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

Short Title

Marginal note:Short title

1 This Act may be cited as the Trust and Loan Companies Act.

PART IInterpretation and Application

Definitions

Marginal note:Definitions

2 In this Act,

affairs

affairs, with respect to a company, means the relationships among the company and its affiliates and the shareholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates; (affaires internes)

affiliate

affiliate means an entity that is affiliated with another entity within the meaning of section 6; (groupe)

Agency

Agency means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act; (Agence)

annual statement

annual statement means the annual financial statement of a company within the meaning of paragraph 313(1)(a); (rapport annuel)

assets

assets, in respect of a company that is a trust company pursuant to subsection 57(2), includes assets held by the company in respect of guaranteed trust money; (actif)

auditor

auditor includes a firm of accountants; (vérificateur)

bank holding company

bank holding company means a body corporate that is incorporated or formed under Part XV of the Bank Act; (société de portefeuille bancaire)

bearer

bearer, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

bearer form

bearer form, in respect of a security, means a security in bearer form as determined in accordance with subsection 86(2); (titre au porteur)

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or other intermediaries; (véritable propriétaire et propriété effective)

body corporate

body corporate means an incorporated body wherever or however incorporated; (personne morale)

branch

branch, in respect of a company, means an agency, the head office and any other office of the company; (bureau)

Canadian financial institution

Canadian financial institution means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province; (institution financière canadienne)

central securities register

central securities register or securities register means the register referred to in section 253; (registre central des valeurs mobilières ou registre des valeurs mobilières)

Commissioner

Commissioner means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act; (commissaire)

common-law partner

common-law partner, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year; (conjoint de fait)

company

company means a body corporate to which this Act applies; (société)

complainant

complainant, in relation to a company or any matter concerning a company, means

• (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a company or any of its affiliates,

• (b) a director or an officer, or a former director or officer, of a company or any of its affiliates, or

• (c) any other person who, in the discretion of a court, is a proper person to make an application under section 339, 343 or 537; (plaignant)

consumer provision

consumer provision means a provision referred to in paragraph (d) or (d.1) of the definition consumer provision in section 2 of the Financial Consumer Agency of Canada Act; (disposition visant les consommateurs)

court

court means

• (a) in the Province of Ontario, the Superior Court of Justice,

• (b) in the Province of Quebec, the Superior Court of the Province,

• (c) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,

• (d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

• (e) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, and

• (f) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice; (tribunal)

court of appeal

court of appeal means the court to which an appeal lies from a decision or order of a court; (cour d’appel)

creditor

creditor, in respect of a company that is a trust company pursuant to subsection 57(2), includes a person who has money deposited with the company as guaranteed trust money; (créancier)

debt obligation

debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (titre de créance)

deposit

deposit, in respect of money received by a company that is a trust company pursuant to subsection 57(2), means money received as guaranteed trust money; (dépôt)

deposit liabilities

deposit liabilities, in respect of a company that is a trust company pursuant to subsection 57(2), means liabilities of the company in respect of guaranteed trust money; (dette)

director

director means a natural person occupying the position of director, by whatever name called, of a body corporate, and board of directors or directors refers to the directors of a body corporate as a body; (administrateur, conseil d’administration ou conseil)

entity

entity means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof; (entité)

equity

equity, in respect of a company, means its equity as determined in accordance with the regulations; (capitaux propres)

federal credit union

federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

federal financial institution

federal financial institution means

• (a) a company,

• (b) a bank,

• (c) an association to which the Cooperative Credit Associations Act applies, or

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act; (institution financière fédérale)

fiduciary

fiduciary means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; (représentant)

financial institution

financial institution means

• (a) a company,

• (b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

• (c) an association to which the Cooperative Credit Associations Act applies,

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

• (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

• (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

• (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

• (h) a foreign institution; (institution financière)

foreign institution

foreign institution means an entity that is

• (a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

• (b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province; (institution étrangère)

former Act

former Act means the Trust Companies Act or the Loan Companies Act; (loi antérieure)

former-Act company

former-Act company means a body corporate referred to in paragraph 12(b) or (c); (société antérieure)

form of proxy

form of proxy means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

going-private transaction

going-private transaction means a going-private transaction as defined in the regulations; (transaction de fermeture)

guarantee

guarantee includes a letter of credit; (garantie)

