Fourth Series of Proposals to Harmonize Federal Law with the Civil Law of the Province Of Quebec and to Amend Certain Acts in Order to Ensure that Each Language Version Takes Into Account the Common Law and the Civil Law

Table of Provisions

Short Title

Marginal note: Short title

1 Fourth series of Federal Law–Civil Law Harmonization Proposals.

PART 1 - Amendments to Legislation Governing Financial Institutions

1991, c. 46
Bank Act

2 (1) The definition biens immeubles in section 2 of the French version of the Bank Act is repealed.

Marginal note: 2010, c. 12, s. 1894(1)

(2) The definitions fiduciary, personal representative, proxy, residential property and security interest in section 2 of the Act are replaced by the following:

fiduciary

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; (représentant personnel)

proxy

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

residential property

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

security interest

security interest means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

(3) The definitions beneficial ownership, form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following:

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

(4) The definitions fondé de pouvoir and opération in section 2 of the French version of the Act are replaced by the following:

fondé de pouvoir

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. (proxyholder)

Opération

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. (trade)

Explanatory Note 1

Marginal note: 2010, c. 12, ss. 1894(2)(F) and (7)(E)

(5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following:

  • (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and

Explanatory Note 2

(6) Section 2 of the Act is amended by adding the following in alphabetical order:

immovable

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

Explanatory Note 3

(7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order:

bien réel

bien réel est assimilé à un bien réel l’intérêt à bail sur un tel bien. (real property)

3 Subsection 15(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    15 (1) La banque a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 4

Marginal note: 2005, c. 54, s. 6

4 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the bank as a director, an officer, an employee or an agent or mandatary of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 5

5 Paragraph 38(1)(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 6

Marginal note: 2005, c. 54, s. 9

6 (1) Subparagraph 66(3)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 7

Marginal note: 2010, c. 12, s. 1934(2)

(2) Subparagraph 66(3.1)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the federal credit union at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 8

Marginal note: 2010, c. 12, s. 1937

7 Subsection 71(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share or membership share except in accordance with section 75.

Explanatory Note 9

8 (1) The definitions adverse claim and purchaser in section 81 of the Act are replaced by the following:

adverse claim

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

Explanatory Note 10

Marginal note: 2010, c. 12, s. 1946

(2) The portion of the definition security or security certificate in section 81 of the English version of the Act after paragraph (c) is replaced by the following:

  • (d) evidence of a share, participation or other interest or right in or obligation of a bank,

but does not include a document evidencing a deposit or, in the case of a federal credit union, a membership share; (valeur mobilière ou certificat de valeur mobilière)

Explanatory Note 11

9 Paragraph 91(a) of the English version of the Act is replaced by the following:

  • (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Explanatory Note 12

Marginal note: 2005, c. 54, s. 15(E)

10 Section 94 of the Act is replaced by the following:

  • Marginal note: Minors

    94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the bank.

Explanatory Note 13

Marginal note: 1991, c. 46, s. 575

11 (1) Subsection 96(1) of the Act is replaced by the following:

  • Marginal note: Transmission of securities

    96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)(a) delivers to the bank or its transfer agent the following documents, accompanied by any assurance the bank may require under section 127:

    • (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters probate or of a judgment probating a will, the original document or a copy certified to be a true copy by

      • (i) the court that granted the probate or letters of administration or that issued the letters probate or the judgment probating the will,

      • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

      • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)(a);

    • (b) in the case of a will probated by a notary in Quebec, a certified copy of the notarial minutes of the probate;

    • (c) in the case of letters probate issued by a notary in Quebec, a certified copy of the letters;

    • (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

    • (e) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)(a) that states the particulars of the transmission; and

    • (f) the security certificate that was owned by the deceased holder

      • (i) in the case of a transfer to the person referred to in paragraph 93(2)(a), with or without the endorsement of that person, and

      • (ii) in the case of a transfer to any other person, endorsed in accordance with section 111.

Explanatory Note 14

(2) The portion of subsection 96(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Excepted transmissions

    (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents:

Explanatory Note 15

(3) Paragraph 96(2)(b) of the Act is replaced by the following:

  • (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

12 Subsection 100(1) of the Act is replaced by the following:

  • Marginal note: Notice of defect

    100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Explanatory Note 16

13 Subsection 104(3) of the English version of the Act is replaced by the following:

  • Marginal note: Limitation

    (3) A purchaser acquires rights only to the extent of the interest or right purchased.

Explanatory Note 17

14 Subsection 108(5) of the English version of the Act is replaced by the following:

  • Marginal note: Warranties of securities broker

    (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

Explanatory Note 18

15 (1) Paragraph 110(1)(e) of the French version of the Act is replaced by the following:

  • e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

Explanatory Note 19

(2) Paragraph 110(1)(g) of the English version of the Act is replaced by the following:

  • (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

16 Section 114 of the English version of the Act is replaced by the following:

  • Marginal note: Effect of fiduciary failing to comply

    114 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Explanatory Note 20

17 (1) The portion of subsection 121(4) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Transfer through clearing agency

    (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Explanatory Note 21

(2) The portion of subsection 121(4) of the English version of the Act after paragraph (b) is repealed.

(3) Subsection 121(5) of the Act is replaced by the following:

  • Marginal note: Interests or rights in fungible bulk

    (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Explanatory Note 22

(4) Subsections 121(6) and (7) of the French version of the Act are replaced by the following:

  • Marginal note: Transfert ou gage équivaut à livraison

    (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

  • Marginal note: Inscription équivaut à acceptation de livraison

    (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

(5) Subsection 121(9) of the French version of the Act is replaced by the following:

  • Marginal note: Non-inscription

    (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 126 à 133.

Explanatory Note 23

18 Subsection 123(2) of the French version of the Act is replaced by the following:

  • Marginal note: Résolution d’un transfert

    (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Explanatory Note 24

19 Sections 124 and 125 of the Act are replaced by the following:

  • Marginal note: Seizure of security

    124 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

  • Marginal note: No liability if good faith disposition

    125 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a bank, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

Explanatory Note 25

20 (1) Paragraph 127(1)(a) of the English version of the Act is replaced by the following:

  • (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

Explanatory Note 26

(2) Paragraph 127(4)(a) of the French version of the Act is replaced by the following:

  • a) dans le cas du représentant nommé judiciairement et visé au paragraphe 96(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

Explanatory Note 27

21 Paragraph 129(2)(b) of the English version of the Act is replaced by the following:

  • (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Explanatory Note 28

22 The portion of section 134 of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Rights and obligations

    134 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Explanatory Note 29

23 Section 135 of the English version of the Act is replaced by the following:

  • Marginal note: Notice

    135 Notice to one of the persons referred to in section 134 is notice to the issuer in respect of the functions performed by that person.

Explanatory Note 30

24 Subsection 143(6) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (6) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Explanatory Note 31

Marginal note: 2010, c. 12, s. 1957

25 Subsection 144.1(10) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (10) La coopérative de crédit fédérale ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition.

Explanatory Note 32

Marginal note: 1997, c. 15, s. 10

26 Paragraph (b) of the definition solicit or solicitation in section 156.01 of the English version of the Act is replaced by the following:

  • (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Explanatory Note 33

Marginal note: 1997, c. 15, s. 10

27 (1) Subsections 156.02(1) and (2) of the Act are replaced by the following:

  • Marginal note: Appointing proxyholder

    156.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note: Execution or signature of proxy

    (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Explanatory Note 34

Marginal note: 1997, c. 15, s. 10

(2) Subsection 156.02(4) of the English version of the Act is replaced by the following:

  • Marginal note: Required information

    (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

Explanatory Note 35

Marginal note: 1997, c. 15, s. 10

(3) The portion of paragraph 156.02(6)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Explanatory Note 36

Marginal note: 1997, c. 15, s. 10

28 Section 156.03 of the English version of the Act is replaced by the following:

  • Marginal note: Deposit of proxies

    156.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

Explanatory Note 37

Marginal note: 1997, c. 15, s. 10

29 Subsection 156.06(1) of the English version of the Act is replaced by the following:

  • Marginal note: Attendance at meeting

    156.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Explanatory Note 38

Marginal note: 2005, c. 54, s. 31

30 Subsection 156.07(4) of the French version of the Act is replaced by the following:

  • Marginal note: Exemplaires

    (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Explanatory Note 39

Marginal note: 2001, c. 9, s. 67

31 Subsection 156.09(10) of the French version of the Act is replaced by the following:

  • Marginal note: Cessation d’application du paragraphe (9)

    (10) Le paragraphe (9) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté.

Explanatory Note 40

Marginal note: 2012, c. 31, s. 109

32 (1) Paragraph 160(f.1) of the English version of the Act is replaced by the following:

  • (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1);

Explanatory Note 41

(2) Paragraph 160(i) of the English version of the Act is replaced by the following:

  • (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and

Marginal note: 2010, c. 12, s. 1978

33 Subsection 175(3) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (3) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément aux paragraphes (1) ou (2), la déclaration faite par un administrateur.

Explanatory Note 42

Marginal note: 2010, c. 12, s. 1986

34 Section 192.09 of the French version of the Act is replaced by the following:

Marginal note: Maintien des droits

  • 192.09 Les modifications des lettres patentes ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la coopérative de crédit fédérale, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 43

Marginal note: 2010, c. 12, s. 1986

35 Paragraph 192.1(b) of the Act is replaced by the following:

  • (b) there were in the by-law a covenant under seal on the part of, or, in Quebec, an agreement binding on, each member, and the successors and assigns of the member, to conform to the by-law.

Explanatory Note 44

Marginal note: 2005, c. 54, s. 40

36 Paragraph 203(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank, an entity controlled by the bank or an entity in which the bank has a substantial investment;

Explanatory Note 45

37 Subsection 210(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of a bank pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 46

38 Section 222 of the French version of the Act is replaced by the following:

  • Marginal note: Maintien des droits

    222 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la banque, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 47

Marginal note: 2010, c. 12, s. 2000(2)

39 Subsection 226(5) of the French version of the Act is replaced by the following:

  • Marginal note: Résiliation

    (5) Le conseil d’administration de l’une des banques ou personnes morales requérantes peut résilier la convention de fusion, si elle comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les actionnaires — ou par les membres et par les actionnaires, le cas échéant — de toutes les banques ou personnes morales requérantes ou de certaines d’entre elles.

Explanatory Note 48

40 Subsection 228(1) of the French version of the Act is replaced by the following:

Marginal note: Approbation de la convention par le ministre

  • 228 (1) Sous réserve du paragraphe (2), sauf s’il y a résiliation de la convention de fusion conformément au paragraphe 226(5), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 226(4) soit l’approbation des conseils d’administration prévue à l’article 227, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même banque.

