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

Act current to 2022-07-13 and last amended on 2022-06-23. Previous Versions

PART VICorporate Governance (continued)

Corporate Records (continued)

Head Office and Corporate Records (continued)

Marginal note:Requirement to maintain copies and process information in Canada

  •  (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:Direction — immediate, direct, complete and ongoing access

    (1.1) Where a company referred to in subsection 244(3.1) or 256(3) maintains records referred to in section 243 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the company to maintain a copy of those records or register at any place in Canada as the directors think fit

    • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

    • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the company not to maintain a copy of those records or register at any place in Canada.

  • Marginal note:Company to comply

    (2) A company shall without delay comply with any order issued under subsection (1) or (1.1).

  • 1991, c. 45, s. 250
  • 2001, c. 9, s. 512
  • 2005, c. 54, s. 417
  • 2007, c. 6, s. 353
  • 2020, c. 1, s. 155

Marginal note:Retention of records

  •  (1) A company shall retain

    • (a) the records of the company referred to in subsection 243(1);

    • (b) any record of the company referred to in paragraph 243(2)(a) or (b); and

    • (c) the central securities register referred to in subsection 253(1).

  • Marginal note:Idem

    (2) A company shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the company has paid an amount to the Bank of Canada pursuant to section 424 until the Bank of Canada notifies the company that they need no longer be retained.

  • Marginal note:Evidence

    (3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 248(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities.

  • Marginal note:Relief

    (4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the company from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 424 applies.

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 250(1.1)(a).

Securities Registers

Marginal note:Central securities register

  •  (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 84, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Former-Act and continued companies

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance, amalgamation or coming into force of this section, as the case may be.

  • Marginal note:Access to central securities register

    (3) Shareholders and creditors of a company and their personal representatives may examine the central securities register during the usual business hours of the company and may take extracts from it free of charge or have copies of it 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 the central securities register during the usual business hours of the company and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 247. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplementary information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A company or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 1991, c. 45, s. 253
  • 2001, c. 9, s. 513
  • 2005, c. 54, s. 418

Marginal note:Branch registers

 A company may establish as many branch securities registers as it considers necessary.

Marginal note:Agents

 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.

Marginal note:Location of central securities register

  •  (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.

  • Marginal note:Exception

    (3) 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:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Marginal note:Particulars in branch register

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.

Marginal note:Destruction of certificates

 A company, its agent or a trustee within the meaning of section 299 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 72(1) or a like instrument, irrespective of its form, after the date of its expiration.

Corporate Name and Seal

Marginal note:Publication of name

 A company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.

Marginal note:Corporate seal

  •  (1) A company may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

  • 1991, c. 45, s. 261
  • 2005, c. 54, s. 419

 [Repealed, 1997, c. 15, s. 366]

Insiders

Marginal note:Definitions

  •  (1) In this section and sections 271 to 277,

    affiliate

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    business combination

    business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

    call

    call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

    distributing company

    distributing company[Repealed, 2005, c. 54, s. 420]

    insider

    insider[Repealed, 2005, c. 54, s. 420]

    officer

    officer, in relation to a company, means

    • (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

    • (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une société)

    put

    put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

    share

    share means a voting share and includes

    • (a) a security currently convertible into a voting share, and

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

  • Marginal note:Control

    (2) For the purposes of this section and sections 271 to 277, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • (3) and (4) [Repealed, 2005, c. 54, s. 420]

  • 1991, c. 45, s. 270
  • 2005, c. 54, s. 420

Insider Reporting

Marginal note:Insider report

 An insider shall submit an insider report in accordance with the regulations.

  • 1991, c. 45, s. 271
  • 1997, c. 15, s. 367
  • 2005, c. 54, s. 421

Marginal note:Exemption by Superintendent

 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 271. The exemption may be given retroactive effect and the Superintendent shall publish the partic­ulars of the exemption and the reasons for it in a periodical available to the public.

  • 1991, c. 45, s. 272
  • 2005, c. 54, s. 421

 [Repealed, 2005, c. 54, s. 421]

Marginal note:Regulations

 The Governor in Council may make regulations for carrying out the purposes of sections 271 and 272, including

  • (a) defining “insider” for the purposes of sections 271 and section 272;

  • (b) respecting the form and content of an insider report; and

  • (c) respecting the submission or publication of an insider report.

  • 1991, c. 45, s. 273
  • 2005, c. 54, s. 421

 [Repealed, 2005, c. 54, s. 421]

Insider Trading

Meaning of insider

  •  (1) In this section, insider means with respect to a distributing company

    • (a) a director or officer of the company;

    • (b) a director or officer of a subsidiary of the company;

    • (c) a director or officer of a body corporate that enters into a business combination with the company; or

    • (d) a person employed or retained by the company.

  • Marginal note:Prohibition — short sale

    (2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security.

  • Marginal note:Exception

    (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

    • (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

    • (b) transfer the convertible security, option or right to the purchaser.

  • Marginal note:Prohibition — calls and puts

    (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates.

  • 1991, c. 45, s. 275
  • 2005, c. 54, s. 422
 
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