Marginal note:Subsidiaries

48. Despite subsections 47(1) and (2), a subsidiary of a company may use the company’s name in its name.

Marginal note:Definition of “reserved name”

• 48.1 (1) In this section, “reserved name” means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

• Marginal note:Termination of control required in certain cases

  (2) No person, other than a financial institution, who

  • (a) is carrying on business in Canada under a reserved name, and

  • (b) has control or acquires control of a company,

  shall control the company on the later of

  • (c) one year after this section comes into force, and

  • (d) one year after the date of acquisition of the control.

• Marginal note:Prohibition

  (3) No person, other than a financial institution, who

  • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

  • (b) has control or acquires control of a company,

  shall control the company on the later of

  • (c) one year after this section comes into force, and

  • (d) one year after the date of the acquisition of the control.

• Marginal note:Continuing control prohibited

  (4) Notwithstanding subsection (3), where a financial institution controls an entity that

  • (a) is not a financial institution,

  • (b) carries on business in Canada under a reserved name, and

  • (c) has control or acquires control of a company,

  the entity shall not control the company on the later of

  • (d) one year after this section comes into force, and

  • (e) one year after the date on which the entity acquires control of the company.

• Marginal note:Exceptions

  (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force.

Marginal note:First directors’ meeting

• 49. (1) After letters patent incorporating a company are issued, a meeting of the directors of the company shall be held at which the directors may, subject to this Part,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the company;

  • (d) appoint officers;

  • (e) appoint an auditor to hold office until the first meeting of shareholders;

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the company.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 185(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company.