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. 488
341. Section 43 of the Act is replaced by the following:
Marginal note:Affiliated company
43. Despite section 41, a company that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
Marginal note:2005, c. 54, s. 373(2)
342. Subsection 65(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
343. The Act is amended by adding the following after section 75:
Marginal note:Exception — conditions before acquisition
75.1 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 15 and subsection 69(2), the company must comply with the prescribed requirements.
344. Section 78 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 313(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 494(1)
345. (1) Subsections 82(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
82. (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 494(2)
(2) Subsection 82(5) of the Act is repealed.
Marginal note:2001, c. 9, s. 498
346. Subsection 163(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 507(2)
347. 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 respecting a change to the name of the company, approved by the Superintendent.
Marginal note:Letters patent
(4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.
348. Section 230 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
230. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 231(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.
349. Paragraph 236(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada; and
350. Section 238 of the Act is replaced by the following:
Marginal note:Agreement to Superintendent
238. A sale agreement must be submitted to the Superintendent before it is sent to shareholders of the selling company under subsection 239(1).
351. Paragraph 243(1)(d) of the English version of the Act is replaced by the following:
(d) particulars of any authorizations, designations, conditions and limitations established by the Superintendent under subsection 57(1), (3) or (4) or 58(1) that are from time to time applicable to the company; and
352. Subsection 245(3) of the English version of the Act is replaced by the following:
Marginal note:Entitlement
(3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company within the meaning of subsection 270(1), any person — is entitled to a basic list of shareholders of the company.
Marginal note:2005, c. 54, s. 417
353. Section 250 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
250. (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 company to maintain, in another country, copies of records referred to in section 243 or of its central securities register or for a 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 company to do any of those activities in another country — the Superintendent shall direct the 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:Company to comply
(2) A company shall without delay comply with any direction issued under subsection (1).
354. (1) The portion of subsection 375(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
375. (1) 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 ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
(2) Subsection 375(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 company, the entity is deemed to be acquiring a significant interest in that class of shares of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 519
355. Section 375.1 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
375.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.
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 company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 521
356. Subsection 379(2) of the Act is replaced by the following:
Marginal note:Determination of day
(2) If the company has equity of two billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches two billion dollars.
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