Explanatory Note 49

Marginal note: 2001, c. 9, s. 86

41 Subsection 229.1(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    229.1 (1) If a bank or any director, any officer, any employee or any agent or mandatary of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 50

42 Paragraph 230(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 51

Marginal note: 2010, c. 12, s. 2009(3)(E)

43 (1) Subsection 240(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up.

Explanatory Note 52

(2) The portion of subsection 240(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) A bank or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Explanatory Note 53

44 The portion of section 244 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    244 A bank and its agents or mandataries must take reasonable precautions to

Explanatory Note 54

Marginal note: 2005, c. 54, s. 53

45 (1) Subsection 248(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 55

Marginal note: 2005, c. 54, s. 53

(2) The portion of subsection 248(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) A bank or its agent or mandatary must provide the supplementary information within

Explanatory Note 56

46 Section 250 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    250 A bank may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Explanatory Note 57

47 The portion of section 254 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Destruction of certificates

    254 A bank, its agent or mandatary or a trustee as defined in section 294 is not required to produce

Explanatory Note 58

Marginal note: 2010, c. 12, s. 2015

48 (1) Subsection 254.1(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 59

Marginal note: 2010, c. 12, s. 2015

(2) The portion of subsection 254.1(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) A federal credit union or its agent or mandatary must provide the supplementary information within

Explanatory Note 60

Marginal note: 2010, c. 12, s. 2015

49 Section 254.3 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    254.3 A federal credit union may appoint an agent or mandatary to maintain its members register and each of its branch members registers.

Explanatory Note 61

Marginal note: 2010, c. 12, s. 2015

50 Section 254.6 of the English version of the Act is replaced by the following:

  • Marginal note: Cancelled membership share certificate

    254.6 A federal credit union, its agent or mandatary or a trustee as defined in section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled.

Explanatory Note 62

Marginal note: 2005, c. 54, s. 54

51 Subsection 256(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 63

52 The definitions option d’achat and option de vente in subsection 265(1) of the French version of the Act are replaced by the following:

option d’achat

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. (call)

option de vente

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. (put)

Explanatory Note 64

Marginal note: 2005, c. 54, s. 57

53 Paragraph 271(5)(c) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

Explanatory Note 65

Marginal note: 2005, c. 54, s. 57

54 (1) Paragraph 277(18)(a) of the French version of the Act is replaced by the following:

  • a) tous les actionnaires opposants dont la banque n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 66

Marginal note: 2005, c. 54, s. 57

(2) Subsection 277(19) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs du tribunal

    (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question.

Explanatory Note 67

Marginal note: 2005, c. 54, s. 58(4)(E)

55 (1) Paragraph (c) of the definition associate of the offeror in subsection 283(1) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity,

Explanatory Note 68

Marginal note: 2005, c. 54, s. 58(6)(F)

(2) The portion of the definition offeror in subsection 283(1) of the English version of the Act before paragraph (a) is replaced by the following:

offeror

offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

Explanatory Note 69

Marginal note: 2005, c. 54, s. 66

56 Paragraph 290(a) of the French version of the Act is replaced by the following:

  • a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 286b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 70

57 (1) Subsection 291(1) of the French version of the Act is replaced by the following:

Marginal note: Pouvoirs du tribunal

  • 291 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 289(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance.

Explanatory Note 71

(2) Paragraph 291(4)(b) of the French version of the Act is replaced by the following:

  • b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la banque pollicitée;

Explanatory Note 72

58 The definition trust indenture in section 294 of the Act is replaced by the following:

trust indenture

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a bank, under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. (acte de fiducie)

Explanatory Note 73

59 Subparagraph 315(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank within the two years immediately preceding the firm’s proposed appointment as auditor of the bank, other than an affiliate that is a subsidiary of the bank acquired under section 472 or through a realization of security under section 473.

Explanatory Note 74

60 (1) Subsection 324(1) of the English version of the Act is replaced by the following:

  • Marginal note: Right to information

    324 (1) On the request of the auditor or auditors of a bank, the present or former directors, officers, employees or agents or mandataries of the bank must, to the extent that they are reasonably able to do so,

    • (a) permit access to any records, assets and security held by the bank or any entity in which the bank has a substantial investment that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and

    • (b) provide any information and explanations that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties.

Explanatory Note 75

(2) Paragraph 324(2)(a) of the English version of the Act is replaced by the following:

  • (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and

Explanatory Note 76

61 Subsection 336(2) of the Act is replaced by the following:

  • Marginal note: Court approval to discontinue

    (2) An application made or an action brought or intervened in under subsection 334(1) or section 338 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Explanatory Note 77

Marginal note: 2005, c. 54, s. 77(F)

62 Paragraph 349(b) of the French version of the Act is replaced by the following:

  • b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

Explanatory Note 78

63 (1) Paragraph 353(1)(d) of the French version of the Act is replaced by the following:

  • d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la banque;

Explanatory Note 79

(2) Paragraph 353(2)(e) of the English version of the Act is replaced by the following:

  • (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the bank;

Explanatory Note 80

Marginal note: 2010, c. 12, s. 2044(2)

64 Subsection 357(3) of the Act is replaced by the following:

  • Marginal note: Notification of final accounts

    (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union.

Explanatory Note 81

Marginal note: 2010, c. 12, s. 2047(3)

65 Paragraph 363(4)(a) of the French version of the Act is replaced by the following:

  • a) de joindre comme partie à l’instance chaque ancien actionnaire, ancien membre ou fondateur retrouvé par le demandeur;

Explanatory Note 82

66 (1) The portion of the definition agent in subsection 370(1) of the English version of the Act before subparagraph (a)(ii) is replaced by the following:

agent

means

  • (a) in relation to Her Majesty in right of Canada or of a province, an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include

    • (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person,

Explanatory Note 83

(2) The portion of the definition agent in subsection 370(1) of the English version of the Act after subparagraph (a)(ii) is replaced by the following:

  • (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province is a trustee, and

(b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. (mandataire)

Marginal note: 2001, c. 9, s. 98

67 Paragraphs 378.1(a) and (b) of the Act are replaced by the following:

  • (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 84

Marginal note: 2001, c. 9, s. 98

68 Paragraphs 378.2(a) and (b) of the Act are replaced by the following:

  • (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 85

Marginal note: 2010, c. 12, s. 2068(2)

69 Paragraph 392(2)(a) of the French version of the Act is replaced by the following:

  • a) il y a eu disposition des actions ou des parts sociales ayant donné lieu à la contravention;

Explanatory Note 86

70 Section 406 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    406 A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in a declaration required by the directors under section 405 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 405, and no action lies against the bank or the person for anything done or omitted to be done in good faith in reliance on the information.

Explanatory Note 87

Marginal note: 2001, c. 9, s. 101

71 (1) Paragraph 411(1)(a) of the English version of the Act is replaced by the following:

  • (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 464(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or

Explanatory Note 88

(2) Paragraphs 411(2)(a) and (b) of the English version of the Act are replaced by the following:

  • (a) the name of the person for whom a bank is acting as agent or mandatary under subsection (1); and

  • (b) whether any commission is being earned by a bank when acting as agent or mandatary under subsection (1).

Explanatory Note 89

72 Section 412 of the Act is replaced by the following:

  • Marginal note: Prohibited activities

    412 It is prohibited for a bank to act in Canada

    • (a) as an executor or administrator of an estate or liquidator of a succession;

    • (b) as a trustee for a trust;

    • (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

    • (d) in any capacity similar to the capacities mentioned in paragraph (c).

Explanatory Note 90

Marginal note: 2007, c. 6, s. 25(1)

73 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following:

Marginal note: Deposits less than $150,000

  • 413.2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 91

Marginal note: 2001, c. 9, s. 104

(2) Subsection 413.2(3) of the English version of the Act is replaced by the following:

  • Marginal note: Regulations

    (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 92

Marginal note: 2001, c. 9, s. 106

74 Section 417 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    417 A bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 464(1), is not permitted to engage.

Explanatory Note 93

Marginal note: 2007, c. 6, s. 27

75 (1) Subsection 418(1) of the Act is replaced by the following:

Marginal note: Restriction on mortgages or hypothecs

  • 418 (1) A bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 94

(2) Paragraph 418(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the bank may make a loan is established;

Explanatory Note 95

Marginal note: 1997, c. 15, s. 46

(3) Paragraph 418(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the bank on a property disposed of by the bank, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the bank for the property.

76 Section 420 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction on receivers or sequestrators

    420 A bank must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the bank.

Explanatory Note 96

77 (1) The definition bateau de pêche in subsection 425(1) of the French version of the Act is replaced by the following:

bateau de pêche

bateau de pêche Navire ou vaisseau ou tout autre genre de bateau destiné à la pêche, ainsi que les engins, appareils et dispositifs destinés à l’armement du bateau et en faisant partie, ou toute part ou tout intérêt partiel dans celui-ci. (fishing vessel)

Explanatory Note 97

(2) Paragraphs (a) and (b) of the definition warehouse receipt in subsection 425(1) of the Act are replaced by the following:

  • (a) any receipt given by any person for goods, wares and merchandise in the person’s actual, visible and continued possession as a bailee or depositary in good faith and not as an owner,

  • (b) receipts given by any person who is the owner or keeper of a harbour, cove, pond, wharf, yard, warehouse, shed, storehouse or other place for the storage of goods, wares and merchandise, for goods, wares and merchandise delivered to the person as a bailee or depositary, and actually in the place or in one or more of the places owned or kept by the person, whether or not that person is engaged in other business,

Explanatory Note 98

(3) Paragraph (e) of the definition warehouse receipt in subsection 425(1) of the Act is replaced by the following:

  • (e) receipts given by any person for any hydrocarbons received by the person as a bailee or depositary, whether the person’s obligation to restore requires delivery of the same hydrocarbons or may be satisfied by delivery of the same quantity of hydrocarbons of the same or a similar grade or kind. (récépissé d’entrepôt)

78 (1) The portion of subsection 426(1) of the French version of the Act before paragraph (a) is replaced by the following:

Marginal note: Prêts sur hydrocarbures et substances minérales

  • 426 (1) La banque peut consentir des prêts ou des avances garantis soit par un ou plusieurs des biens ci-après, soit par des droits ou intérêts relatifs à l’un de ces biens, que la garantie ait été fournie par l’emprunteur, une caution ou une tierce personne :

Explanatory Note 99

(2) Paragraph 426(1)(c) of the Act is replaced by the following:

  • (c) the entire or partial estate or interest of any person, or the right or share of a right of any person, including an immovable real right, in or to those hydrocarbons or minerals, rights, licences, permits and lands, and

(3) The portion of subsection 426(2) of the English version of the Act before paragraph (b) is replaced by the following:

  • Marginal note: Security

    (2) Security under this section may be given by signature and delivery to the bank, by or on behalf of the person giving the security, of an instrument or act in the prescribed form or in a form of similar effect, and affects the property described in the instrument or act giving the security

    • (a) of which the person giving the security is the owner at the time of the delivery of the instrument or act, or

Explanatory Note 100

(4) Paragraph 426(2)(b) of the Act is replaced by the following:

  • (b) of which that person becomes the owner at any time after the delivery of the instrument or act and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery,

(5) The portion of subsection 426(3) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Rights under security

    (3) Any security given under this section vests in the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, full power, right and authority, through its officers, its employees or its agents or mandataries, in the event of

Explanatory Note 101

(6) The portion of subsection 426(3) of the French version of the Act after paragraph (b) is replaced by the following:

  • tous les pouvoirs — en sus et sans préjudice des autres pouvoirs qui lui sont dévolus — pour prendre, à sa convenance, toutes les mesures ci-après ou certaines d’entre elles, à savoir : prendre possession de la totalité ou d’une partie des biens affectés à la garantie ou les saisir, les prendre en charge, en assurer l’entretien, les utiliser, les exploiter et, sous réserve de toute autre loi qui en régit la propriété et la disposition et de ses règlements, les vendre selon qu’elle le juge à propos.

