Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
504. The portion of subsection 217(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Indemnisation
217. (1) La société peut indemniser ses administrateurs ou ses dirigeants — ou leurs prédécesseurs —, ainsi que les personnes qui, à sa demande, agissent ou ont agi en cette qualité pour une entité dont elle est ou a été actionnaire ou créancière, de tous leurs frais, y compris les montants versés en règlement d’une action ou pour satisfaire à un jugement, entraînés par des procédures civiles, pénales ou administratives auxquelles ils étaient parties en cette qualité, sauf à l’occasion d’actions intentées par la société ou pour son compte en vue d’obtenir un jugement favorable, si :
505. Section 220 of the Act is replaced by the following:
Marginal note:Incorporating instrument
220. On the application of a company duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company.
506. Subsection 221(1) of the Act is replaced by the following:
Marginal note:Letters patent to amend
221. (1) On receipt of an application referred to in section 220, the Minister may issue letters patent to effect the proposal.
507. (1) Subsection 222(1) of the Act is amended by striking out the word “or” at the end of paragraph (i) and by adding the following after paragraph (i):
(i.1) change the name of the company; or
(2) Subsection 222(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws referred to in paragraph (1)(i.1), approved by the Superintendent.
508. Subsection 226(1) of the Act is replaced by the following:
Marginal note:Proposal to amend
226. (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a company may, in accordance with sections 146 and 147, make a proposal to make an application referred to in section 220 or to make, amend or repeal the by-laws referred to in subsection 222(1) of the company.
509. Subsection 233(3) of the Act is replaced by the following:
Marginal note:Application of sections 22 to 25
(3) If two or more bodies corporate, none of which is a company, apply for letters patent under subsection (1), sections 22 to 25 apply in respect of the application with any modifications that the circumstances require.
Marginal note:Matters for consideration
(4) Before issuing letters patent of amalgamation continuing the applicants as one company, the Minister shall take into account all matters that the Minister considers relevant to the application, including
(a) the sources of continuing financial support for the amalgamated company;
(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated company;
(c) the business record and experience of the applicants;
(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;
(e) whether the amalgamated company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses; and
(g) the best interests of the financial system in Canada.
510. The Act is amended by adding the following after section 234:
Marginal note:Court enforcement
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.
Marginal note:Appeal
(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
511. (1) Section 244 of the Act is amended by adding the following after subsection (5):
Marginal note:Electronic access
(5.1) A company may make the information contained in records referred to in subsection 243(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
(2) Subsection 244(6) of the French version of the Act is replaced by the following:
Marginal note:Exemplaires
(6) Les actionnaires peuvent sur demande et sans frais, une fois par année civile, obtenir un exemplaire des règlements administratifs de la société.
512. Subsection 250(1) of the Act is replaced by the following:
Marginal note:Location and processing of information
250. (1) Subject to subsection (3), a company shall maintain and process in Canada any information or data relating to the preparation and maintenance of the records referred to in section 243 unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the company from the application of this section.
513. Subsection 253(3) of the Act is replaced by the following:
Marginal note:Application of certain provisions
(3) Subsections 244(5) and (5.1) and sections 245 and 247 to 250 apply, with any modifications that the circumstances require, in respect of a central securities register.
514. (1) The portion of paragraph 313(3)(a) of the Act before subparagraph (i) is replaced by the following:
(a) 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 457 or pursuant to a realization of security in accordance with section 458 and which the company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
(2) Section 313 of the Act is amended by adding the following after subsection (4):
Marginal note:Regulations
(5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).
Marginal note:1997, c. 15, s. 371
515. Section 317 of the Act is replaced by the following:
Marginal note:Copy to Superintendent
317. (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the company.
Marginal note:Later filing
(2) If a company’s shareholders sign a resolution under paragraph 155(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 313(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
516. (1) Subsection 320(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.
(2) Subsection 320(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.
517. Subsection 374(2) of the Act is replaced by the following:
Marginal note:Priority not affected
(2) Nothing in subsection (1) prejudices or affects the priority of any holder of any security interest in any property of a company.
518. Subsections 375(3) to (5) of the Act are replaced by the following:
Marginal note:Exemption
(3) On application by a company, the Superintendent may exempt from the application of this section and section 376 any class of non-voting shares of the company if 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.
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