regulations 411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (4) If section 311 of the other Act comes into force on the same day as section  449  of this Act, then that section 311 is deemed to have come into force before that section  449  and subsection (2) applies as a consequence. (5) If section 314 of the other Act comes into force before section  504  of this Act, then (a) that section  504  is deemed never to have come into force and is repealed; and (b) paragraph 483(1)(c) of the English version of the  Trust and Loan Companies Act  is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (6) If section 314 of the other Act and section  504  of this Act come into force on the same day, then that section  504  is deemed to have come into force before that section 314. (7) If section 317 of the other Act comes into force before section  69  of this Act, then (a) that section  69  is deemed never to have come into force and is repealed; (b) the portion of paragraph 411(1)(a) of the English version of the  Bank Act  before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 411(2)(a) to (c) of the English version of the  Bank Act  are replaced by the following: (a) respecting the disclosure of the name of the person for whom a bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 411.1 of the English version of the  Bank Act  is replaced by the following: Regulations 411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (8) If section  69  of this Act comes into force before section 317 of the other Act, then the English version of that section 317 is amended by (a) replacing the portion of the paragraph 411(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 411(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom a bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 411.1 that it enacts with the following: Regulations 411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (9) If section 317 of the other Act comes into force on the same day as section  69  of this Act, then that section 317 is deemed to have come into force before that section  69  and subsection (7) applies as a consequence. (10) If section 320 of the other Act comes into force before section  505  of this Act, then (a) that section  505  is deemed never to have come into force and is repealed; (b) paragraph 495(1)(c) of the English version of the  Bank Act  is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (11) If section 320 of the other Act and section  505  of this Act come into force on the same day, then that section  505  is deemed to have come into force before that section 320. (12) If section 325 of the other Act comes into force before section  106  of this Act, then (a) that section  106  is deemed never to have come into force and is repealed; (b) the portion of paragraph 543(1)(a) of the English version of the  Bank Act  before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 543(2)(a) to (c) of the English version of the  Bank Act  are replaced by the following: (a) respecting the disclosure of the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which an authorized foreign bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 543.1 of the English version of the  Bank Act  is replaced by the following: Regulations 543.1 The Governor in Council may, for the purposes of section 538 and subsection 543(1), make regulations respecting what an authorized foreign bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (13) If section  106  of this Act comes into force before section 325 of the other Act, then the English version of that section 325 is amended by (a) replacing the portion of the paragraph 543(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 543(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which an authorized foreign bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 543.1 that it enacts with the following: Regulations 543.1 The Governor in Council may, for the purposes of section 538 and subsection 543(1), make regulations respecting what an authorized foreign bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (14) If section 325 of the other Act comes into force on the same day as section  106  of this Act, then that section 325 is deemed to have come into force before that section  106  and subsection (12) applies as a consequence. (15) If section 330 of the other Act comes into force before section  302  of this Act, then (a) that section  302  is deemed never to have come into force and is repealed; (b) the portion of paragraph 442(1)(a) of the English version of the  Insurance Companies Act  before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 442(2)(a) to (c) of the English version of the  Insurance Companies Act  are replaced by the following: (a) respecting the disclosure of the name of the person for whom a company is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a company when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 442.1 of the English version of the  Insurance Companies Act  is replaced by the following: Regulations 442.1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (16) If section  302  of this Act comes into force before section 330 of the other Act, then the English version of that section 330 is amended by (a) replacing the portion of the paragraph 442(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 442(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom a company is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a company when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 442.1 that it enacts with the following: Regulations 442.1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (17) If section 330 of the other Act comes into force on the same day as section  302  of this Act, then that section 330 is deemed to have come into force before that section  302  and subsection (15) applies as a consequence. (18) If section 333 of the other Act comes into force before section  506  of this Act, then (a) that section  506  is deemed never to have come into force and is repealed; and (b) paragraph 528(1)(c) of the English version of the  Insurance Companies Act  is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (19) If section 333 of the other Act and section  506  of this Act come into force on the same day, then that section  506  is deemed to have come into force before that section 333. (20) If section 334 of the other Act comes into force before subsection  323 (2) of this Act, then (a) that subsection  323 (2) is deemed never to have come into force and is repealed; (b) the portion of paragraph 542(2)(d) of the English version of the  Insurance Companies Act  before subparagraph (i) is replaced by the following: (d) subject to the regulations, act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by (c) paragraph 542(6)(c) of the English version of the  Insurance Companies Ac t is replaced by the following: (c) respecting what a society is prohibited from doing when acting as an agent or mandatary or when making referrals. (21) If subsection  323 (2) of this Act comes into force before section 334 of the other Act, then the English version of that section 334 is amended by (a) replacing the portion of the paragraph 542(2)(d) that it enacts before subparagraph (i) with the following: (d) subject to the regulations, act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by (b) replacing the paragraph 542(6)(c) that it enacts with the following: (c) respecting what a society is prohibited from doing when acting as an agent or mandatary or when making referrals. (22) If section 334 of the other Act comes into force on the same day as subsection  323 (2) of this Act, then that section 334 is deemed to have come into force before that subsection  323 (2) and subsection (20) applies as a consequence.