Marginal note: 2012, c. 5, s. 37

(7) Subsections 426(7) and (7.1) of the Act are replaced by the following:

  • Marginal note: Priority of bank’s rights

    (7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all interests or rights subsequently acquired in, on or in respect of the property and over the claim of any holder of a mechanics’ lien or construction legal hypothec, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property.

  • Marginal note: Exception

    (7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that lien, that prior claim, that right of retention or that security interest.

Explanatory Note 102

(8) The portion of subsection 426(8) of the French version of the Act before paragraph (b) is replaced by the following:

  • Marginal note: Priorité des droits de la banque

    (8) Les droits et pouvoirs de la banque concernant les biens visés par une garantie donnée conformément au présent article ne priment pas les droits ou intérêts acquis sur ces biens, sauf si :

    • a) avant l’enregistrement de ces droits ou intérêts,

Explanatory Note 103

(9) Paragraph 426(8)(b) of the Act is replaced by the following:

  • (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of it,

(10) Paragraphs 426(8)(c) and (d) of the English version of the Act are replaced by the following:

  • (c) an original of the instrument or act giving the security,

  • (d) a copy of the instrument or act giving the security, certified by an officer or employee of the bank to be a true copy, or

(11) Subsection 426(10) of the French version of the Act is replaced by the following:

  • Marginal note: Exception

    (10) Les paragraphes (8) et (9) ne s’appliquent pas si la loi provinciale en cause ne permet pas l’enregistrement ou le dépôt du document présenté ou si les lois fédérales régissant la propriété et la disposition du bien qui fait l’objet d’une garantie donnée en vertu du présent article ne prévoient pas, par un renvoi exprès au présent article, l’enregistrement ou le dépôt du document présenté.

Explanatory Note 104

79 (1) Paragraph 427(2)(b) of the Act is replaced by the following:

  • (b) of which that person becomes the owner at any time after the delivery of the document and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery,

Explanatory Note 105

(2) The portion of paragraph 427(2)(d) of the Act after subparagraph (vi) is replaced by the following:

  • a first and preferential lien and claim on the property for the sum secured and interest, and in the case of a crop before and after the severance from the soil, harvesting or threshing of the crop, and, in addition, the same rights and powers in respect of the property as if the bank had acquired a warehouse receipt or bill of lading in which the property was described, and all rights and powers of the bank subsist even if the property is affixed to real property or immovables and even if the person giving the security is not the owner of the real property or immovables,

(3) The portion of subsection 427(3) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Power of bank to take possession, etc.

    (3) If security on any property is given to a bank under any of paragraphs (1)(c) to (p), the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, has full power, right and authority, through its officers, its employees or its agents or mandataries, in the case of

Explanatory Note 106

(4) Paragraph 427(3)(e) of the French version of the Act is replaced by the following:

  • e) tentative, sans le consentement de la banque, de disposition des biens affectés à la garantie,

(5) The portion of subsection 427(3) of the Act after paragraph (f) is replaced by the following:

  • to take possession of or seize the property covered by the security, and in the case of aquacultural stock growing or produced in the aquaculture operation or a crop growing or produced on the farm, to care for it and, if applicable, to harvest it or thresh the grain from it, and in the case of livestock or aquatic plants and animals, to care for them, and has the right and authority to enter on any land, premises or site whenever necessary for any of those purposes and to detach and remove the property covered by the security, exclusive of wiring, conduits or piping incorporated in a building, from any real property or immovable to which it is affixed.

(6) Paragraph 427(4)(a) of the English version of the Act is replaced by the following:

  • (a) the rights and powers of the bank in respect of property covered by the security are void as against or, in Quebec, may not be set up against, creditors of the person giving the security and persons who, subsequently and in good faith, purchase, or take a mortgage or hypothec on, the property covered by the security unless a notice of intention signed by or on behalf of the person giving the security was registered in the appropriate agency not more than three years immediately before the security was given;

Explanatory Note 107

Marginal note: 2012, c. 5, s. 38

80 (1) Subsection 428(1) of the Act is replaced by the following:

  • Marginal note: Priority of bank’s rights

    428 (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all interests or rights subsequently acquired in, on or in respect of that property, and over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Explanatory Note 108

Marginal note: 2012, c. 5, s. 38

(2) Subsection 428(2) of the Act is replaced by the following:

  • Marginal note: Exception

    (2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that lien, that prior claim, that right of retention or that security interest.

Explanatory Note 109

(3) The portion of subsection 428(3) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Registration required

    (3) If security has been given to a bank on property under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment that is or has become affixed to real property or an immovable, the rights and powers of the bank do not have priority over any interest or right acquired in, on or in respect of the real property or immovable after that property has become affixed to it, unless, prior to

Explanatory Note 110

(4) Paragraph 428(3)(a) of the French version of the Act is replaced by the following:

  • a) l’enregistrement de ces droits ou intérêts,

(5) Paragraph 428(3)(b) of the Act is replaced by the following:

  • (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of the interest or right,

(6) Subsection 428(4) of the Act is replaced by the following:

  • Marginal note: Procedure for registering

    (4) Every registrar or officer in charge of the proper land registry or land titles office to whom a document mentioned in paragraph (3)(c), (d) or (e) is tendered must register or file the document according to the ordinary procedure for registering or filing within that office documents that evidence liens or charges against, or cautions, caveats or memorials in respect of claims to, interests in or rights in respect of, real property or immovables and subject to payment of the applicable fees, but subsection (3) and this subsection do not apply if provincial law does not permit the registration or filing of the tendered document.

Explanatory Note 111

(7) The portion of paragraph 428(8)(b) of the Act after subparagraph (ii) is replaced by the following:

  • and the proceeds of the sale of livestock, after deducting all expenses incurred by the bank and all expenses of seizure and sale, must be first applied to satisfy liens or pledges or movable hypothecs having priority over the security given to the bank and for which claims have been filed with the person making the sale, and the balance must be applied in payment of the debt, liability, loan or advance, with interest and the surplus, if any, returned to the person by whom the security was given.

Explanatory Note 112

Marginal note: 1992, c. 27, par. 90(1)(b)

81 Section 430 of the Act is replaced by the following:

  • Marginal note: Loans to receiver, liquidator, etc.

    430 A bank may lend money and make advances to a receiver, receiver and manager or sequestrator, a liquidator appointed under any winding-up Act, or a custodian, interim receiver or trustee under the Bankruptcy and Insolvency Act, if they have been duly authorized to borrow, and, in making the loan or advance and at any subsequent time the bank may take security from them, with or without personal liability, up to the amount and on the property that may be directed or authorized by any court of competent jurisdiction.

Explanatory Note 113

82 Section 432 of the Act is replaced by the following:

  • Marginal note: Rights in respect of property

    432 The rights, powers and privileges that a bank is by this Act declared to have, or to have had, in respect of real property or immovables on which it has taken security, are held and possessed by it in respect of any personal property or movables on which it has taken security.

Explanatory Note 114

83 (1) Paragraph 433(b) of the English version of the Act is replaced by the following:

  • (b) by a mortgagee or hypothecary creditor or other encumbrancer, having priority over a mortgage or hypothec or other encumbrance held by the bank, or

Explanatory Note 115

(2) The portion of section 433 of the Act after paragraph (b) is replaced by the following:

  • (c) by the bank under a power of sale given to it for that purpose, notice of the sale by auction to the highest bidder having been first given by advertisement for four weeks in a newspaper published in the county or electoral district in which the real property or immovable is situated,

in cases in which, under similar circumstances, an individual could do, without any restriction as to its value, and may acquire it as any individual, purchasing at a sheriff’s sale or sale for taxes or under a power of sale, in like circumstances could do, and may take, have, hold and dispose of it.

84 Section 434 of the Act is replaced by the following:

  • Marginal note: Real property or immovable

    434 (1) A bank may acquire and hold an absolute title in or to real property or ownership of an immovable affected by a mortgage or hypothec securing a loan or an advance made by the bank or a debt or liability to the bank, by obtaining a release of the equity of redemption in the mortgaged property, procuring a foreclosure or taking the immovable in payment, or by other means by which, as between individuals, an equity of redemption can, by law, be barred, or a transfer of title to real property or ownership of an immovable can, by law, be effected, and may purchase and acquire any prior mortgage, hypothec or charge on the real property or immovable.

  • Marginal note: No act or law to prevent

    (2) Nothing in any charter, Act or law is to be construed as ever having been intended to prevent or as preventing a bank from acquiring and holding an absolute title to and in any mortgaged real property or ownership of any hypothecated immovable, whatever its value, or from exercising or acting on any power of sale contained in any mortgage or hypothec given to or held by the bank authorizing or enabling it to sell or convey the mortgaged real property or hypothecated immovable.

