Bank Act (S.C. 1991, c. 46)

DIVISION 6Administration

Marginal note:Regulations

522.23 The Governor in Council may make regulations for the purposes of this Part and, in particular, may make regulations

• (a) concerning specialized financing;

• (b) for the purposes of subsection 522.22(1) or (2), permitting the acquisition or holding of control or the acquisition or holding of substantial investments, or prescribing the circumstances under which either of those subsections does not apply or the foreign banks, entities associated with foreign banks or other entities in respect of which either of those subsections does not apply, including prescribing foreign banks, entities associated with foreign banks or other entities on the basis of the activities they engage in;

• (c) restricting the ownership by foreign banks, or entities associated with foreign banks, of shares in a body corporate or of ownership interests in an unincorporated entity under Division 3 or 4 and imposing terms and conditions applicable to foreign banks, or entities associated with foreign banks, that own such shares or interests;

• (d) in respect of sections 409 to 411, for the purposes of paragraph 522.08(1)(a), subsection 522.22(1) and section 522.24;

• (e) respecting the calculation referred to in subsection 508(2), including regulations respecting the classes of entities associated with a foreign bank, and the classes of foreign banks described in any of subparagraphs 508(1)(a)(i) to (iii) that are associated with a foreign bank, that are to be taken into account in that calculation;

• (f) defining any terms in subsection 508(2);

• (g) respecting exemptions under subsection 508(3); and

• (h) defining factoring entity for the purpose of paragraph 522.22(1)(b).

Marginal note:Application of regulations

522.24 Any regulations made for the purposes of sections 409 to 411 apply for the purposes of paragraph 522.08(1)(a) and subsection 522.22(1) unless otherwise provided in the regulations.

Marginal note:Divestiture

• 522.25 (1) If a foreign bank or an entity associated with a foreign bank contravenes any provision of Division 4 or fails to comply with any terms and conditions imposed by any order made for the purpose of any of those provisions, the Minister may, if the Minister considers it in the public interest to do so, by order, direct the foreign bank or the entity to divest itself of the control of, or a substantial investment in, a bank or bank holding company to which the offence relates.

• Marginal note:Ceasing to engage in or carry on business

  (2) If an authorized foreign bank or an entity associated with an authorized foreign bank contravenes any provision of Division 4 or fails to comply with any terms and conditions imposed by any order made for the purpose of any of those provisions, the Minister may, if the Minister considers it in the public interest to do so, revoke the order made under subsection 524(1).

• Marginal note:Divestment order

  (3) The Minister may, by order, direct a foreign bank or an entity associated with a foreign bank, within any period that the Minister considers reasonable, to dispose of assets used in a business or activity engaged in or carried on, or to dispose of the control of an entity or a substantial investment in an entity acquired or held, in contravention of this Part or in contravention of any terms and conditions imposed

  • (a) under subsection 522.26(2); or

  • (b) under subsection 518(4) or 521(1.02), as it read immediately before October 24, 2001.

Marginal note:Publication

522.26 The Superintendent must publish in the Canada Gazette a notice of every approval granted for the purpose of section 522.21 or 522.211 and of every revocation of any such approval.

Marginal note:Obligation to provide information

522.27 A foreign bank or entity associated with a foreign bank shall, at the times and in the form specified by the Superintendent, provide the Superintendent with the information that he or she may require.

DIVISION 7[Repealed, 2007, c. 6, s. 72]

522.28 [Repealed, 2007, c. 6, s. 72]

DIVISION 8Transitional

Marginal note:Definitions

• 522.29 (1) The following definitions apply in this Division.

  affected entity

  affected entity means

  • (a) an entity associated with a foreign bank that is an affected foreign bank and that has a financial establishment in Canada; or

  • (b) a prescribed entity associated with a foreign bank referred to in paragraph (c) of the definition affected foreign bank. (entité visée)

  affected foreign bank

  affected foreign bank means a foreign bank that

  • (a) immediately before the day this Division comes into force, was the subject of an order made under subsection 524(1) or former subsection 521(1.06) and whose order has not been revoked; or

  • (b) on or before June 13, 2000, controlled a foreign bank subsidiary as defined in former section 2.

