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

Marginal note:Alternative means of publication

• 527.1 (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.

Approvals

Definition of approval

527.2 In sections 527.3 to 527.8, approval includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

Marginal note:Matters to take into account — Minister

• 527.3 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.

• Marginal note:Matters to take into account — Superintendent

  (2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.

Marginal note:Minister — terms, conditions and undertakings

• 527.4 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it or to ensure that such a financial institution has adequate policies and procedures to protect itself against threats to its integrity or security.

• Marginal note:Commissioner — supervision of terms, conditions and undertakings

  (1.1) If the Minister specifies that the Commissioner is to supervise a company to determine if it is complying with any terms and conditions that are imposed, or undertakings that are required, by the Minister for the protection of the company’s customers, the Commissioner may take the same measures that the Commissioner could take if the terms and conditions or undertaking were a consumer provision.

• Marginal note:Superintendent — terms, conditions and undertakings

  (2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.

Marginal note:Revocation, suspension or amendment of approval — Minister

• 527.5 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.

• Marginal note:Revocation, suspension or amendment of approval — Superintendent

  (2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.

• Marginal note:Representations

  (3) Before taking any action under subsection (1) or (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.

• Marginal note:Temporary suspension or amendment

  (4) If, in the Minister’s opinion, the length of time required for representations to be made under subsection (3) might be prejudicial to the public interest, the Minister may temporarily suspend or amend any approval granted by the Minister.

• Marginal note:Cessation of effect

  (5) A temporary suspension or amendment of an approval ceases to have effect on the earlier of

  • (a) the expiry of 30 days after the day on which it takes effect or of a shorter period that is specified by the Minister, and

  • (b) if the approval is revoked, suspended or amended under subsection (1), the day on which the revocation, suspension or amendment takes effect.

Marginal note:Confidential undertaking

• 527.51 (1) If, in the Minister’s opinion, the disclosure of information about an undertaking required under subsection 527.4(1) or 527.5(1) or (4), or information that could reveal the existence of the undertaking, could pose a threat to the integrity or security of the financial institution to which the undertaking relates or could be injurious to national security, the Minister may specify that the information is confidential and shall be treated accordingly.

• Marginal note:Prohibition

  (2) Despite anything in this Act but subject to subsection (3), it is prohibited to disclose any confidential information referred to in subsection (1) except in accordance with any terms or conditions that the Minister may specify in the undertaking.

• Marginal note:Notice — Committee and Review Agency

  (3) If the Minister specifies under subsection (1) that information referred to in that subsection is confidential for reasons related to national security, the Minister shall, within 30 days after the day on which the undertaking in question is required, notify

  • (a) the Committee, as defined in section 2 of the National Security and Intelligence Committee of Parliamentarians Act; and

  • (b) the Review Agency, as defined in section 2 of the National Security and Intelligence Review Agency Act.

Marginal note:Effect of non-compliance on approval

• 527.6 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.

• Marginal note:Non-compliance

  (2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may

  • (a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or

  • (b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.

• Marginal note:Representations

  (3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.

• Marginal note:Revocation, suspension or amendment

  (4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.

Marginal note:Multiple approval — other approvals

527.7 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.

Marginal note:Exemption in relation to notices of intention

527.8 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.

Exceptions to Generally Accepted Accounting Principles

Marginal note:Calculations — generally accepted accounting principles

• 527.81 (1) If, as a result of a change to the accounting principles referred to in subsection 313(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

• Marginal note:Canada Gazette

  (2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

• Marginal note:Five-year limit

  (3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

Orders to Exempt or Adapt

Marginal note:Order

• 527.9 (1) On the recommendation of the Minister, the Governor in Council may, by order,

  • (a) provide that any provision of this Act or the regulations shall not apply to a company, to Her Majesty in right of Canada or an agent or agency of Her Majesty or to any other person otherwise subject to the provision; and

  • (b) provide that any provision of this Act or the regulations applies to a company, to Her Majesty in right of Canada or Her Majesty’s agent or agency or to any other person subject to the provision only in the manner and to the extent provided for in the order, and adapt the provision for the purposes of that application.

