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

PART XIVSanctions

Marginal note:Offence

• 533 (1) Every person who, without reasonable cause, contravenes any provision of this Act or the regulations is guilty of an offence.

• Marginal note:False or misleading information

  (1.1) Every person who knowingly provides false or misleading information in relation to any matter under this Act or the regulations is guilty of an offence.

• Marginal note:Undue preference to creditor

  (2) Every director, officer or employee of a company who wilfully gives or concurs in giving to any creditor of the company any fraudulent, undue or unfair preference over other creditors, by giving security to the creditor, by changing the nature of the creditor’s claim or otherwise, is guilty of an offence.

• Marginal note:Failure to provide information

  (3) Every person who, without reasonable cause, refuses or fails to comply with a requirement made under paragraph 505(2)(b) is guilty of an offence.

• Marginal note:Use of name

  (4) Except to the extent permitted by the regulations, every person who uses the name of a company in a prospectus, offering memorandum, takeover bid circular, advertisement for a transaction related to securities or in any other document in connection with a transaction related to securities is guilty of an offence.

Marginal note:Punishment

• 534 (1) Every person who is guilty of an offence under any of subsections 533(1) to (4) is

  • (a) in the case of a natural person, liable

    • (i) on summary conviction, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding twelve months, or to both, or

    • (ii) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both; and

  • (b) in the case of an entity, liable

    • (i) on summary conviction, to a fine not exceeding $500,000, or

    • (ii) on conviction on indictment, to a fine not exceeding $5,000,000.

• Marginal note:Order to comply

  (2) Where a person has been convicted of an offence under this Act, the court may, in addition to any punishment it may otherwise impose, order the person to comply with the provisions of this Act or the regulations in respect of which the person was convicted.

• Marginal note:Additional fine

  (3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or their spouse, common-law partner or other dependant, order the convicted person to pay, despite the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to three times the court’s estimation of the amount of those monetary benefits.

Marginal note:Liability of officers, directors, etc.

535 Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence whether or not the entity has been prosecuted or convicted.

Marginal note:Limitation period

• 535.1 (1) Proceedings by way of summary conviction in respect of an offence under a provision of this Act may be commenced at any time within, but not later than, two years after the day on which the subject-matter of the proceedings became known, in the case of an offence under a consumer provision, to the Commissioner and, in any other case, to the Superintendent.

• Marginal note:Certificate of Superintendent or Commissioner

  (2) A document appearing to have been issued by the Superintendent or Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or Commissioner is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and is, in the absence of evidence to the contrary, proof of the matter asserted in it.

Marginal note:Effect of offence on contracts

536 Unless otherwise expressly provided in this Act, a contravention of any provision of this Act or the regulations does not invalidate any contract entered into in contravention of the provision.

Marginal note:Restraining or compliance order

• 537 (1) If a company or any director, officer, employee or agent of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

• Marginal note:Compliance or restraining order — consumer provisions

  (2) If a company or any director, officer, employee or agent of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with — or restraining the company, director, officer, employee or agent from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

Marginal note:Appeal of final order

• 538 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

• Marginal note:Appeal with leave

  (2) An appeal lies to the court of appeal of a province from any order, other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.

Marginal note:Recovery and application of fines

539 All fines payable under this Act are recoverable and enforceable, with costs, at the suit of Her Majesty in right of Canada, instituted by the Attorney General of Canada, and, when recovered, belong to Her Majesty in right of Canada.

PART XIV.1Documents in Electronic or Other Form

Marginal note:Definitions

539.01 The following definitions apply in this Part.

electronic document

electronic document means, except in section 539.1, any form of representation of information or concepts that is fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

information system

information system means a system used to generate, send, receive, store or otherwise process an electronic document. (système de traitement de l’information)

Marginal note:Application

539.02 This Part other than sections 539.13 and 539.14 does not apply in respect of any notice, document or other information that under this Act or the regulations is sent to or issued by the Minister, the Superintendent, the Commissioner or the Bank of Canada or any prescribed notice, document or information.

Marginal note:Use not mandatory

539.03 Nothing in this Act or the regulations requires a person to create or provide an electronic document.

Marginal note:Consent and other requirements

• 539.04 (1) Despite anything in this Part, a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless

  • (a) the addressee consents and designates an information system for the receipt of the electronic document;

  • (b) the electronic document is, unless otherwise prescribed, provided to the designated information system; and

  • (c) the prescribed requirements are complied with.

• Marginal note:Consent and notice in electronic form

  (1.1) Despite subsection (1), the requirements referred to in paragraph (1)(c) may provide that the consent referred to in paragraph (1)(a) and any notice related to that consent may be provided in electronic form.

• Marginal note:Regulations — revocation of consent

  (2) The Governor in Council may make regulations respecting the revocation of the consent referred to in paragraph (1)(a).