  • (c) [Repealed, 2007, c. 6, s. 73] (banque étrangère visée)

• Marginal note:Former provision

  (2) Every reference in this Division to a former provision means a reference to that provision as it read immediately before the day this Division comes into force.

Marginal note:Former s. 507(4)

• 522.3 (1) Every order made under former subsection 507(4) exempting an entity from the status of being associated with a foreign bank or exempting a Canadian entity from being a “non-bank affiliate of a foreign bank” that is in force on the day this Division comes in force continues in force, subject to any further order that the Minister may make varying or revoking it.

• Marginal note:Date order takes effect

  (2) A revocation order or variation order takes effect three months after the date it is made unless the Minister and the entity to which it relates agree that the order is to take effect at another time.

• Marginal note:Publication

  (3) The Minister shall publish in the Canada Gazette a notice of every revocation order.

Marginal note:Former par. 518(3)(b) or s. 521(1)

522.31 Every order made under former paragraph 518(3)(b) or former subsection 521(1) that is in force on the day this Division comes into force continues in force, subject to any further order that the Minister may make varying or revoking it.

Marginal note:Former s. 521(1)

• 522.32 (1) An affected foreign bank or affected entity that had received consent under former subsection 521(1) to acquire or hold control of, or a substantial investment in, a Canadian entity that is a financial services entity but is not a permitted Canadian entity or an entity referred to in any of paragraphs 468(1)(a) to (i) may continue to hold control of, or a substantial investment in, the Canadian entity on and after the day this Division comes into force if the consent had not been revoked before that day.

• Marginal note:Application

  (2) Subsection (1) applies so long as

  • (a) the Canadian entity restricts its businesses in accordance with any terms and conditions in the consent under former subsection 521(1), or in an undertaking to the Minister or Superintendent, other than a term or condition that limits the size of the Canadian entity’s assets; and

  • (b) neither the affected foreign bank nor any affected entity in relation to the foreign bank

    • (i) is an authorized foreign bank, or

    • (ii) controls or is a major shareholder of a bank or a bank holding company.

• Marginal note:Former par. 518(3)(b) and former s. 521(1)

  (3) An affected foreign bank or an affected entity that, immediately before the day this Division comes into force, holds control of, or a substantial investment in, a Canadian entity that is a permitted Canadian entity or an entity referred to in any of paragraphs 468(1)(g) to (i) by virtue of former paragraph 518(3)(b) or a consent received under former subsection 521(1) may continue to hold control of, or a substantial investment in, the Canadian entity on and after the day this Division comes into force if the approval or consent had not been revoked before that day and, if it does so, it is deemed to have received any approval required under paragraphs 522.22(1)(a) to (e) in respect of the Canadian entity.

• Marginal note:Former par. 518(3)(b)

  (4) An affected foreign bank or affected entity that, immediately before the day this Division comes into force, holds, by virtue of former paragraph 518(3)(b), control of, or a substantial investment in, a Canadian entity that is not a permitted Canadian entity or a financial services entity may continue to hold control of, or a substantial investment in, the Canadian entity on and after the day this Division comes into force if any approval of the Minister under that former paragraph has not been revoked before that day, so long as the Canadian entity does not engage in leasing activities.

• Marginal note:Application

  (5) Subsections (3) and (4) apply so long as

  • (a) after the coming into force of this Division, the Canadian entity restricts its businesses in accordance with any terms and conditions in the Minister’s approval under former paragraph 518(3)(b), or in a consent received under former subsection 521(1), as the case may be, or in an undertaking to the Minister or Superintendent given before the day this Division comes into force, other than a term or condition that limits the size of the Canadian entity’s assets;

  • (b) within one year after the coming into force of this Division, the affected foreign bank or affected entity discloses to the Minister the nature of its businesses and activities on June 13, 2000; and

  • (c) after the coming into force of this Division, the Canadian entity does not change the nature of its businesses as of

    • (i) June 13, 2000, or

    • (ii) any other date after June 13, 2000 and before the coming into force of this Division on which the businesses of the Canadian entity were approved by the Minister.

