Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
397. Subsection 271(3) of the Act is replaced by the following:
Marginal note:Application of certain provisions
(3) Subsections 262(5) and (5.1) and sections 263 and 265 to 268 apply, with any modifications that the circumstances require, in respect of a central securities register.
398. (1) The portion of paragraph 331(3)(b) of the Act before subparagraph (i) is replaced by the following:
(b) a list of the subsidiaries of the company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 499 or pursuant to a realization of security in accordance with section 500 and which the company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
(2) Section 331 of the Act is amended by adding the following after subsection (5):
Marginal note:Regulations
(6) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(b).
Marginal note:1997, c. 15, s. 235
399. Section 335 of the Act is replaced by the following:
Marginal note:Copy to Superintendent
335. (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 331(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders and policyholders of the company.
Marginal note:Later filing
(2) If a company’s shareholders and policyholders sign a resolution under paragraph 158(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 331(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
400. (1) Subparagraph 338(2)(b)(iii) of the French version of the Act is replaced by the following:
(iii) soit a été séquestre, séquestre-gérant, liquidateur ou syndic de faillite de toute entité du groupe dont fait partie la société dans les deux ans précédant la date de la proposition de sa nomination au poste de vérificateur, sauf si l’entité est une filiale de la société acquise conformément à l’article 499 ou dont l’acquisition découle de la réalisation d’une sûreté en vertu de l’article 500.
(2) Subsection 338(3) of the Act is replaced by the following:
Marginal note:Notice of designation
(3) Within fifteen days after the appointment of a firm of accountants as auditor of a company, the company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the company on behalf of the firm and the company shall forthwith notify the Superintendent in writing of the designation.
(3) Subsection 338(4) of the French version of the Act is replaced by the following:
Marginal note:Remplacement d’un membre désigné
(4) Si, pour une raison quelconque, le membre désigné cesse de remplir ses fonctions, la société et le cabinet de comptables peuvent désigner conjointement un autre membre qui remplit les conditions du paragraphe (1); la société en avise sans délai par écrit le surintendant.
Marginal note:1993, c. 34, s. 79; 1997, c. 15, s. 241; 1999, c. 1, s. 7
401. Subsections 407(3) to (5) of the Act are replaced by the following:
Marginal note:Exemption
(3) On application by a company, other than a converted company in respect of which subsection (4) or (11) applies or a company to which subsection (5) or (12) applies, the Superintendent may exempt from the application of subsection (1) and section 408 any class of non-voting shares of the company if
(a) the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company; or
(b) in the case of a mutual company, the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company and the surplus of the company.
Marginal note:Limitations on share holdings
(4) Despite subsection (1), no person may be a major shareholder of a converted company having an aggregate of surplus and minority interests of five billion dollars or more according to its last annual statement dated before the effective date of the letters patent of conversion of the converted company.
Marginal note:Exception
(5) Subsection (4) does not apply to a widely held company that controls, within the meaning of paragraph 3(1)(d), a converted company if it
(a) controlled the converted company on the day on which the letters patent of conversion that gave effect to the conversion of the converted company became effective and it has continued to control, within the meaning of that paragraph, the converted company since that day; or
(b) acquired control, within the meaning of that paragraph, of the converted company under section 28.1 or 28.2 and it has continued to control, within the meaning of that paragraph, the converted company since the day it acquired control.
Marginal note:Exception — widely held insurance holding company
(6) Subsection (4) does not apply to a widely held insurance holding company that controls, within the meaning of paragraph 3(1)(d), the converted company if
(a) the insurance holding company acquired control, within the meaning of that paragraph, of the converted company or of the company to which subsection (5) applies, as the case may be, under section 714 or 715 and the insurance holding company has continued to control, within the meaning of that paragraph, the converted company since the day the insurance holding company acquired control; or
(b) the converted company was a subsidiary of the company to which subsection (5) applies that was continued under section 721 as the insurance holding company and the insurance holding company has continued to control, within the meaning of paragraph 3(1)(d), the converted company since the day it came into existence as an insurance holding company.
Marginal note:Exception — other entities
(7) Subsection (4) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the converted company if the entity is controlled, within the meaning of paragraph 3(1)(d), by a company to which subsection (5) applies, or by an insurance holding company to which subsection (6) applies, that is permitted under that subsection to be a major shareholder of the converted company.
Marginal note:Exception
(8) The Minister may, at any time after the day that is two years after December 31, 1999, by order, determine that subsection (4) no longer applies in respect of any particular company.