Explanatory Note 116

Marginal note: 2001, c. 9, s. 111

85 Subsection 437(4) of the French version of the Act is replaced by the following:

  • Marginal note: Application du paragraphe (3)

    (4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Explanatory Note 117

Marginal note: 1997, c. 15, s. 49

86 Subsection 449.1(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    449.1 (1) If a bank makes a loan in respect of which the disclosure requirements of section 450 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the bank must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 118

Marginal note: 2012, c. 5, s. 43

87 Section 452.1 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    452.1 If a bank makes a loan in respect of which the disclosure requirements of section 450 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the bank must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 119

88 Paragraph 458(3)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 120

Marginal note: 2012, c. 5, s. 47(1)

89 The portion of section 458.3 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Regulations — activities

    458.3 The Governor in Council may make regulations respecting any matters involving a bank’s dealings, or those of its employees, its representatives, its agents or mandataries or other intermediaries, with customers or the public, including

Explanatory Note 121

Marginal note: 2012, c. 5, s. 51(1)

90 Subparagraph 459.4(a)(iv) of the English version of the Act is replaced by the following:

  • (iv) any other matter that may affect their dealings, or those of their employees, their representatives, their agents or mandataries or other intermediaries, with customers or the public;

Explanatory Note 122

Marginal note: 2012, c. 5, s. 52

91 The portion of section 459.5 of the English version of the Act before paragraph (b) is replaced by the following:

  • Marginal note: Affiliates

    459.5 A bank must not enter into any arrangement or otherwise cooperate with any of its representatives, its agents or mandataries or other intermediaries, with any of its affiliates that is controlled by a bank or a bank holding company and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, the agents or mandataries or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the bank or the affiliate unless

    • (a) the affiliate or the representative, the agent or mandatary or other intermediary of the bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to banks — other than section 455.1 — as if they were a bank, to the extent that those provisions are applicable to their activities; and

Explanatory Note 123

Marginal note: 1999, c. 28, s. 25(E)

92 Subsection 460(1) of the Act is replaced by the following:

  • Marginal note: Transmission in case of death

    460 (1) If the transmission of a debt owing by a bank by reason of a deposit, of property held by a bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the bank of the following is sufficient justification and authority for giving effect to the transmission:

    • (a) an affidavit or declaration in writing that is in a form satisfactory to the bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

    • (b) one of the following documents:

      • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters probate or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

      • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

Explanatory Note 124

Marginal note: 2001, c. 9, s. 126

93 (1) Paragraph 462(1)(c) of the Act is replaced by the following:

  • (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

Explanatory Note 125

Marginal note: 2001, c. 9, s. 126

(2) The definition enforcement notice in subsection 462(6) of the English version of the Act is replaced by the following:

enforcement notice

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. (avis d’exécution)

Explanatory Note 126

Marginal note: 2001, c. 9, s. 127

94 (1) The definition loan in subsection 464(1) of the Act is replaced by the following:

loan

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. (prêt ou emprunt)

Explanatory Note 127

Marginal note: 2001, c. 9, s. 127

(2) The portion of the definition financial leasing entity in subsection 464(1) of the Act before paragraph (b) is replaced by the following:

financial leasing entity

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

  • (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

Explanatory Note 128

Marginal note: 2001, c. 9, s. 127

(3) Paragraphs (a) and (b) of the definition real property brokerage entity in subsection 464(1) of the Act are replaced by the following:

  • (a) acting as an agent or mandatary for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and

  • (b) the provision of consulting or appraisal services in respect of real property or immovables. (courtier immobilier)

Explanatory Note 129

Marginal note: 2001, c. 9, s. 127

(4) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 464(1) of the French version of the Act is replaced by the following:

  • b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

Explanatory Note 130

Marginal note: 2001, c. 9, s. 127

(5) Paragraph (b) of the definition financial leasing entity in subsection 464(1) of the English version of the Act is replaced by the following:

  • (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

  • (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. (entité s’occupant de crédit-bail)

Explanatory Note 131

Marginal note: 2001, c. 9, s. 127

(6) Paragraph 464(3)(a) of the Act is replaced by the following:

  • (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 479(a) to be an interest in real property; or

Explanatory Note 132

Marginal note: 2012, c. 5, s. 53(1)

95 The portion of subsection 468(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), la banque peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 133

Marginal note: 2001, c. 9, s. 127

96 Section 476 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    476 A bank must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the bank or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the bank in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the bank.

Explanatory Note 134

Marginal note: 2001, c. 9, s. 127

97 Paragraph 478(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the bank or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 135

Marginal note: 2007, c. 6, s. 43(3)

98 (1) Paragraph 482(2)(j) of the Act is replaced by the following:

  • (j) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or

Explanatory Note 136

Marginal note: 2007, c. 6, s. 43(3)

(2) Paragraph 482(2)(k) of the French version of the Act is replaced by the following:

  • k) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 494(4).

99 (1) Subsection 488(3) of the Act is replaced by the following:

  • Marginal note: Definition of loan

    (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Explanatory Note 137

Marginal note: 2007, c. 6, s. 44

(2) Subsection 488(4) of the French version of the Act is replaced by the following:

  • Marginal note: Titre ou valeur mobilière d’un apparenté

    (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

100 Paragraph 491(b) of the English version of the Act is replaced by the following:

  • (b) the loan is a loan permitted by section 418 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Explanatory Note 138

101 (1) Subsection 494(3) of the Act is replaced by the following:

  • Marginal note: Asset transactions with financial institutions

    (3) Despite any of the provisions of subsections (1) and (2), a bank may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the bank that is a financial institution.

Explanatory Note 139

(2) Subsection 494(4) of the French version of the Act is replaced by the following:

  • Marginal note: Opérations dans le cadre d’une restructuration

    (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la banque peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Marginal note: 2007, c. 6, s. 45

(3) Subsection 494(6) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation

    (6) La banque peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 236.

Explanatory Note 140

102 Subsection 504(2) of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    (2) A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in any disclosure received by the bank under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the bank or the person for anything done or omitted in good faith in reliance on the information.

Explanatory Note 141

Marginal note: 2001, c. 9, s. 132

103 (1) The definition leasing activities in subsection 507(1) of the Act is replaced by the following:

leasing activities

means

  • (a) the financial leasing of personal property or movables and the related activities that a financial leasing entity may engage in; and

  • (b) all other leasing of personal property or movables. (activités de location)

Explanatory Note 142

Marginal note: 2001, c. 9, s. 132

(2) Paragraph (g) of the definition financial services entity in subsection 507(1) of the English version of the Act is replaced by the following:

  • (g) engaging in any activity referred to in paragraphs (a) to (f) as an agent or mandatary for another entity referred to in any of those paragraphs or in any of paragraphs 468(1)(a) to (j); or

Explanatory Note 143

Marginal note: 2001, c. 9, s. 132

104 Subsections 510(2) and (3) of the English version of the Act are replaced by the following:

  • Marginal note: Nominee or agent or mandatary

    (2) For the purposes of this Part, a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the foreign bank acting in that capacity.

  • Marginal note: Nominee or agent or mandatary

    (3) For the purposes of this Part, an entity associated with a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the entity associated with the foreign bank acting in that capacity.

Explanatory Note 144

Marginal note: 2007, c. 6, s. 56

105 The portion of paragraph 519(1)(b) of the English version of the Act before subparagraph (i) is replaced by the following:

  • (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for

Explanatory Note 145

Marginal note: 2007, c. 6, s. 56

106 (1) Paragraph 520(1)(b) of the English version of the Act is replaced by the following:

  • (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or

Explanatory Note 146

Marginal note: 2007, c. 6, s. 56

(2) The portion of subsection 520(3) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3) Paragraph (1)(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for

Explanatory Note 147

Marginal note: 2012, c. 5, s. 55

107 The portion of subsection 522.08(2.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (2.1) Malgré l’alinéa (2)a), la banque étrangère ou l’entité liée à une banque étrangère peut acquérir ou détenir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 148

Marginal note: 2001, c. 9, s. 134

108 Paragraphs 524.1(a) and (b) of the Act are replaced by the following:

  • (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 149

Marginal note: 2001, c. 9, s. 134

109 Paragraphs 524.2(a) and (b) of the Act are replaced by the following:

  • (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 150

Marginal note: 1999, c. 28, s. 35(1)

110 (1) The portion of paragraph 534(3)(a) of the French version of the Act before subparagraph (i) is replaced by the following:

  • a) elle a déposé au Canada des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale :

Explanatory Note 151

Marginal note: 1999, c. 28, s. 35(1)

(2) Subsection 534(4) of the French version of the Act is replaced by the following:

  • Marginal note: Contrat de dépôt

    (4) Les éléments d’actif visés au paragraphe (3) doivent être déposés auprès d’une institution financière canadienne agréée par le surintendant conformément aux termes d’un contrat de dépôt préalablement approuvé par celui-ci.

Explanatory Note 152

Marginal note: 2001, c. 9, s. 141(1)

111 (1) Paragraph 540(1)(b) of the English version of the Act is replaced by the following:

  • (b) subject to the regulations, act as an agent or mandatary for any person in the taking of deposit liabilities; or

Explanatory Note 153

Marginal note: 2001, c. 9, s. 141(3)

(2) Paragraph 540(6)(d.1) of the English version of the Act is replaced by the following:

  • (d.1) respecting circumstances in which and the conditions under which an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) may act as agent or mandatary for any person in the taking of deposit liabilities; and

Explanatory Note 154

Marginal note: 2001, c. 9, s. 142

112 (1) Paragraph 543(1)(a) of the English version of the Act is replaced by the following:

  • (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, an entity in which a bank is permitted to acquire a substantial investment under section 468 or a Canadian entity acquired or held under section 522.08 and enter into an arrangement with any person in respect of the provision of that service; or

Explanatory Note 155

Marginal note: 1999, c. 28, s. 35(1)

(2) Paragraphs 543(2)(a) and (b) of the English version of the Act are replaced by the following:

  • (a) the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); and

  • (b) whether any commission is being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1).

Explanatory Note 156

Marginal note: 1999, c. 28, s. 35(1)

113 Section 544 of the Act is replaced by the following:

  • Marginal note: Prohibited activities

    544 It is prohibited for an authorized foreign bank to act in Canada

    • (a) as an executor or administrator of an estate or liquidator of a succession;

    • (b) as a trustee for a trust;

    • (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

    • (d) in any capacity similar to the capacities mentioned in paragraph (c).

Explanatory Note 157

Marginal note: 2001, c. 9, s. 143(1)

114 (1) Subsection 546(1) of the English version of the Act is replaced by the following:

  • Marginal note: Deposits less than $150,000

    546 (1) Subject to the regulations, an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 158

Marginal note: 2001, c. 9, s. 143(2)

(2) Subsection 546(3) of the English version of the Act is replaced by the following:

  • Marginal note: Regulations

    (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, an authorized foreign bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 159

Marginal note: 2001, c. 9, s. 145

115 Section 550 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    550 An authorized foreign bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity as defined in subsection 464(1) is not permitted to engage.

Explanatory Note 160

Marginal note: 2007, c. 6, s. 86

116 (1) Subsection 551(1) of the Act is replaced by the following:

  • Marginal note: Restriction on mortgages or hypothecs

    551 (1) An authorized foreign bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 161

Marginal note: 1999, c. 28, s. 35(1)

(2) Paragraph 551(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the authorized foreign bank may make a loan is established;

Explanatory Note 162

Marginal note: 1999, c. 28, s. 35(1)

(3) Paragraph 551(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the authorized foreign bank on a property disposed of by it, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the authorized foreign bank for the property.

