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

Act current to 2022-09-22 and last amended on 2022-06-23. Previous Versions

PART XIIRegulation of Companies — Superintendent (continued)

Remedial Powers (continued)

Supervisory Intervention (continued)

 [Repealed, 1996, c. 6, s. 128]

Marginal note:Powers of directors and officers suspended

  •  (1) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the powers, duties, functions, rights and privileges of the directors of the company and of the officers of the company responsible for its management are suspended.

  • Marginal note:Superintendent to manage company

    (2) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the Superintendent shall manage the business and affairs of the company and in so doing the Superintendent

    • (a) may perform any of the duties and functions that the persons referred to in subsection (1) were performing prior to the taking of control; and

    • (b) has and may exercise any power, right or privilege that any such person had or could have exercised prior to the taking of control.

  • Marginal note:Persons to assist

    (3) Where the Superintendent takes control of a company pursuant to subparagraph 510(1)(b)(iii), the Superintendent may appoint one or more persons to assist in the management of the company.

  • 1991, c. 45, s. 514
  • 1996, c. 6, s. 129

Marginal note:Expiration of control

 Control by the Superintendent under subsection 510(1) of a company or of the assets of a company and the assets held in trust by or under the administration of the company expires on the day on which a notice by the Superintendent is sent to the directors and officers who conducted the business and affairs of the company stating that the Superintendent is of the opinion that the circumstances leading to the taking of control by the Superintendent have been substantially rectified and that the company can resume control of its business and affairs.

  • 1991, c. 45, s. 515
  • 1996, c. 6, s. 129

Marginal note:Superintendent may request winding-up

 The Superintendent may, at any time before the receipt of a request under section 516 to relinquish control of a company or of the assets of a company and the assets held in trust by or under the administration of the company, request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the Winding-up and Restructuring Act in respect of the company where

  • (a) the assets of the company and the assets held in trust by or under the administration of the company are under the control of the Superintendent pursuant to subparagraph 510(1)(b)(i) or (ii); or

  • (b) the company is under the control of the Superintendent pursuant to subparagraph 510(1)(b)(iii).

  • 1996, c. 6, s. 129

Marginal note:Requirement to relinquish control

 Where no action has been taken by the Superintendent under section 515.1 and, after thirty days following the taking of control by the Superintendent under subsection 510(1) of a company or of the assets of a company and the assets held in trust by or under the administration of the company, the Superintendent receives from its board of directors a notice in writing requesting the Superintendent to relinquish control, the Superintendent must, not later than twelve days after receipt of the notice,

  • (a) comply with the request; or

  • (b) request the Attorney General of Canada to apply for a winding-up order under section 10.1 of the Winding-up and Restructuring Act in respect of the company.

  • 1991, c. 45, s. 516
  • 1996, c. 6, s. 129

Marginal note:Advisory committee

 The Superintendent may, from among the companies that are subject to an assessment under section 23 of the Office of the Superintendent of Financial Institutions Act and required to share in the expenses resulting from the taking of control of a company pursuant to subsection 510(1), appoint a committee of not more than six members to advise the Superintendent in respect of assets, management and all other matters pertinent to the duties and responsibilities of the Superintendent in exercising control of the company.

  • 1991, c. 45, s. 517
  • 1996, c. 6, s. 129

Marginal note:Expenses payable by company

  •  (1) Where the Superintendent has taken control of a company pursuant to subparagraph 510(1)(b)(iii) and the control expires or is relinquished pursuant to section 515 or paragraph 516(a), the Superintendent may direct that the company be liable for repayment of all or part of the expenses resulting from the taking of control of the company and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, together with such interest in respect thereof at such rate as is specified by the Superintendent.

  • Marginal note:Debt due to Her Majesty

    (2) Where any direction is made under subsection (1), the amount for which the company is liable is a debt due to Her Majesty in right of Canada payable on demand and is recoverable in the Federal Court or any other court of competent jurisdiction.

  • 1991, c. 45, s. 518
  • 1996, c. 6, s. 130

Marginal note:Priority of claim in liquidation

 In the case of the winding-up of a company, the expenses resulting from the taking of control of the company under subsection 510(1) and assessed against and paid by other companies pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act, and interest in respect thereof at such rate as is specified by the Superintendent, constitute a claim of Her Majesty in right of Canada against the assets of the company that ranks after all other claims but prior to any claim in respect of the shares of the company.