• Marginal note:Minister’s recommendation

  (2) The Minister may make a recommendation under subsection (1) only if the Minister

  • (a) is of the opinion that the order would relate to

    • (i) the acquisition, holding, sale or other disposition of, or other dealing with, shares of a company by, or the transfer or issue of shares of a company to, Her Majesty in right of Canada or Her Majesty’s agent or agency, or

    • (ii) the management of the business and affairs or the regulation and supervision of a company during the time that Her Majesty or Her Majesty’s agent or agency is acquiring, holding, selling or otherwise disposing of, or otherwise dealing with, shares of the company, or during the time that shares of the company are transferred or issued to Her Majesty or Her Majesty’s agent or agency; and

  • (b) is of the opinion — after considering measures other than an order under that subsection and after consulting with the Superintendent, the Governor of the Bank of Canada and the Chief Executive Officer of the Canada Deposit Insurance Corporation — that the order will promote the stability of the financial system in Canada.

• Marginal note:Terms and conditions

  (3) On the recommendation of the Minister, the Governor in Council may, by order, impose any terms and conditions relating to the acquisition of shares of a company by, or transfer or issue of shares of a company to, Her Majesty in right of Canada or Her Majesty’s agent or agency.

• Marginal note:Repeal of order under subsection (1)

  (4) The Minister may recommend the repeal of an order made under subsection (1) without regard to subsection (2).

• Marginal note:Terms, conditions and undertakings

  (5) From the time that Her Majesty in right of Canada or an agent or agency of Her Majesty acquires shares of a company to the time that the shares are sold or otherwise disposed of, the Minister may, by order, impose any terms and conditions on — or require any undertaking from — the company that the Minister considers appropriate, including any terms and conditions or undertakings relating to

  • (a) the remuneration of the company’s senior officers, as defined in section 509.01, and directors;

  • (b) the appointment or removal of the company’s senior officers, as defined in section 509.01, and directors;

  • (c) the payment of dividends by the company; and

  • (d) the company’s lending policies and practices.

• Marginal note:Acquisition

  (6) Despite Part X of the Financial Administration Act, the Minister or an agent or agency of Her Majesty in right of Canada may, on any terms and conditions imposed under subsection (3), acquire and hold shares of a company on behalf of or in trust for Her Majesty if, as a result of an order under subsection (1), the company may record in its securities register the transfer or issue of shares to Her Majesty or an agent or agency of Her Majesty.

• Marginal note:Payment out of C.R.F.

  (7) On the requisition of the Minister, there may be paid out of the Consolidated Revenue Fund the amount that the Minister or an agent or agency of Her Majesty in right of Canada is required to pay for the acquisition of shares under subsection (6) and any costs and expenses incurred in connection with the acquisition, holding, sale or other disposition of, or other dealing with, the shares.

• Marginal note:Registration of shares

  (8) Shares acquired under subsection (6) by the Minister or an agent or agency of Her Majesty in right of Canada shall be registered in the name of the Minister, agent or agency, as the case may be, in the company’s securities register if they are capable of being registered in it, and the shares shall be held by the Minister, agent or agency, as the case may be, on behalf of or in trust for Her Majesty.

• Marginal note:Disposition by Minister

  (9) The Minister may, at any time, sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Disposition by agent or agency

  (10) An agent or agency of Her Majesty in right of Canada — at the request of the Minister, which may be made at any time — shall sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Consideration by Minister

  (11) If the Minister or an agent or agency of Her Majesty in right of Canada is holding shares of a company on behalf of or in trust for Her Majesty on the day that is two years after the day on which the shares were acquired, the Minister shall consider whether holding the shares continues to promote the stability of the financial system in Canada.

• Marginal note:Mandatory disposition

  (12) If the Minister, under subsection (11), considers that holding shares acquired under subsection (6) no longer continues to promote the stability of the financial system in Canada, the Minister — or, at the request of the Minister, the agent or agency of Her Majesty in right of Canada — shall take the measures that the Minister considers practicable in the circumstances to sell or otherwise dispose of the shares. The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Not a Crown corporation

  (13) Even if the acquisition of a company’s shares under subsection (6) would otherwise cause the company to be a Crown corporation, as defined in subsection 83(1) of the Financial Administration Act, the company is not a Crown corporation for the purposes of that Act.

• Marginal note:Statutory Instruments Act

  (14) The Statutory Instruments Act does not apply to an order made under this section.

• Definition of shares

  (15) For the purposes of this section, shares includes any conversion or exchange privilege, option or right to acquire shares.