Marginal note: 1999, c. 28, s. 35(1)

117 Section 553 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction

    553 An authorized foreign bank must not, in respect of its business in Canada, grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or of the business of the authorized foreign bank.

Explanatory Note 163

Marginal note: 2001, c. 9, s. 148

118 Subsection 556(4) of the French version of the Act is replaced by the following:

  • Marginal note: Application du paragraphe (3)

    (4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque étrangère autorisée en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Explanatory Note 164

Marginal note: 1999, c. 28, s. 35(4)

119 Subsection 567.1(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    567.1 (1) If an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the authorized foreign bank must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 165

Marginal note: 2012, c. 5, s. 67

120 Section 570.1 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    570.1 If an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the authorized foreign bank must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 166

Marginal note: 1999, c. 28, s. 35(1)

121 Paragraph 575(3)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 167

Marginal note: 2012, c. 5, s. 70(1)

122 The portion of section 575.1 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Regulations — activities

    575.1 The Governor in Council may make regulations respecting any matters involving an authorized foreign bank’s dealings, or those of its employees, representatives, agents or mandataries or other intermediaries, with customers or the public, including

Explanatory Note 168

Marginal note: 2012, c. 5, s. 72(1)

123 Subparagraph 576.2(a)(iv) of the English version of the Act is replaced by the following:

  • (iv) any other matter that may affect their dealings, or those of their employees, representatives, agents or mandataries or other intermediaries, with customers or the public;

Explanatory Note 169

Marginal note: 2012, c. 5, s. 73

124 The portion of section 576.3 of the English version of the Act before paragraph (b) is replaced by the following:

  • Marginal note: Affiliates

    576.3 An authorized foreign bank must not enter into any arrangement or otherwise cooperate with any of its representatives, its agents or mandataries or other intermediaries, with any of its affiliates that is controlled by an authorized foreign bank and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, the agents or mandataries or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the authorized foreign bank or the affiliate in Canada unless

    • (a) the affiliate or the representative, the agent or mandatary or other intermediary of the authorized foreign bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to authorized foreign banks — other than section 573.1 — as if they were an authorized foreign bank, to the extent that those provisions are applicable to their activities; and

Explanatory Note 170

Marginal note: 1999, c. 28, s. 35(1)

125 Subsection 577(1) of the Act is replaced by the following:

  • Marginal note: Transmission in case of death

    577 (1) If the transmission of a debt owing by an authorized foreign bank by reason of a deposit, of property held by an authorized foreign bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the authorized foreign bank of the following is sufficient justification and authority for giving effect to the transmission:

    • (a) an affidavit or declaration in writing that is in a form satisfactory to the authorized foreign bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

    • (b) one of the following documents:

      • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters probate or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

      • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

Explanatory Note 171

Marginal note: 2001, c. 9, s. 160

126 (1) Paragraph 579(1)(c) of the Act is replaced by the following:

  • (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

Explanatory Note 172

Marginal note: 2001, c. 9, s. 160

(2) The definition enforcement notice in subsection 579(6) of the English version of the Act is replaced by the following:

enforcement notice

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. (avis d’exécution)

Explanatory Note 173

Marginal note: 1999, c. 28, s. 35(1)

127 (1) The heading before section 582 of the French version of the Act is replaced by the following:

  • Dépôt obligatoire

Explanatory Note 174

Marginal note: 1999, c. 28, s. 35(1)

(2) The portion of subsection 582(1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Dépôts de certains éléments d’actif

    582 (1) La banque étrangère autorisée doit de façon constante avoir en dépôt au Canada auprès d’une institution financière canadienne agréée par le surintendant des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale :

Explanatory Note 175

Marginal note: 1999, c. 28, s. 35(1)

(3) Subsection 582(2) of the French version of the Act is replaced by the following:

  • Marginal note: Contrat de dépôt

    (2) Les éléments d’actif visés au paragraphe (1) doivent être conservés conformément aux termes d’un contrat de dépôt préalablement approuvé par le surintendant.

Explanatory Note 176

Marginal note: 2007, c. 6, s. 94(1)

128 Subparagraph 585(3)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.15.

Explanatory Note 177

Marginal note: 1999, c. 28, s. 35(1)

129 (1) The portion of subsection 593(1) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Right to information

    593 (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or agents or mandataries of the authorized foreign bank must, to the extent that they are reasonably able to do so,

Explanatory Note 178

Marginal note: 1999, c. 28, s. 35(1)

(2) Paragraphs 593(1)(a) and (b) of the English version of the Act are replaced by the following:

  • (a) permit access to any records, assets and security held by the authorized foreign bank or any entity in which the authorized foreign bank has a substantial investment under Part XII that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

  • (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

Marginal note: 1999, c. 28, s. 35(1)

(3) The portion of subsection 593(1) of the English version of the Act after paragraph (b) is repealed.

Marginal note: 1999, c. 28, s. 35(1)

130 Paragraph 617(a) of the French version of the Act is replaced by the following:

  • a) exiger que, selon les modalités qu’il fixe, la banque dépose au Canada des éléments d’actif d’un genre et d’une valeur qu’il précise;

Explanatory Note 179

131 Paragraph 632(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 180

Marginal note: 2001, c. 9, s. 183

132 Subsection 664(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    664 (1) La société de portefeuille bancaire a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 181

Marginal note: 2005, c. 54, s. 83

133 Paragraphs 669(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the bank holding company as a director, an officer, an employee or an agent or mandatary of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank holding company with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 182

Marginal note: 2001, c. 9, s. 183

134 Paragraph 687(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 183

Marginal note: 2005, c. 54, s. 87

135 Subparagraph 710(3)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 184

Marginal note: 2001, c. 9, s. 183

136 Subsection 715(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) A bank holding company may accept from any shareholder a share of the bank holding company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 718.

Explanatory Note 185

Marginal note: 2001, c. 9, s. 183

137 Subsection 732(6) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Explanatory Note 186

Marginal note: 2012, c. 31, s. 119

138 (1) Paragraph 750(f.1) of the English version of the Act is replaced by the following:

  • (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1);

Explanatory Note 187

Marginal note: 2001, c. 9, s. 183

(2) Paragraph 750(i) of the English version of the Act is replaced by the following:

  • (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

Marginal note: 2001, c. 9, s. 183

139 Subsection 763(2) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

Explanatory Note 188

Marginal note: 2005, c. 54, s. 111

140 Paragraph 790(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank holding company, an entity controlled by the bank holding company or an entity in which the bank holding company has a substantial investment;

Explanatory Note 189

Marginal note: 2001, c. 9, s. 183

141 Subsection 797(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 190

Marginal note: 2001, c. 9, s. 183

142 Subsection 810(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    810 (1) If a bank holding company or any director, any officer, any employee or any agent or mandatary of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 191

Marginal note: 2001, c. 9, s. 183

143 Paragraph 811(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 192

Marginal note: 2001, c. 9, s. 183

144 (1) Subsection 817(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Explanatory Note 193

Marginal note: 2001, c. 9, s. 183

(2) The portion of subsection 817(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) A bank holding company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Explanatory Note 194

Marginal note: 2001, c. 9, s. 183

145 The portion of section 821 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    821 A bank holding company and its agents or mandataries must take reasonable precautions to

Explanatory Note 195

Marginal note: 2005, c. 54, s. 123

146 (1) Subsection 825(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 196

Marginal note: 2005, c. 54, s. 123

(2) The portion of subsection 825(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) A bank holding company or its agent or mandatary must provide the supplementary information within

Explanatory Note 197

Marginal note: 2001, c. 9, s. 183

147 Section 827 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    827 A bank holding company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Explanatory Note 198

Marginal note: 2001, c. 9, s. 183

148 The portion of section 831 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Destruction of certificates

    831 A bank holding company, its agent or mandatary or a trustee as defined in section 294 is not required to produce

Explanatory Note 199

Marginal note: 2005, c. 54, s. 124

149 Subsection 833(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 200

Marginal note: 2001, c. 9, s. 183

150 Subparagraph 847(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank holding company within the two years immediately preceding the firm’s proposed appointment as auditor of the bank holding company, other than an affiliate that is a subsidiary of the bank holding company acquired under section 934 or through a realization of security under section 935.

Explanatory Note 201

Marginal note: 2001, c. 9, s. 183

151 (1) Subsection 856(1) of the English version of the Act is replaced by the following:

  • Marginal note: Right to information

    856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents or mandataries of the bank holding company must, to the extent that they are reasonably able to do so,

    • (a) permit access to any records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

    • (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

Explanatory Note 202

Marginal note: 2001, c. 9, s. 183

(2) Paragraph 856(2)(a) of the English version of the Act is replaced by the following:

  • (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank holding company has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

Explanatory Note 203

Marginal note: 2001, c. 9, s. 183

152 Paragraphs 885(a) and (b) of the Act are replaced by the following:

  • (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 204

Marginal note: 2001, c. 9, s. 183

153 Paragraphs 886(a) and (b) of the Act are replaced by the following:

  • (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

  • (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

Explanatory Note 205

Marginal note: 2001, c. 9, s. 183

154 Paragraph 901(2)(a) of the French version of the Act is replaced by the following:

  • a) il y a eu disposition des actions ayant donné lieu à la contravention;

Explanatory Note 206

Marginal note: 2001, c. 9, s. 183

155 Section 920 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    920 A bank holding company and any person who is a director, an officer, an employee or an agent or mandatary of the bank holding company may rely on any information contained in a declaration required by the directors under section 919 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 919, and no action lies against the bank holding company or the person for anything done or omitted to be done in good faith in reliance on the information.

Explanatory Note 207

Marginal note: 2001, c. 9, s. 183

156 Paragraph 925(3)(a) of the Act is replaced by the following:

  • (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or

Explanatory Note 208

Marginal note: 2012, c. 5, s. 101(1)

157 The portion of subsection 930(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), la société de portefeuille bancaire peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 209

Marginal note: 2001, c. 9, s. 183

158 Section 938 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    938 A bank holding company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the bank holding company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the bank holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the bank holding company.

Explanatory Note 210

Marginal note: 2001, c. 9, s. 183

159 Paragraph 940(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the bank holding company or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 211

Marginal note: 2001, c. 9, s. 183

160 Paragraph 951(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 212

Marginal note: 2001, c. 9, s. 183

161 Section 986 of the English version of the Act is replaced by the following:

  • Marginal note: Liability of officers, directors, etc.

    986 If an entity commits an offence under this Act, any director, any officer, any agent or mandatary or any principal officer 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 985(1)(a) for the offence, whether or not the entity has been prosecuted or convicted.