Marginal note:Limitation on share holdings
(9) Despite subsection (1), no person may be a major shareholder of a company to which subsection (5) applies.
Marginal note:Exception
(10) Subsection (9) does not apply to a widely held insurance holding company that controls, within the meaning of paragraph 3(1)(d), a company to which subsection (5) applies if the insurance holding company acquired control, within the meaning of that paragraph, of the company under section 714 or 715 and the insurance holding company has continued to control, within the meaning of that paragraph, the company since the day the insurance holding company acquired control.
Marginal note:Limitations on share holdings
(11) Despite subsection (1), until a day that is two years after December 31, 1999, no person may have a significant interest in any class of shares of a converted company having an aggregate of surplus and minority interests in an amount that is one billion dollars or more but less than five billion dollars, according to its last annual statement dated before the effective date of the letters patent of conversion of the converted company.
Marginal note:Exception
(12) Subsection (11) does not apply to a company if no person has a significant interest in any class of shares of the company and the company controls, within the meaning of paragraph 3(1)(d), the converted company if it
(a) controlled the converted company on the day on which the letters patent of conversion that gave effect to the conversion of the converted company became effective and it has continued to control, within the meaning of that paragraph, the converted company since that day; or
(b) acquired control, within the meaning of that paragraph, of the converted company under section 28.1 or 28.2 and it has continued to control, within the meaning of that paragraph, the converted company since the day it acquired control.
Marginal note:Exception — insurance holding company
(13) Subsection (11) does not apply to an insurance holding company if no person has a significant interest in any class of shares of the insurance holding company and the insurance holding company controls, within the meaning of paragraph 3(1)(d), the converted company if
(a) the insurance holding company acquired control, within the meaning of that paragraph, of the converted company or of the company to which subsection (12) applies, as the case may be, under section 714 or 715 and the insurance holding company has continued to control, within the meaning of that paragraph, the converted company since the day the insurance holding company acquired control; or
(b) the converted company was a subsidiary of the company to which subsection (12) applies that was continued under section 721 as the insurance holding company and the insurance holding company has continued to control, within the meaning of that paragraph, the converted company since the day it came into existence as an insurance holding company.
Marginal note:Exception — other entities
(14) Subsection (11) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the converted company if the entity is controlled, within the meaning of that paragraph, by a company to which subsection (12) applies, or by an insurance holding company to which subsection (13) applies, that is permitted under that subsection to have a significant interest in any class of shares of the converted company.
Marginal note:Limitation on share holdings
(15) Despite subsection (1), no person may have a significant interest in any class of shares of a company to which subsection (12) applies.
Marginal note:Exception
(16) Subsection (15) does not apply to an insurance holding company that controls, within the meaning of paragraph 3(1)(d), a company to which subsection (12) applies if
(a) no person has a significant interest in any class of shares of the insurance holding company; and
(b) the insurance holding company acquired control, within the meaning of that paragraph, under section 714 or 715 of the company to which subsection (12) applies and the insurance holding company has continued to control, within the meaning of that paragraph, the company since the day the insurance holding company acquired control.
Marginal note:Deeming
(17) For the purposes of this Act, if the Minister makes an order under subsection (8) to the effect that subsection (4) no longer applies in respect of a particular company,
(a) the particular company is deemed, as of the effective date of the order, to no longer be a company in respect of which subsection (4) applies;
(b) a widely held company that controls, within the meaning of paragraph 3(1)(d), the particular company in the circumstances referred to in subsection (5) is deemed, as of the effective date of the order, to no longer be a company to which subsection (5) applies; and
(c) a widely held insurance holding company that controls, within the meaning of paragraph 3(1)(d), the particular company in the circumstances referred to in subsection (6) is deemed, as of the effective date of the order, to no longer be an insurance holding company to which subsection (6) applies.
Marginal note:Deeming
(18) For the purposes of this Act, after the day that is two years after December 31, 1999,
(a) a converted company having an aggregate of surplus and minority interests in an amount that is one billion dollars or more but less than five billion dollars, according to its last annual statement dated before the effective date of the letters patent of conversion of the converted company is deemed to no longer be a company in respect of which subsection (11) applies;
(b) a company that controls, within the meaning of paragraph 3(1)(d), a converted company referred to in paragraph (a) in the circumstances referred to in subsection (12) is deemed to no longer be a company to which subsection (12) applies; and
(c) an insurance holding company that controls, within the meaning of paragraph 3(1)(d), a converted company referred to in paragraph (a) in the circumstances referred to in subsection (13) is deemed to no longer be an insurance holding company to which subsection (13) applies.
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