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

Act current to 2021-09-11 and last amended on 2021-06-30. Previous Versions

PART VIIOwnership (continued)

DIVISION IIIDirections (continued)

General Provisions

Marginal note:Interest of securities underwriter

 This Part does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.

Marginal note:Arrangements to effect compliance

  •  (1) The directors of a company may make such arrangements as they deem necessary to carry out the intent of this Part and, in particular, but without limiting the generality of the foregoing, may

    • (a) require any person in whose name a share of the company is held to submit a declaration setting out

      • (i) the beneficial ownership of the share, and

      • (ii) such other information as the directors deem relevant for the purposes of this Part;

    • (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

    • (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

  • Marginal note:Order of Superintendent

    (2) The Superintendent may, by order, direct a company to obtain from any person in whose name a share of the company is held a declaration setting out the name of every entity controlled by that person and containing information concerning

    • (a) the ownership or beneficial ownership of the share; and

    • (b) such other related matters as are specified by the Superintendent.

  • Marginal note:Compliance required

    (3) As soon as possible after receipt by a company of a direction under subsection (2),

    • (a) the company shall comply with the direction; and

    • (b) every person who is requested by the company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

  • Marginal note:Outstanding declaration: effect

    (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, a company may refuse to issue the share or register the transfer unless the required declaration is submitted.

Marginal note:Reliance on information

 A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in a declaration required by the directors pursuant to section 404 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the company or any such person for anything done or omitted to be done in good faith in reliance on any such information.

 [Repealed, 1994, c. 47, s. 211]

Marginal note:Exemption regulations

 The Governor in Council may, by regulation, exempt from any of the provisions of this Part any share transaction or any class of share transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner’s family, or to one or more trustees on their behalf.

Marginal note:Competition Act

 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.

PART VIIIBusiness and Powers

General Business

Marginal note:Main business

  •  (1) Subject to this Act, a company shall not engage in or carry on any business other than such business generally as appertains to the business of providing financial services.

  • Marginal note:Idem

    (2) For greater certainty, a company may

    • (a) subject to section 412, act as a trustee;

    • (b) act as a financial agent, receiver, liquidator or sequestrator;

    • (c) provide investment counselling services and portfolio management services; and

    • (d) issue payment, credit or charge cards and, in cooperation with others including other financial institutions, operate a payment, credit or charge card plan.

  • 1991, c. 45, s. 409
  • 2009, c. 2, s. 289(F)

Marginal note:Additional activities

  •  (1) In addition, a company may

    • (a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property;

    • (b) hold, manage and otherwise deal with real property;

    • (c) outside Canada, or with the prior written approval of the Minister, in Canada, engage in any of the following activities, namely,

      • (i) collecting, manipulating and transmitting

        • (A) information that is primarily financial or economic in nature,

        • (B) information that relates to the business of a permitted entity, as defined in subsection 449(1), or

        • (C) any other information that the Minister may, by order, specify,

      • (ii) providing advisory or other services in the design, development or implementation of information management systems,

      • (iii) designing, developing or marketing computer software, and

      • (iv) designing, developing, manufacturing or selling, as an ancillary activity to any activity referred to in any of subparagraphs (i) to (iii) that the company is engaging in, computer equipment integral to the provision of information services related to the business of financial institutions or to the provision of financial services;

    • (c.1) with the prior written approval of the Minister, develop, design, hold, manage, manufacture, sell or otherwise deal with data transmission systems, information sites, communication devices or information platforms or portals that are used

      • (i) to provide information that is primarily financial or economic in nature,

      • (ii) to provide information that relates to the business of a permitted entity, as defined in subsection 449(1), or

      • (iii) for a prescribed purpose or in prescribed circumstances;

    • (d) in Canada, engage in such activities referred to in paragraph (c) that the company was engaged in prior to June 1, 1992;

    • (d.1) engage, under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services;

    • (e) promote merchandise and services to the holders of any payment, credit or charge card issued by the company;

    • (f) engage in the sale of

      • (i) tickets, including lottery tickets, on a non-profit public service basis in connection with special, temporary and infrequent non-commercial celebrations or projects that are of local, municipal, provincial or national interest,

      • (ii) urban transit tickets, and

      • (iii) tickets in respect of a lottery sponsored by the federal government or a provincial or municipal government or an agency of any such government or governments;

    • (g) act as a custodian of property; and

    • (h) provide identification, authentication or verification services.

  • Marginal note:Restriction

    (2) Except as authorized by or under this Act, a company shall not deal in goods, wares or merchandise or engage in any trade or other business.

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations

    • (a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(c), (c.1) and (d.1);

    • (b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraphs (1)(c), (c.1) and (d.1); and

    • (c) respecting the circumstances in which companies may be exempted from the requirement to obtain the approval of the Minister before carrying on a particular activity referred to in paragraph (1)(c) or (c.1).

  • 1991, c. 45, s. 410
  • 1993, c. 34, s. 126(F)
  • 1997, c. 15, s. 375
  • 2001, c. 9, s. 530
  • 2018, c. 12, s. 310
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