Explanatory Note 213

Marginal note: 2001, c. 9, s. 183; 2007, c. 6, s. 130

162 Section 989 of the English version of the Act is replaced by the following:

  • Marginal note: Compliance or restraining order — bank

    989 (1) If a bank or a bank holding company or any director, any officer, any employee or any agent or mandatary of one 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 bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that person has, apply to a court for an order directing the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary 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 — authorized foreign bank

    (2) If an authorized foreign bank or any of its directors, its officers, its employees or its agents or mandataries does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that person has, apply to a court for an order directing the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the authorized foreign bank, the director, the officer, the employee or the agent or mandatary 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

    (3) If a bank or an authorized foreign bank or any director, any officer, any employee or any agent or mandatary of one 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 bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary 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.

Explanatory Note 214

Replacement of “real property”

163 The Act is amended by replacing “real property” with “real property or immovable”, with any grammatical changes that the circumstances require, in the following provisions:

  • (a) paragraph 410(1)(a);

  • (b) the definitions agricultural equipment, agricultural implements, aquacultural electric system, aquacultural equipment, aquacultural implements, farm electric system, forestry equipment and forestry implements in subsection 425(1);

  • (c) subsection 428(1.1);

  • (d) the portion of section 433 before paragraph (a);

  • (e) clause 508(1)(b)(iii)(A);

  • (f) section 510.1; and

  • (g) paragraph 539(1)(a).

1991, c. 48
Cooperative Credit Associations Act

164 (1) The definition biens immeubles in section 2 of the French version of the Cooperative Credit Associations Act is repealed.

Explanatory Note 215

(2) The definitions fiduciary, personal representative, proxy, residential property and security interest in section 2 of the Act are replaced by the following:

fiduciary

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; (représentant personnel)

proxy

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

residential property

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

security interest

security interest means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

(3) The definitions beneficial ownership, form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following:

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

(4) The definitions fondé de pouvoir and opération in section 2 of the French version of the Act are replaced by the following:

fondé de pouvoir

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. (proxyholder)

opération

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. (trade)

(5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following:

  • (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and

Explanatory Note 216

(6) Section 2 of the Act is amended by adding the following in alphabetical order:

immovable

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

Explanatory Note 217

(7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order:

bien réel

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien. (real property)

165 Subsection 16(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    16 (1) L’association a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 218

Marginal note: 2005, c. 54, s. 143

166 Paragraphs 21(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the association as a director, an officer, an employee or an agent or mandatary of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the association with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 219

Marginal note: 2001, c. 9, s. 258

167 Paragraph 31.6(1)(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 220

168 Paragraph 45(b) of the Act is replaced by the following:

  • (b) there were in the by-law a covenant under seal on the part of, or, in Quebec, an agreement binding on, each member, and the successors and assigns of the member, to conform to the by-law.

Explanatory Note 221

169 Subsection 47(2) of the English version of the Act is replaced by the following:

  • Marginal note: Conditions for resolution

    (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or mandatary or by a counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it.

Explanatory Note 222

170 Section 51 of the Act is replaced by the following:

  • Marginal note: Lien, charge or right of retention

    51 Unless the by-laws provide otherwise, if a member is indebted to an association, the membership shares and deposits recorded in the name of the member and any dividends payable to them are subject to a lien or, in Quebec, a charge or a right of retention in favour of the association to the extent of the debt.

Explanatory Note 223

171 Paragraph 67(6)(f) of the Act is replaced by the following:

  • (f) that the membership shares represented by the certificate may be subject to a lien or, in Quebec, a charge or a right of retention in favour of the association for indebtedness to the association.

Explanatory Note 224

Marginal note: 2005, c. 54, s. 147

172 Subparagraph 75(2.1)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or shares of or another interest or right in any prescribed entity, or

Explanatory Note 225

173 Subsection 79(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) An association may accept any membership share or share of the association surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 82.

Explanatory Note 226

174 (1) The definitions adverse claim and purchaser in section 88 of the Act are replaced by the following:

adverse claim

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

Explanatory Note 227

(2) The portion of the definition security or security certificate in section 88 of the English version of the Act after paragraph (c) is replaced by the following:

  • (d) evidence of a share, participation or other interest or right in or obligation of an association,

but does not include a document evidencing a deposit or a membership share; (valeur mobilière, titre ou certificat de valeur mobilière)

Explanatory Note 228

175 Paragraph 98(a) of the English version of the Act is replaced by the following:

  • (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Explanatory Note 229

Marginal note: 2005, c. 54, s. 153(E)

176 Section 101 of the Act is replaced by the following:

  • Marginal note: Minors

    101 If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the association.

Explanatory Note 230

Marginal note: 1991, c. 48, par. 496(b)

177 (1) Subsection 103(1) of the Act is replaced by the following:

  • Marginal note: Transmission of securities

    103 (1) Subject to the provisions of Part VIII and any applicable law relating to the collection of taxes, a person referred to in paragraph 100(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 100(2)(a) delivers to the association or its transfer agent the following documents, accompanied by any assurance the association may require under section 134:

    • (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters probate or of a judgment probating a will, the original document or a copy certified to be a true copy by

      • (i) the court that granted the probate or letters of administration or that issued the letters probate or the judgment probating the will,

      • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

      • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 100(2)(a);

    • (b) in the case of a will probated by a notary in Quebec, a certified copy of the notarial minutes of the probate;

    • (c) in the case of letters probate issued by a notary in Quebec, a certified copy of the letters;

    • (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

    • (e) an affidavit or declaration of transmission made by the person referred to in paragraph 100(2)(a) that states the particulars of the transmission; and

    • (f) the security certificate that was owned by the deceased holder

      • (i) in the case of a transfer to the person referred to in paragraph 100(2)(a), with or without the endorsement of that person, and

      • (ii) in the case of a transfer to any other person, endorsed in accordance with section 118.

Explanatory Note 231

(2) The portion of subsection 103(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Excepted transmissions

    (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VIII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the association or its transfer agent the following documents:

Explanatory Note 232

(3) Paragraph 103(2)(b) of the Act is replaced by the following:

  • (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

178 Subsection 107(1) of the Act is replaced by the following:

  • Marginal note: Notice of defect

    107 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Explanatory Note 233

179 Subsection 111(3) of the English version of the Act is replaced by the following:

  • Marginal note: Limitation

    (3) A purchaser acquires rights only to the extent of the interest or right purchased.

Explanatory Note 234

180 Subsection 115(5) of the English version of the Act is replaced by the following:

  • Marginal note: Warranties of securities broker

    (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

Explanatory Note 235

181 (1) Paragraph 117(1)(e) of the French version of the Act is replaced by the following:

  • e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

Explanatory Note 236

(2) Paragraph 117(1)(g) of the English version of the Act is replaced by the following:

  • (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

182 Section 121 of the English version of the Act is replaced by the following:

  • Marginal note: Effect of failure by fiduciary to comply

    121 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Explanatory Note 237

183 (1) The portion of subsection 128(4) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Transfer through clearing agency

    (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Explanatory Note 238

(2) The portion of subsection 128(4) of the English version of the Act after paragraph (b) is repealed.

(3) Subsection 128(5) of the Act is replaced by the following:

  • Marginal note: Interests or rights in fungible bulk

    (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Explanatory Note 239

(4) Subsections 128(6) and (7) of the French version of the Act are replaced by the following:

  • Marginal note: Transfert ou gage équivaut à livraison

    (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

  • Marginal note: Inscription équivaut à acceptation de livraison

    (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

(5) Subsection 128(9) of the French version of the Act is replaced by the following:

  • Marginal note: Non-inscription

    (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 133 à 140.

Explanatory Note 240

184 Subsection 130(2) of the French version of the Act is replaced by the following:

  • Marginal note: Résolution d’un transfert

    (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Explanatory Note 241

185 Sections 131 and 132 of the Act are replaced by the following:

  • Marginal note: Seizure of security

    131 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

  • Marginal note: No liability if good faith disposition

    132 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

Explanatory Note 242

186 (1) Paragraph 134(1)(a) of the English version of the Act is replaced by the following:

  • (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

Explanatory Note 243

(2) Paragraph 134(4)(a) of the French version of the Act is replaced by the following:

  • a) dans le cas du représentant nommé judiciairement et visé au paragraphe 103(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

Explanatory Note 244

187 Paragraph 136(2)(b) of the English version of the Act is replaced by the following:

  • (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Explanatory Note 245

188 The portion of section 141 of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Rights and obligations

    141 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Explanatory Note 246

189 Section 142 of the English version of the Act is replaced by the following:

  • Marginal note: Notice

    142 Notice to one of the persons referred to in section 141 is notice to the issuer in respect of the functions performed by that person.

Explanatory Note 247

190 Subsection 152(4) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (4) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément au présent article.

Explanatory Note 248

191 Paragraph (b) of the definition solicit or solicitation in section 166.01 of the English version of the Act is replaced by the following:

  • (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Explanatory Note 249

Marginal note: 1997, c. 15, s. 120

192 (1) Subsections 166.02(1) and (2) of the Act are replaced by the following:

  • Marginal note: Appointing proxyholder

    166.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note: Execution or signature of proxy

    (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Explanatory Note 250

Marginal note: 1997, c. 15, s. 120

(2) Subsection 166.02(4) of the English version of the Act is replaced by the following:

  • Marginal note: Required information

    (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

Explanatory Note 251

Marginal note: 1997, c. 15, s. 120

(3) The portion of paragraph 166.02(6)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Explanatory Note 252

Marginal note: 1997, c. 15, s. 120

193 Section 166.03 of the English version of the Act is replaced by the following:

  • Marginal note: Deposit of proxies

    166.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

Explanatory Note 253

Marginal note: 1997, c. 15, s. 120

194 Subsection 166.06(1) of the English version of the Act is replaced by the following:

  • Marginal note: Attendance at meeting

    166.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Explanatory Note 254

Marginal note: 2005, c. 54, s. 170

195 Subsection 166.07(4) of the French version of the Act is replaced by the following:

  • Marginal note: Exemplaires

    (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Explanatory Note 255

196 Paragraph 170(h) of the English version of the Act is replaced by the following:

  • (h) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

Explanatory Note 256

197 Subsection 182(3) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (3) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

Explanatory Note 257

Marginal note: 2005, c. 54, s. 177

198 Paragraph 207(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the association, an entity controlled by the association or an entity in which the association has a substantial investment;

Explanatory Note 258

199 Subsection 214(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 259

200 Section 225 of the French version of the Act is replaced by the following:

  • Marginal note: Maintien des droits

    225 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager l’association, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 260

201 Subsection 229(5) of the French version of the Act is replaced by the following:

  • Marginal note: Résiliation

    (5) Le conseil d’administration de l’une des associations ou personnes morales requérantes peut résilier la convention de fusion, si elle comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les associés ou les actionnaires de toutes les associations ou personnes morales requérantes ou de certaines d’entre elles.

