Trust and Loan Companies Act (S.C. 1991, c. 45)

AMENDMENTS NOT IN FORCE

• — 2018, c. 12, s. 310(1), as amended by 2024, c. 15, s. 168(1)

  • • 310 (1) Paragraphs 410(1)(c) and (c.1) of the Trust and Loan Companies Act are replaced by the following:

      • (b.1) subject to sections 416 and 417 and the regulations, engage in any activity that relates to the provision of financial services by the company or any of its affiliates;

      • (c) subject to the regulations, engage in any of the following activities:

        • (i) collecting, manipulating and transmitting information, and

        • (ii) designing, developing, manufacturing, selling and otherwise dealing with information technology, if those activities relate to

          • (A) an activity referred to in this subsection that is engaged in by the company or any of its affiliates, or

          • (B) the provision of financial services by any other entity,

• — 2018, c. 12, ss. 310(3) to (5), as amended by 2024, c. 15, s. 168(2)

  • • 310 (3) Paragraph 410(3)(a) of the Act is replaced by the following:

      • (a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1);

    • (4) Paragraph 410(3)(b) of the English version of the Act is replaced by the following:

      • (b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (d.1); and

    • (5) Paragraph 410(3)(c) of the Act is replaced by the following:

      • (c) respecting the circumstances in which a company may engage in the activities referred to in paragraphs (1)(b.1) and (c), including the circumstances in which it may collect, manipulate and transmit information under subparagraph (1)(c)(i).

• — 2018, c. 12, s. 311

  • 311 Section 411 of the Act is replaced by the following:

    • Networking

      • 411 (1) Subject to section 416 and the regulations, a company may

        • (a) act as agent for any person in respect of

          • (i) the carrying on of any activity referred to in subsection 410(1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 449(1), if that definition were read without reference to the requirements of subsections 453(4) to (6), or by a prescribed entity, and

          • (ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);

        • (a.1) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and

        • (b) refer any person to another person.

      • Regulations

        (2) The Governor in Council may make regulations

        • (a) respecting the circumstances in which a company may act as an agent, enter into an arrangement or refer a person under subsection (1); and

        • (b) imposing terms and conditions in respect of the carrying on of activities under that subsection.

    • Regulations

      411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or when making referrals.

• — 2018, c. 12, s. 312, as amended by 2024, c. 15, s. 169(F)

  • • 312 (1) Section 453 of the Act is amended by adding the following after subsection (2):

      • Permitted investments

        (2.1) Subject to subsections (3) to (6), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a company is permitted to engage in under paragraphs 409(2)(b) to (d).

      • Regulations

        (2.2) The Governor in Council may make regulations

        • (a) defining, for the purposes of subsection (2.1), the word “majority”;

        • (b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and

        • (c) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).

    • (2) Subparagraph 453(3)(f)(ii) of the Act is replaced by the following:

      • (ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 451(2), paragraph 451(3)(b) or (c) or subsection 451(4); or

    • (3) Subsection 453(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).

    • (4) Paragraph 453(7)(a) of the Act is replaced by the following:

      • (a) the company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);

• — 2018, c. 12, s. 313, as amended by 2024, c. 15, s. 170(F)

  • 313 The Act is amended by adding the following after section 453:

    • Regulations

      453.1 The Governor in Council may make regulations

      • (a) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 410(1)(b.1) or (c), including the circumstances in which a company is prohibited from doing so; and

      • (b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).

• — 2018, c. 12, s. 314

  • 314 Paragraph 483(1)(c) of the Act is replaced by the following:

    • (c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;

• — 2018, c. 12, s. 315

  • 315 Subsection 529.2(1) of the Act is replaced by the following:

    • Application for certain approvals

      • 529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 453(5)(b.1) or (c) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

• — 2024, c. 15, s. 186

  • • 186 (1) Subsection 139(1) of the French version of the Trust and Loan Companies Act is replaced by the following:

      • Lieu des assemblées

        • 139 (1) Les assemblées des actionnaires se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.

    • (2) Subsection 139(2) of the Act is replaced by the following:

      • Participation by electronic means

        (2) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.

      • Meeting held by electronic means

        (2.1) If the directors or shareholders of a company call a meeting of shareholders under this Act, those directors or shareholders may determine that the meeting shall be held, in accordance with any regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.

• — 2024, c. 15, s. 187

  • 187 Subsection 154(4) of the Act is replaced by the following:

    • Voting while participating electronically

      (4) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is participating in a meeting of shareholders under subsection 139(2) or (2.1) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.

• — 2024, c. 17, s. 397

  • 397 The Trust and Loan Companies Act is amended by adding the following after section 162:

    Disclosure Relating to Diversity

    • Diversity

      • 162.1 (1) The directors of a company of a prescribed class must make available, in accordance with regulations made under subsection (2), prescribed information respecting diversity among directors and members of senior management, as defined by regulation, at the same time that a notice of annual meeting is sent under subsection 141(1) to shareholders entitled to receive that notice and to the Superintendent.

      • Regulations

        (2) For the purposes of subsection (1), the Governor in Council may make regulations respecting the disclosure of information related to diversity among the directors and members of senior management of a company of a prescribed class.