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

Transfer of Business

Marginal note:Sale by company

• 237 (1) A company may sell all or substantially all of its assets to a financial institution incorporated by or under an Act of Parliament or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the company.

• Marginal note:Sale agreement

  (2) An agreement of purchase and sale (in subsection (3), section 238, subsections 239(1) and (4) and section 241 referred to as a “sale agreement”) shall set out the terms of, and means of effecting, the sale of assets referred to in subsection (1).

• Marginal note:Consideration

  (3) Notwithstanding anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution or authorized foreign bank or any other consideration that is provided for in the sale agreement.

• Meaning of authorized foreign bank

  (4) In this section, authorized foreign bank has the meaning assigned to that expression by section 2 of the Bank Act.

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).

Marginal note:Shareholder approval

• 239 (1) The directors of a selling company shall submit a sale agreement for approval to a meeting of the holders of shares of the company and, subject to subsection (3), to the holders of each class or series of shares of the company.

• Marginal note:Right to vote

  (2) Each share of a selling company carries the right to vote in respect of a sale referred to in subsection 237(1) whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (3) The holders of shares of a class or series of shares of a selling company are entitled to vote separately as a class or series in respect of a sale referred to in subsection 237(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series.

• Marginal note:Special resolution

  (4) A sale agreement is approved when the shareholders, and the holders of each class or series of shares entitled to vote separately as a class or series pursuant to subsection (3), of the selling company have approved the sale by special resolution.

Marginal note:Abandoning sale

240 Where a special resolution approving a sale under subsection 239(4) so states, the directors of a selling company may, subject to the rights of third parties, abandon the sale without further approval of the shareholders.

Marginal note:Application to Minister

• 241 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 240, the selling company shall, within three months after the approval of the sale agreement in accordance with subsection 239(4), apply to the Minister for approval of the sale agreement.

• Marginal note:Conditions precedent to application

  (2) No application for approval under subsection (1) may be made unless

  • (a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling company is situated;

  • (b) the application is supported by satisfactory evidence that the selling company has complied with the requirements of sections 237 to 240 and this section; and

  • (c) where the selling company is a trust company pursuant to subsection 57(2), the application is supported by satisfactory evidence that the selling company has made such arrangements as may be necessary to transfer to another company that is a trust company pursuant to subsection 57(2) money or other assets held in trust by the selling company, other than assets held in respect of guaranteed trust money.

• Marginal note:Approval by Minister

  (3) A sale agreement has no force or effect until it has been approved by the Minister.

• Marginal note:Idem

  (4) Where an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.

• Marginal note:Idem

  (5) Where a selling company is a trust company pursuant to subsection 57(2), the Minister shall not approve the sale agreement until the Minister is satisfied that the selling company has made satisfactory arrangements for the protection of persons in relation to whom the selling company was acting in a fiduciary capacity.

Corporate Records

Head Office and Corporate Records

Marginal note:Head office

• 242 (1) A company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of a company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Notice of change of address

  (3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

Marginal note:Company records

• 243 (1) A company shall prepare and maintain records containing

  • (a) its incorporating instrument and the by-laws of the company and all amendments thereto;

  • (b) minutes of meetings and resolutions of shareholders;

  • (c) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 499;

  • (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

  • (e) particulars of exceptions granted under section 37 or 236 that are from time to time applicable to the company.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate

  • (a) corporate accounting records;

  • (b) records containing minutes of meetings and resolutions of the directors and any committee thereof;

  • (c) records relating to fiduciary activities of the company; and

  • (d) records showing, for each customer of the company, on a daily basis, particulars of the transactions between the company and that customer and the balance owing to or by the company in respect of that customer.

• Marginal note:Former-Act and continued companies

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued;

  • (b) in the case of a body corporate amalgamated and continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and

  • (c) in the case of a former-Act company, “records” includes similar records required by law to be maintained by the company before the coming into force of this section.

Marginal note:Place of records

• 244 (1) The records described in section 243 shall be kept at the head office of the company or at such other place in Canada as the directors think fit.

• Marginal note:Notice of place of records

  (2) Where any of the records described in section 243 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept.

• Marginal note:Exception

  (3) Subsection (1) does not apply in respect of records of a branch of the company outside Canada or in respect of customers of such a branch.

• Marginal note:Exception

  (3.1) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

• Marginal note:Inspection

  (4) The records described in section 243, other than those described in paragraph 243(2)(d), shall at all reasonable times be open to inspection by the directors.

• Marginal note:Access to company records

  (5) Shareholders and creditors of a company and their personal representatives may examine the records referred to in subsection 243(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made.

• Marginal note:Electronic access

  (5.1) A company may make the information contained in records referred to in subsection 243(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

• Marginal note:Copies of by-laws

  (6) Every shareholder of a company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the company.

Marginal note:Shareholder lists

• 245 (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request.

• Marginal note:Affidavit and contents

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant,

  • (b) the name and address for service of the entity, if the applicant is an entity, and

  • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 247,

  and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

• Marginal note:Entitlement

  (3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company, any person — is entitled to a basic list of shareholders of the company.

• Marginal note:Basic list

  (4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

  • (a) the names of the shareholders of the company;

  • (b) the number of shares owned by each shareholder; and

  • (c) the address of each shareholder as shown in the records of the company.

• Marginal note:Supplemental lists

  (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

• Marginal note:When supplemental lists to be furnished

  (6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5)

  • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

  • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

Marginal note:Option holders

246 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.

Marginal note:Use of shareholder list

247 A list of shareholders obtained under section 245 shall not be used by any person except in connection with

• (a) an effort to influence the voting of shareholders of the company;

• (b) an offer to acquire shares of the company; or

• (c) any other matter relating to the affairs of the company.

Marginal note:Form of records

• 248 (1) A register or other record required or authorized by this Act to be prepared and maintained by a company

  • (a) may be in a bound or loose-leaf form or in a photographic film form; or

  • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Conversion of records

  (2) Registers and records maintained in one form may be converted to any other form.

• Marginal note:Destruction of converted records

  (3) Notwithstanding section 251, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

249 A company and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.