Explanatory Note 261

202 Subsection 231(1) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation de la convention par le ministre

    231 (1) Sous réserve du paragraphe (2), sauf s’il y a résiliation de la convention de fusion conformément au paragraphe 229(5), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 229(4), soit l’approbation des conseils d’administration prévue à l’article 230, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même association.

Explanatory Note 262

Marginal note: 2001, c. 9, s. 288

203 Subsection 232.1(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    232.1 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 263

204 Paragraph 233(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 264

205 (1) Subsection 237(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Explanatory Note 265

(2) The portion of subsection 237(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) An association or its agent or mandatary must provide a supplemental list of members or shareholders required under subsection (5)

Explanatory Note 266

206 The portion of section 241 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    241 An association and its agents or mandataries must take reasonable precautions to

Explanatory Note 267

Marginal note: 2005, c. 54, s. 190

207 (1) Subsection 245(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 268

Marginal note: 2005, c. 54, s. 190

(2) The portion of subsection 245(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) An association or its agent or mandatary must provide the supplementary information within

Explanatory Note 269

208 Section 246 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    246 An association may appoint an agent or mandatary to maintain its central securities register.

Explanatory Note 270

209 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Destruction of certificates

    249 An association, its agent or mandatary or a trustee as defined in section 278 is not required to produce

Explanatory Note 271

Marginal note: 2005, c. 54, s. 191

210 Subsection 251(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of an association is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 272

211 The definitions option d’achat and option de vente in subsection 260(1) of the French version of the Act are replaced by the following:

option d’achat

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. (call)

option de vente

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. (put)

Explanatory Note 273

Marginal note: 2005, c. 54, s. 194

212 Paragraph 266(5)(c) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

Explanatory Note 274

213 The definition trust indenture in section 278 of the Act is replaced by the following:

trust indenture

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by an association, under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. (acte de fiducie)

Explanatory Note 275

214 Subparagraph 299(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any member that is a central cooperative credit society or of any subsidiary of the association within the two years immediately preceding the person’s proposed appointment as auditor of the association, other than a subsidiary of the association acquired under section 394 or through a realization of security under section 395.

Explanatory Note 276

215 (1) Subsection 308(1) of the English version of the Act is replaced by the following:

Marginal note: Right to information

  • 308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents or mandataries of the association must, to the extent that they are reasonably able to do so,

    • (a) permit access to any records, assets and security held by the association or any entity in which the association has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

    • (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

Explanatory Note 277

(2) Paragraph 308(2)(a) of the English version of the Act is replaced by the following:

  • (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the association has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

Explanatory Note 278

216 Subsection 320(2) of the Act is replaced by the following:

  • Marginal note: Court approval to discontinue

    (2) An application made or an action brought or intervened in under subsection 318(1) or section 322 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Explanatory Note 279

Marginal note: 2005, c. 54, s. 203(F)

217 Paragraph 333(b) of the French version of the Act is replaced by the following:

  • b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

Explanatory Note 280

218 (1) Paragraph 337(1)(d) of the French version of the Act is replaced by the following:

  • d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de l’association;

Explanatory Note 281

(2) Paragraph 337(2)(e) of the English version of the Act is replaced by the following:

  • (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the association;

Explanatory Note 282

219 Subsection 341(3) of the Act is replaced by the following:

  • Marginal note: Notification of final accounts

    (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 333, to each member or shareholder of the association and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation.

Explanatory Note 283

220 Paragraph 347(4)(a) of the French version of the Act is replaced by the following:

  • a) de joindre comme partie à l’instance chaque ancien associé ou actionnaire retrouvé par le demandeur;

Explanatory Note 284

221 Section 372 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    372 An association and any person who is a director, an officer, an employee or an agent or mandatary of the association may rely on any information contained in a declaration required by the directors under section 371 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under that section, and no action lies against the association or the person for anything done or omitted to be done in good faith in reliance on the information.

Explanatory Note 285

Marginal note: 2001, c. 9, s. 307

222 Paragraph 376(1)(a) of the Act is replaced by the following:

  • (a) hold, manage and otherwise deal with real property or immovables;

Explanatory Note 286

Marginal note: 2001, c. 9, s. 308

223 Paragraph 377(a) of the English version of the Act is replaced by the following:

  • (a) act as agent or mandatary for any entity referred to in paragraph 375(1)(a), any member of a cooperative credit society or, if the association is a retail association, any other person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 386(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or

Explanatory Note 287

224 Section 378 of the Act is replaced by the following:

  • Marginal note: Prohibited activities

    378 It is prohibited for an association to act in Canada

    • (a) as an executor or administrator of an estate or liquidator of a succession;

    • (b) as a trustee for a trust;

    • (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

    • (d) in any capacity similar to the capacities mentioned in paragraph (c).

Explanatory Note 288

Marginal note: 2007, c. 6, s. 160

225 (1) Subsection 378.3(1) of the English version of the Act is replaced by the following:

  • Marginal note: Deposits less than $150,000

    378.3 (1) Subject to the regulations, a retail association referred to in paragraph 378.1(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 289

Marginal note: 2007, c. 6, s. 160

(2) Subsection 378.3(3) of the English version of the Act is replaced by the following:

  • Marginal note: Regulations

    (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 290

Marginal note: 2001, c. 9, s. 311

226 Section 382 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    382 An association must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 386(1), is not permitted to engage.

Explanatory Note 291

Marginal note: 2007, c. 6, s. 161

227 (1) Subsection 382.1(1) of the Act is replaced by the following:

Marginal note: Restriction on mortgages or hypothecs

  • 382.1 (1) A retail association must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 292

Marginal note: 2001, c. 9, s. 311

(2) Paragraph 382.1(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the association may make a loan is established;

Explanatory Note 293

Marginal note: 2001, c. 9, s. 311

(3) Paragraph 382.1(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the association on a property disposed of by the association, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the association for the property.

228 Section 384 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction on receivers or sequestrators

    384 An association must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the association.

Explanatory Note 294

Marginal note: 2001, c. 9, s. 313

229 Subsection 385.02(2) of the French version of the Act is replaced by the following:

  • Marginal note: Application du paragraphe (1)

    (2) Le paragraphe (1) s’applique que la fiducie soit expresse ou par effet de la loi et s’applique même si l’association en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Explanatory Note 295

Marginal note: 2001, c. 9, s. 313

230 Subsection 385.15(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    385.15 (1) If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the association must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 296

Marginal note: 2012, c. 5, s. 112

231 Section 385.19 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    385.19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable the association must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 297

Marginal note: 2001, c. 9, s. 313

232 Paragraph 385.25(3)(a) of the Act is replaced by the following:

  • (a) secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 298

Marginal note: 2001, c. 9, s. 313

233 Subsection 385.3(1) of the Act is replaced by the following:

  • Marginal note: Transmission in case of death

    385.3 (1) If the transmission of a debt owing by a retail association by reason of a deposit, of property held by a retail association as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the association of the following is sufficient justification and authority for giving effect to the transmission:

    • (a) an affidavit or declaration in writing that is in a form satisfactory to the association, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

    • (b) one of the following documents:

      • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters probate or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

      • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

Explanatory Note 299

Marginal note: 2001, c. 9, s. 313

234 (1) Paragraph 385.32(1)(c) of the Act is replaced by the following:

  • (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

Explanatory Note 300

Marginal note: 2001, c. 9, s. 313

(2) The definition enforcement notice in subsection 385.32(6) of the English version of the Act is replaced by the following:

enforcement notice

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. (avis d’exécution)

Explanatory Note 301

Marginal note: 2001, c. 9, s. 314

235 (1) The definition loan in subsection 386(1) of the Act is replaced by the following:

loan

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. (prêt ou emprunt)

Explanatory Note 302

Marginal note: 2008, c. 28, s. 151

(2) Subparagraph (a)(iv) of the definition commercial loan in subsection 386(1) of the Act is replaced by the following:

  • (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

  • (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or

  • (B) the real property or immovable is not residential property and

    • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and

    • (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

Explanatory Note 303

Marginal note: 2008, c. 28, s. 151

(3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 386(1) of the Act before subclause (B)(II) is replaced by the following:

  • (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

    • (A) the real property or immovable is residential property and

      • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and

      • (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, or

    • (B) the real property or immovable is not residential property and

      • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired,

Marginal note: 2008, c. 28, s. 151

(4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 386(1) of the Act is replaced by the following:

  • (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

Marginal note: 2001, c. 9, s. 314

(5) The portion of the definition financial leasing entity in subsection 386(1) of the Act before paragraph (b) is replaced by the following:

financial leasing entity

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

  • (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

Explanatory Note 304

Marginal note: 2001, c. 9, s. 314

(6) Paragraphs (a) and (b) of the definition real property brokerage entity in subsection 386(1) of the Act are replaced by the following:

  • (a) acting as an agent or mandatary for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and

  • (b) the provision of consulting or appraisal services in respect of real property or immovables. (courtier immobilier)

Explanatory Note 305

Marginal note: 2008, c. 28, s. 151

(7) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 386(1) of the English version of the Act is replaced by the following:

  • (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

Explanatory Note 306

Marginal note: 2001, c. 9, s. 314

(8) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 386(1) of the French version of the Act is replaced by the following:

  • b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

Explanatory Note 307

Marginal note: 2001, c. 9, s. 314

(9) Paragraph (b) of the definition financial leasing entity in subsection 386(1) of the English version of the Act is replaced by the following:

  • (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

  • (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. (entité s’occupant de crédit-bail)

Explanatory Note 308

Marginal note: 2001, c. 9, s. 314

(10) Paragraph 386(3)(a) of the Act is replaced by the following:

  • (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 403(a) to be an interest in real property; or

Explanatory Note 309

Marginal note: 2012, c. 5, s. 118(1)

236 The portion of subsection 390(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), l’association peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 310

Marginal note: 2001, c. 9, s. 314

237 Section 401 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    401 An association must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the association or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the association in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the association.

Explanatory Note 311

Marginal note: 2007, c. 6, s. 176(2)

238 (1) Paragraph 406(3)(e) of the Act is replaced by the following:

  • (e) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or

Explanatory Note 312

Marginal note: 2007, c. 6, s. 176(2)

(2) Paragraph 406(3)(f) of the French version of the Act is replaced by the following:

  • f) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 418(3.1).

239 (1) Subsection 412(3) of the Act is replaced by the following:

  • Meaning of loan

    (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Explanatory Note 313

Marginal note: 2007, c. 6, s. 177

(2) Subsection 412(4) of the French version of the Act is replaced by the following:

  • Marginal note: Titre ou valeur mobilière d’un apparenté

    (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

240 Paragraph 415(b) of the English version of the Act is replaced by the following:

  • (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Explanatory Note 314

241 (1) Subsection 418(3) of the Act is replaced by the following:

  • Marginal note: Asset transactions with financial institutions

    (3) Despite any of the provisions of subsections (1) and (2), an association may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the association that is a financial institution.