guaranteed trust money

guaranteed trust money means money that is received in trust for investment by a company that is a trust company pursuant to subsection 57(2) and that is subject to a guarantee by the company in respect of the payment of interest or repayment of the principal or both; (fonds en fiducie garantie)

head office

head office means the office required to be maintained by a company pursuant to section 242; (siège)

holder

holder means

• (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank, and

• (b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7; (détenteur)

holding body corporate

holding body corporate means a holding body corporate within the meaning of section 4; (société mère)

incorporated

incorporated, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act; (constitué en personne morale)

incorporating instrument

incorporating instrument means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument; (acte constitutif)

incorporator

incorporator, in relation to a company, means a person who applied for letters patent to incorporate the company; (fondateur)

insurance holding company

insurance holding company means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act; (société de portefeuille d’assurances)

issuer

issuer, in respect of a security, means the entity that issues or issued the security; (émetteur)

letters patent

letters patent, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent; (lettres patentes)

Minister

Minister means the Minister of Finance; (ministre)

minor

minor has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989; (mineur)

non-WTO Member foreign institution

non-WTO Member foreign institution means a foreign institution that is not controlled by a WTO Member resident; (institution étrangère d’un non-membre de l’OMC)

officer

officer means

• (a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

• (b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise; (dirigeant)

order form

order form, in respect of a security, means a security in order form as determined in accordance with subsection 86(3); (titre à ordre)

ordinary resolution

ordinary resolution means a resolution passed by a majority of the votes cast by or on behalf of the shareholders who voted in respect of that resolution; (résolution ordinaire)

person

person means a natural person, an entity or a personal representative; (personne)

personal representative

personal representative means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person; (représentant personnel)

prescribed

prescribed means prescribed by regulation; (Version anglaise seulement)

property

property, in respect of a company that is a trust company pursuant to subsection 57(2), includes property held by the company in respect of guaranteed trust money; (biens)

proxy

proxy means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

proxyholder

proxyholder means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; (fondé de pouvoir)

real property

real property includes a leasehold interest in real property; (biens immeubles)

recorded address

recorded address means

• (a) in relation to a person who is a shareholder of a company, the latest postal address of the person according to the central securities register of the company, and

• (b) in relation to a person in any other respect, the latest postal address of the person according to the records of the branch concerned; (adresse enregistrée)

registered form

registered form, in respect of a security, means a security in registered form as determined in accordance with subsection 86(4); (titre nominatif)

regulated foreign entity

regulated foreign entity means an entity that is

• (a) incorporated or formed otherwise in a country or territory, other than Canada, in which a trade agreement listed in Schedule IV of the Bank Act is applicable, and

• (b) subject to financial services regulation in that country or territory; (entité étrangère réglementée)

regulatory capital

regulatory capital, in respect of a company, has the meaning given that expression by the regulations; (capital réglementaire)

resident Canadian

resident Canadian means a natural person who is

• (a) a Canadian citizen ordinarily resident in Canada,

• (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

• (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship; (résident canadien)

residential property

residential property means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; (immeuble résidentiel)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

security

security means

• (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit, and

• (b) in relation to any other entity, any ownership interest in or debt obligation of the entity; (titre ou valeur mobilière)

security interest

security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

send

send includes deliver; (envoyer)

series

series, in respect of shares, means a division of a class of shares; (série)

significant interest

significant interest means a significant interest determined in accordance with section 8; (intérêt substantiel)

special resolution

special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (résolution extraordinaire)

squeeze-out transaction

squeeze-out transaction means a transaction by a company that is not a distributing company that requires an amendment to a by-law referred to in subsection 222(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares issued by the company that have rights and privileges equal to or greater than those of the shares of the affected class; (transaction d’éviction)

subordinated indebtedness

subordinated indebtedness means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all deposit liabilities of the company and all other liabilities of the company except those that, by their terms, rank equally with or are subordinate to such indebtedness; (titre secondaire)

subsidiary

subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; (filiale)

substantial investment

substantial investment means a substantial investment determined in accordance with section 10; (intérêt de groupe financier)

Superintendent

Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act; (surintendant)

trade

trade, in respect of securities, means any sale or disposition of securities for valuable consideration; (opération)

transfer

transfer, in respect of securities, includes a transmission by operation of law; (transfert)

voting share

voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; (action avec droit de vote)

WTO Member resident

WTO Member resident means a WTO Member resident within the meaning of section 11.1. (résident d’un membre de l’OMC)