• Marginal note:Holding other than by virtue of former par. 518(3)(b) or s. 521(1)

  (6) An affected foreign bank or an affected entity that, immediately before the day this Division comes into force, holds, otherwise than by virtue of former paragraph 518(3)(b) or a consent received under former subsection 521(1), control of, or a substantial investment in, a Canadian entity that is not a permitted Canadian entity or a financial services entity may continue to hold control of, or a substantial investment in, the Canadian entity on and after the day this Division comes into force.

• Marginal note:Application

  (7) Subsection (6) applies so long as

  • (a) within one year after the coming into force of this Division, the affected foreign bank or affected entity discloses to the Minister the nature of its businesses on June 13, 2000;

  • (b) after the coming into force of this Division, the Canadian entity does not change the nature of its businesses as of June 13, 2000 and its businesses remain in conformity with former paragraph 518(3)(a);

  • (c) the Canadian entity does not engage in leasing activities; and

  • (d) neither the affected foreign bank nor any affected entity

    • (i) is an authorized foreign bank, or

    • (ii) controls or is a major shareholder of a bank or a bank holding company.

Marginal note:Investments

• 522.33 (1) Despite section 517 and subject to subsection (2), paragraph 510(1)(d) does not apply in respect of the holding of control of, or a substantial investment in, a Canadian entity whose principal activity in Canada is an activity referred to in any of former subparagraphs 518(3)(a)(i) to (v) and that was acquired by a foreign bank or an entity associated with a foreign bank before August 1, 1997 and before

  • (a) the foreign bank became a foreign bank or the foreign bank with which the entity is associated became a foreign bank, as the case may be; or

  • (b) the Canadian entity’s principal activity in Canada became an activity described in those subparagraphs.

• Marginal note:Restriction

  (2) Subsection (1) applies only if the foreign bank or an entity associated with the foreign bank

  • (a) is not an authorized foreign bank; and

  • (b) does not control, and is not a major shareholder of, a bank or a bank holding company.

PART XII.01Non-Application of the Investment Canada Act

Marginal note:Investment Canada Act

• 522.34 (1) The Investment Canada Act does not apply in respect of any of the following, whether it occurs directly or indirectly:

  • (a) the acquisition of control of a Canadian business, within the meaning of that Act, that is an entity referred to in any of paragraphs 468(1)(a) to (f) by a foreign bank or by an entity associated with a foreign bank;

  • (b) the establishment of a new Canadian business, within the meaning of that Act, that is the insurance business in Canada of a foreign insurance company that is a foreign bank to which Part XII does not apply or that is an entity associated with a foreign bank to which that Part does not apply;

  • (c) the acquisition of control of a Canadian business, within the meaning of that Act, by an entity referred to in any of paragraphs 468(1)(a) to (f) that is controlled by a foreign bank or by an entity associated with a foreign bank;

  • (d) the establishment of a new Canadian business, within the meaning of that Act, by a foreign bank to which Part XII applies, or by an entity associated with a foreign bank to which that Part applies, that has a financial establishment in Canada, or would have one by virtue of the establishment of the new Canadian business; and

  • (e) the acquisition of control of a Canadian business, within the meaning of that Act, by a foreign bank to which Part XII applies, or by an entity associated with a foreign bank to which that Part applies, that has a financial establishment in Canada, or would have one by virtue of the acquisition.

• Marginal note:Definitions

  (2) The following definitions apply in subsection (1).

  entity associated with a foreign bank

  entity associated with a foreign bank means an entity that is or is deemed to be associated with a foreign bank within the meaning of section 507. (entité liée à une banque étrangère)

  foreign insurance company

  foreign insurance company means a foreign company as defined in subsection 2(1) of the Insurance Companies Act. (société d’assurances étrangère)

• Marginal note:Financial establishment in Canada

  (3) For the purpose of subsection (1), a foreign bank has a financial establishment in Canada if the foreign bank has or is deemed to have a financial establishment in Canada for the purpose of Part XII.

• Marginal note:Financial establishment in Canada

  (4) For the purpose of subsection (1), an entity associated with a foreign bank has a financial establishment in Canada if the entity has or is deemed to have a financial establishment in Canada for the purpose of Part XII.