An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)
Full Document:
Assented to 2007-03-29
Marginal note:2001, c. 9, s. 183
114. Subsection 749(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a bank holding company that is a subsidiary of a foreign bank and a majority of the directors of any other bank holding company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 183
115. Section 805 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
805. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 806(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:2001, c. 9, s. 183
116. Paragraph 812(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 183; 2005, c. 54, s. 122
117. Section 822 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
822. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Bank holding company to comply
(2) A bank holding company shall without delay comply with any direction issued under subsection (1).
Marginal note:2001, c. 9, s. 183
118. (1) The portion of subsection 875(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
875. (1) Sous réserve de l’article 876, il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société de portefeuille bancaire ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 183
(2) Subsection 875(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a bank holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
119. Section 883 of the Act is replaced by the following:
Marginal note:Restriction on control
883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than eight billion dollars.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 183
120. Subsection 908(1) of the French version of the Act is replaced by the following:
Marginal note:Accusé de réception
908. (1) Lorsque, à son avis, la demande faite dans le cadre de la présente section est complète, le surintendant la transmet sans délai au ministre et adresse au demandeur un accusé de réception précisant la date où elle a été reçue.
121. Section 928 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, a bank holding company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If a bank holding company decides to exercise its right under subsection (5), the bank holding company is deemed to be acquiring the control or the substantial investment under the other provision.
Marginal note:2001, c. 9, s. 183
122. (1) Paragraph 930(1)(j) of the French version of the Act is replaced by the following:
j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.
Marginal note:2001, c. 9, s. 183
(2) Paragraph 930(2)(e) of the Act is replaced by the following:
(e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity”, “mutual fund entity” or “real property brokerage entity” in subsection 464(1); and
(3) Section 930 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(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 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
(a) a closed-end fund;
(b) a mutual fund entity; or
(c) an entity whose business is limited to engaging in one or more of the following:
(i) the activities of a mutual fund distribution entity,
(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and
(iii) the provision of investment counselling services and portfolio management services.
Marginal note:2001, c. 9, s. 183
(4) Paragraph 930(5)(d) of the Act is replaced by the following:
(d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c);
(d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or
Marginal note:2001, c. 9, s. 183
(5) Paragraph 930(7)(a) of the Act is replaced by the following:
(a) the bank holding company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the bank holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
Marginal note:2001, c. 9, s. 183
123. Subsections 933(3) and (4) of the Act are replaced by the following:
Marginal note:Temporary investment
(3) If a bank holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 930(5) if the bank holding company had acquired the control, or acquired or increased the substantial investment, under section 930, the bank holding company must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(4) If a bank holding company, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 930(6) if the bank holding company had acquired the control, or acquired or increased the substantial investment, under section 930, the Superintendent may, on application, permit the bank holding company to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
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