  • 1991, c. 45, s. 519
  • 1996, c. 6, s. 131(E)

Marginal note:Application of assessment

 Any amount recovered pursuant to section 518 or 519 shall be applied to reduce the total amount of expenses incurred for or in connection with the administration of this Act.

PART XII.1Regulation of Companies — Commissioner

Marginal note:Required information

 A company shall provide the Commissioner with the information at the times and in the form that the Commissioner may require for the purposes of the administration of the Financial Consumer Agency of Canada Act and the consumer provisions.

  • 2001, c. 9, s. 566

Marginal note:Confidential information

  •  (1) Subject to subsection (2), information regarding the business or affairs of a company or regarding persons dealing with one that is obtained by the Commissioner or by any person acting under the direction of the Commissioner, in the course of the exercise or performance of powers, duties and functions referred to in subsection 5(1) of the Financial Consumer Agency of Canada Act, and any information prepared from that information, is confidential and shall be treated accordingly.

  • Marginal note:Disclosure permitted

    (2) If the Commissioner is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed, subsection (1) does not prevent the Commissioner from disclosing it

    • (a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

    • (b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

    • (c) to the Canada Deposit Insurance Corporation for purposes related to its operation; and

    • (d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions.

  • 2001, c. 9, s. 566

Marginal note:Examination

  •  (1) The Commissioner, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry that the Commissioner considers necessary for the purposes of satisfying the Commissioner that the applicable consumer provisions are being complied with and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

  • Marginal note:Access to records of company

    (2) The Commissioner or a person acting under the Commissioner’s direction in carrying out his or her duties under subsection (1)

    • (a) has a right of access to any records, including electronic records, of a company; and

    • (b) may require the directors or officers of a company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of any matter subject to examination or inquiry under subsection (1).

  • 2001, c. 9, s. 566

Marginal note:Power of Commissioner on inquiry

 The Commissioner, in carrying out his or her duties in relation to consumer provisions, has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Commissioner’s direction.

  • 2001, c. 9, s. 566

Marginal note:Compliance agreement

 The Commissioner may enter into an agreement, called a “compliance agreement”, with a company for the purposes of implementing any measure designed to further compliance by it with the consumer provisions.

  • 2001, c. 9, s. 566

PART XIIIAdministration

Notices and Other Documents

Marginal note:Execution of documents

 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.

  • 2005, c. 54, s. 446

Marginal note:Notice to directors and shareholders

 A notice or document required by this Act or the regulations or by the incorporating instrument or by-laws of a company to be sent to a shareholder or director of a company may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the company or its transfer agent; and

  • (b) the director at the director’s latest address as shown in the records of the company or in the latest return made under section 499.

Marginal note:Presumption from return

 A director named in the latest return sent by a company to the Superintendent under section 499 is presumed for the purposes of this Act to be a director of the company referred to in the return.

Marginal note:Presumption of receipt

  •  (1) A notice or document sent by mail in accordance with section 521 to a shareholder or director is deemed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

  • Marginal note:Undelivered notices

    (2) If a company sends a notice or document to a shareholder in accordance with section 521 and it is returned on two consecutive occasions because the shareholder cannot be found, the company is not required to send any further notices or documents to the shareholder until it is informed in writing of their new address.

  • 1991, c. 45, s. 523
  • 2005, c. 54, s. 447

Marginal note:Service on a company

 A notice or document required by this Act to be sent to or served on a company may be sent by registered mail to the head office of the company and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the company did not receive the notice or document at that time or at all.

Marginal note:Certificate of company

  •  (1) A certificate issued on behalf of a company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a contract to which the company is a party, may be signed by a director or an officer of the company.

  • Marginal note:Proof of certain cases

    (2) When introduced as evidence in any civil, criminal or administrative action or proceeding,

    • (a) a fact stated in a certificate referred to in subsection (1),

    • (b) a certified extract from a securities register of a company, or

    • (c) a certified copy of, or an extract from, minutes of a meeting of shareholders, directors or a committee of directors of a company

    is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.

Marginal note:Entry in securities register

 An entry in the securities register of, or on a security certificate issued by, a company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

  • 1991, c. 45, s. 526
  • 2005, c. 54, s. 448(F)

Marginal note:Verification of documents or fact

  •  (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).

  • Marginal note:Form of proof

    (2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Alternative means of publication

  •  (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Alternative means of publishing summaries

    (2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Publication conditions

    (3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Other consequences

    (4) Where a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.

  • 1997, c. 15, s. 407
 
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