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

Act current to 2023-01-11 and last amended on 2022-06-23. Previous Versions

PART IIIIncorporation, Continuance and Discontinuance (continued)

Continuance (continued)

Marginal note:Effects of continuance

 Where a body corporate is continued as a company under this Part,

  • (a) the property of the body corporate continues to be the property of the company;

  • (b) the company continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

  • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company;

  • (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company;

  • (f) a person who, on the day the body corporate becomes a company, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and

  • (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company.

Marginal note:Transitional

  •  (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a company in respect of which letters patent were issued under subsection 33(1) permission to

    • (a) engage in a business activity specified in the order that a company is not otherwise permitted by this Act to engage in and that the body corporate continued as the company was engaging in at the time the application for the letters patent was made;

    • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

    • (c) [Repealed, 1994, c. 47, s. 202]

    • (d) hold assets that a company is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the company at the time the application for the letters patent was made;

    • (e) acquire and hold assets that a company is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the company was obliged, at the time the application for the letters patent was made, to acquire those assets; and

    • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

  • Marginal note:Duration

    (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

    • (a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

    • (b) with respect to any matter described in paragraph (1)(b), ten years; and

    • (c) with respect to any matter described in any of paragraph (1)(d) to (f), two years.

  • Marginal note:Non-application

    (2.1) Paragraph (2)(a) does not apply to a company if the body corporate continued as the company was, at any time before the coming into force of this subsection, engaged in any personal property leasing activity in which a financial leasing entity, as defined in subsection 449(1), is not permitted to engage.

  • Marginal note:Renewal

    (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Minister considers necessary.

  • Marginal note:Limitation

    (4) The Minister shall not grant to a company any permission

    • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

    • (b) with respect to matters referred to in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business.

  • 1991, c. 45, s. 37
  • 1994, c. 47, s. 202
  • 1997, c. 15, s. 342
  • 1999, c. 31, s. 213(F)
  • 2007, c. 6, s. 339
  • 2009, c. 2, s. 288

Discontinuance

Marginal note:Transferring to other federal Acts

  •  (1) A company may

    • (a) apply, under the Bank Act, for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;

    • (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act, for a certificate of continuance as a corporation under that Act;

    • (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

    • (d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company as an association under that Act, or amalgamating and continuing the company as an association under that Act; or

    • (e) apply, under the Insurance Companies Act, for letters patent continuing the company as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the company as a company (other than a mutual company) or an insurance holding company under that Act.

  • Marginal note:Conditions for approval

    (2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that

    • (a) the company has published, once a week for 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 company is situated, a notice of its intention to apply for the approval;

    • (b) the company is not carrying on any of the fiduciary activities referred to in section 412;

    • (c) unless the company is a subsidiary of another company and it uses the name of the other company in its name as permitted by section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued;

    • (d) the company does not hold deposits, other than deposits that are made by a person who controls the company or by a person who has a significant interest in a class of shares of the company and that are not insured by the Canada Deposit Insurance Corporation; and

    • (e) the application has been authorized by a special resolution.

  • Marginal note:Withdrawing application

    (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the company may, without further approval of the shareholders, withdraw the application before it is acted on.

  • Marginal note:Restriction on other transfers

    (4) A company may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).

  • 1991, c. 45, ss. 38, 559
  • 1994, c. 24, s. 34(F)
  • 1997, c. 15, s. 343
  • 2001, c. 9, s. 487
  • 2007, c. 6, s. 340

Marginal note:Act ceases to apply

 If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect.

  • 1991, c. 45, s. 39
  • 1994, c. 24, s. 34(F)
  • 2007, c. 6, s. 340

 [Repealed, 2007, c. 6, s. 340]

Corporate Name

Marginal note:Prohibited names

  •  (1) A company may not be incorporated under this Act with a name

    • (a) that is prohibited by an Act of Parliament;

    • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

    • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

      • (i) trademark or trade name, or

      • (ii) corporate name of a body corporate,

      except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

    • (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

    • (e) that is reserved under section 45 for another company or a proposed company.

