Bank Act (S.C. 1991, c. 46)

Marginal note:Approval

• 226. (1) The directors of each applicant must submit an amalgamation agreement for approval to a meeting of the shareholders of the applicant — or, if the applicant is a federal credit union, to a meeting of its members and to a meeting of its shareholders, if any.

• Marginal note:Right to vote

  (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

• Marginal note:Separate vote for class or series

  (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

• Marginal note:Special resolution

  (4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant bank or body corporate have approved the amalgamation by special resolution or, if an applicant bank is a federal credit union, the members and shareholders, if any, have approved the amalgamation by separate special resolutions.

• Marginal note:Termination

  (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even if the agreement has been approved by the shareholders — or the members and shareholders, if any — of all or any of the applicant banks or bodies corporate.

Marginal note:Members of amalgamated federal credit union

226.1 On the issuance of letters patent amalgamating and continuing two or more federal credit unions as one federal credit union, the members of the federal credit unions become members of the amalgamated federal credit union.

Marginal note:Vertical short-form amalgamation

• 227. (1) A bank, other than a federal credit union, may, without complying with sections 224 to 226, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the bank and

  • (a) the amalgamation is approved by a resolution of the directors of the bank and of each amalgamating subsidiary; and

  • (b) the resolutions provide that

    • (i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,

    • (ii) the letters patent of amalgamation and the by-laws of the amalgamated bank will be the same as the incorporating instrument and the by-laws of the amalgamating bank that is the holding body corporate, and

    • (iii) no securities will be issued by the amalgamated bank in connection with the amalgamation.

• Marginal note:Horizontal short-form amalgamation

  (2) Two or more bodies corporate incorporated by or under an Act of Parliament, none of which is a federal credit union, may amalgamate and continue as one bank, without complying with sections 224 to 226 if

  • (a) at least one of the applicants is a bank;

  • (b) the applicants are all wholly-owned subsidiaries of the same holding body corporate;

  • (c) the amalgamation is approved by a resolution of the directors of each of the applicants; and

  • (d) the resolutions provide that

    • (i) the shares of all applicants, except those of one of the applicants that is a bank, will be cancelled without any repayment of capital in respect thereof,

    • (ii) the letters patent of amalgamation and the by-laws of the amalgamated bank will be the same as the incorporating instrument and the by-laws of the amalgamating bank whose shares are not cancelled, and

    • (iii) the stated capital of the amalgamating banks and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating bank whose shares are not cancelled.