  • Marginal note:Exception

    (2) Paragraph (1)(a) does not apply with respect to any former-Act company incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

Marginal note:Trust company

 A company that is a trust company pursuant to subsection 57(2) must have the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” included in its name.

Marginal note:Affiliated company

 Despite section 41, a company that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

  • 1991, c. 45, s. 43
  • 1996, c. 6, s. 113
  • 2001, c. 9, s. 488
  • 2007, c. 6, s. 341

Marginal note:French or English form of name

  •  (1) The name of a company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the company may use and be legally designated by any such form.

  • Marginal note:Alternate name

    (2) A company may identify itself outside Canada by its name in any language and the company may use and be legally designated by any such form of its name outside Canada.

  • Marginal note:Other name

    (3) Subject to subsection (4) and section 260, a company may carry on business under or identify itself by a name other than its corporate name.

  • Marginal note:Directions

    (4) Where a company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 41(1)(a) to (e).

  • 1991, c. 45, s. 44
  • 1996, c. 6, s. 114

Marginal note:Reserved name

 The Superintendent may, on request, reserve for ninety days a name for a proposed company or for a company that intends to change its name.

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise a company

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    that is prohibited by section 41, the Superintendent may, by order, direct the company to change its name and the company shall comply with that direction.

  • Marginal note:Revoking name

    (2) If a company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company and assign to it a name and, until changed in accordance with section 220 or 222, the name of the company is thereafter the name so assigned.

  • 1991, c. 45, s. 46
  • 1996, c. 6, s. 115
  • 2001, c. 9, s. 489

Marginal note:Restriction re trust company name

  •  (1) No entity incorporated or formed by or under an Act of Parliament other than this Act shall use the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name.

  • Marginal note:Restriction re loan company name

    (2) No entity incorporated or formed by or under any Act of Parliament other than this Act shall use the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

  • Marginal note:Exception

    (3) Subsections (1) and (2) do not apply to

    • (a) an entity the business of which is not financial activities; or

    • (b) an entity that was, on the day immediately preceding the day on which

      • (i) subsection (1) comes into force, using the word “fiduciaire”, “fiduciary”, “fiducie”, “trust” or “trustco” or any word or words of import equivalent to any of those words in its name, or

      • (ii) subsection (2) comes into force, using the word “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words in its name.

  • 1991, c. 45, s. 47
  • 1996, c. 6, s. 115

Marginal note:Subsidiaries

 Despite subsections 47(1) and (2), a subsidiary of a company may use the company’s name in its name.

  • 1991, c. 45, s. 48
  • 1996, c. 6, s. 115
  • 2001, c. 9, s. 490

Marginal note:Definition of reserved name

  •  (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

  • Marginal note:Termination of control required in certain cases

    (2) No person, other than a financial institution, who

    • (a) is carrying on business in Canada under a reserved name, and

    • (b) has control or acquires control of a company,

    shall control the company on the later of

    • (c) one year after this section comes into force, and

    • (d) one year after the date of acquisition of the control.

  • Marginal note:Prohibition

    (3) No person, other than a financial institution, who

    • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

    • (b) has control or acquires control of a company,

    shall control the company on the later of

    • (c) one year after this section comes into force, and

    • (d) one year after the date of the acquisition of the control.

  • Marginal note:Continuing control prohibited

    (4) Notwithstanding subsection (3), where a financial institution controls an entity that

    • (a) is not a financial institution,

    • (b) carries on business in Canada under a reserved name, and

    • (c) has control or acquires control of a company,

    the entity shall not control the company on the later of

    • (d) one year after this section comes into force, and

    • (e) one year after the date on which the entity acquires control of the company.

  • Marginal note:Exceptions

    (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force.

  • 1996, c. 6, s. 115
 
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