Explanatory Note 315

Marginal note: 2001, c. 9, s. 317

(2) Subsection 418(3.1) of the French version of the Act is replaced by the following:

  • Marginal note: Opérations dans le cadre d’une restructuration

    (3.1) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, l’association peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Marginal note: 2007, c. 6, s. 178

(3) Subsection 418(5) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation

    (5) L’association peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 233.5.

Explanatory Note 316

242 Subsection 428(2) of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    (2) An association and any person who is a director, an officer, an employee or an agent or mandatary of the association may rely on any information contained in any disclosure received by the association under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the association or the person for anything done or omitted in good faith in reliance on the information.

Explanatory Note 317

243 Paragraph 432(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 318

Marginal note: 1997, c. 15, s. 162

244 Section 467 of the English version of the Act is replaced by the following:

  • Marginal note: Liability of officers, directors, etc.

    467 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary 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 466(1)(a) for the offence, whether or not the entity has been prosecuted or convicted.

Explanatory Note 319

Marginal note: 2001, c. 9, s. 341

245 Section 469 of the English version of the Act is replaced by the following:

  • Marginal note: Compliance or restraining order

    469 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association 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 association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that person has, apply to a court for an order directing the association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the association, the director, the officer, the employee or the agent or mandatary 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 retail association or any director, any officer, any employee or any agent or mandatary of a retail association 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 retail association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the retail association, the director, the officer, the employee or the agent or mandatary 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.

Explanatory Note 320

1991, c. 47
Insurance Companies Act

246 (1) The definition biens immeubles in subsection 2(1) of the French version of the Insurance Companies Act is repealed.

Explanatory Note 321

(2) The definitions fiduciary, personal representative, proxy, residential property and security interest in subsection 2(1) of the Act are replaced by the following:

fiduciary

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney; (représentant personnel)

proxy

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; (procuration)

residential property

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

security interest

security interest means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

(3) The definitions beneficial ownership, form of proxy and securities underwriter in subsection 2(1) of the English version of the Act are replaced by the following:

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; (formulaire de procuration)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

(4) The definitions fondé de pouvoir and opération in subsection 2(1) of the French version of the Act are replaced by the following:

fondé de pouvoir

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire ou du souscripteur ou, dans le cas d’une société de secours, du membre aux assemblées des actionnaires, des souscripteurs ou des membres. (proxyholder)

opération

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. (trade)

(5) Paragraph (a) of the definition security in subsection 2(1) of the English version of the Act is replaced by the following:

  • (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any document evidencing a deposit with a financial institution, and

Explanatory Note 322

(6) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:

immovable

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

Explanatory Note 323

(7) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order:

bien réel

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien. (real property)

247 Subsections 12(3) and (4) of the French version of the Act are replaced by the following:

  • Marginal note: Biens

    (3) La branche d’assurance qui couvre la perte de biens ou le dommage causé à ceux-ci couvre également les pertes d’usage, d’occupation, de loyers et de bénéfices en résultant.

  • Marginal note: Assurance de responsabilité

    (4) Sauf mention expresse à l’annexe, l’assurance de responsabilité soit pour blessures corporelles ou décès, soit pour perte de biens ou dommage causé à ceux-ci est exclue.

Explanatory Note 324

248 Subsection 15(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    15 (1) La société ou la société de secours — ci-après appelées dans la présente partie, sauf indication contraire, la société — a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 325

Marginal note: 2005, c. 54, s. 218

249 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the company or society as a director, an officer, an employee or an agent or mandatary of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the company or society with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 326

250 Paragraph 37(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 327

Marginal note: 2005, c. 54, s. 221

251 Subparagraph 70(2.1)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 328

252 Subsection 75(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 79.

Explanatory Note 329

253 (1) The definitions adverse claim and purchaser in section 85 of the Act are replaced by the following:

adverse claim

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

Explanatory Note 330

(2) Paragraph (d) of the definition security or security certificate in section 85 of the English version of the Act is replaced by the following:

  • (d) evidence of a share, participation or other interest or right in or obligation of a company,

Explanatory Note 331

254 Paragraph 95(a) of the English version of the Act is replaced by the following:

  • (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Explanatory Note 332

Marginal note: 2005, c. 54, s. 227(E)

255 Section 98 of the Act is replaced by the following:

  • Marginal note: Minors

    98 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the company.

Explanatory Note 333

Marginal note: 1991, c. 47, par. 758(b)

256 (1) Subsection 100(1) of the Act is replaced by the following:

  • Marginal note: Transmission of securities

    100 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 97(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 97(2)(a) delivers to the company or its transfer agent the following documents, accompanied by any assurance the company may require under section 131:

    • (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters probate or of a judgment probating a will, the original document or a copy certified to be a true copy by

      • (i) the court that granted the probate or letters of administration or that issued the letters probate or the judgment probating the will,

      • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

      • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 97(2)(a);

    • (b) in the case of a will probated by a notary in Quebec, a certified copy of the notarial minutes of the probate;

    • (c) in the case of letters probate issued by a notary in Quebec, a certified copy of the letters;

    • (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

    • (e) an affidavit or declaration of transmission made by the person referred to in paragraph 97(2)(a) that states the particulars of the transmission; and

    • (f) the security certificate that was owned by the deceased holder

      • (i) in the case of a transfer to the person referred to in paragraph 97(2)(a), with or without the endorsement of that person, and

      • (ii) in the case of a transfer to any other person, endorsed in accordance with section 115.

Explanatory Note 334

(2) The portion of subsection 100(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Excepted transmissions

    (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents:

Explanatory Note 335

(3) Paragraph 100(2)(b) of the Act is replaced by the following:

  • (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

257 Subsection 104(1) of the Act is replaced by the following:

  • Marginal note: Notice of defect

    104 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Explanatory Note 336

258 Subsection 108(3) of the English version of the Act is replaced by the following:

  • Marginal note: Limitation

    (3) A purchaser acquires rights only to the extent of the interest or right purchased.

Explanatory Note 337

259 Subsection 112(5) of the English version of the Act is replaced by the following:

  • Marginal note: Warranties of securities broker

    (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

Explanatory Note 338

260 (1) Paragraph 114(1)(e) of the French version of the Act is replaced by the following:

  • e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

Explanatory Note 339

(2) Paragraph 114(1)(g) of the English version of the Act is replaced by the following:

  • (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

261 Section 118 of the English version of the Act is replaced by the following:

  • Marginal note: Effect of failure by fiduciary to comply

    118 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Explanatory Note 340

262 (1) The portion of subsection 125(4) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Transfer through clearing agency

    (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Explanatory Note 341

(2) The portion of subsection 125(4) of the English version of the Act after paragraph (b) is repealed.

(3) Subsection 125(5) of the Act is replaced by the following:

  • Marginal note: Interests or rights in fungible bulk

    (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Explanatory Note 342

(4) Subsections 125(6) and (7) of the French version of the Act are replaced by the following:

  • Marginal note: Transfert ou gage équivaut à livraison

    (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

  • Marginal note: Inscription équivaut à acceptation de livraison

    (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

(5) Subsection 125(9) of the French version of the Act is replaced by the following:

  • Marginal note: Non-inscription

    (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 130 à 137.

Explanatory Note 343

263 Subsection 127(2) of the French version of the Act is replaced by the following:

  • Marginal note: Résolution d’un transfert

    (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Explanatory Note 344

264 Sections 128 and 129 of the Act are replaced by the following:

  • Marginal note: Seizure of security

    128 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

  • Marginal note: No liability if good faith disposition

    129 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

Explanatory Note 345

265 (1) Paragraph 131(1)(a) of the English version of the Act is replaced by the following:

  • (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

Explanatory Note 346

(2) Paragraph 131(4)(a) of the French version of the Act is replaced by the following:

  • a) dans le cas du représentant nommé judiciairement et visé au paragraphe 100(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

Explanatory Note 347

266 Paragraph 133(2)(b) of the English version of the Act is replaced by the following:

  • (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Explanatory Note 348

267 The portion of section 138 of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Rights and obligations

    138 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Explanatory Note 349

268 Section 139 of the English version of the Act is replaced by the following:

  • Marginal note: Notice

    139 Notice to one of the persons referred to in section 138 is notice to the issuer in respect of the functions performed by that person.

Explanatory Note 350

269 Subsection 147(6) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Explanatory Note 351

Marginal note: 1997, c. 15, s. 197

270 Paragraph (b) of the definition solicit or solicitation in section 164 of the English version of the Act is replaced by the following:

  • (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Explanatory Note 352

Marginal note: 1997, c. 15, s. 197

271 (1) Subsections 164.01(1) and (2) of the Act are replaced by the following:

  • Marginal note: Appointing proxyholder

    164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note: Execution or signature of proxy

    (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so.

Explanatory Note 353

Marginal note: 1997, c. 15, s. 197

(2) Subsection 164.01(4) of the English version of the Act is replaced by the following:

  • Marginal note: Required information

    (4) A form of proxy must indicate, in boldface type, that the shareholder or policyholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so.

Explanatory Note 354

Marginal note: 1997, c. 15, s. 197

(3) The portion of paragraph 164.01(6)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so

Explanatory Note 355

Marginal note: 1997, c. 15, s. 197

272 (1) Subsection 164.02(1) of the English version of the Act is replaced by the following:

  • Marginal note: Deposit of proxies

    164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent.

Explanatory Note 356

Marginal note: 1997, c. 15, s. 197

(2) Subsection 164.02(2) of the Act is replaced by the following:

  • Marginal note: Time for deposit of proxies

    (2) The time specified for the deposit of proxies must not precede the meeting or the continued meeting by more than

    • (a) 48 hours, excluding Saturdays and holidays, in the case of forms of proxy executed or, in Quebec, signed by shareholders; and

    • (b) 10 days, in the case of forms of proxy executed or, in Quebec, signed by policyholders.

Marginal note: 1997, c. 15, s. 197

273 Subsection 164.05(1) of the English version of the Act is replaced by the following:

  • Marginal note: Attendance at meeting

    164.05 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder or policyholder who appointed them.

Explanatory Note 357

Marginal note: 2005, c. 54, s. 243

274 Subsection 164.06(4) of the French version of the Act is replaced by the following:

  • Marginal note: Exemplaires

    (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Explanatory Note 358

Marginal note: 2001, c. 9, s. 374

275 Subsection 164.08(9) of the French version of the Act is replaced by the following:

  • Marginal note: Cessation d’application du paragraphe (8)

    (9) Le paragraphe (8) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté.

Explanatory Note 359

Marginal note: 2012, c. 31, s. 131

276 (1) Paragraph 168(1)(f.1) of the English version of the Act is replaced by the following:

  • (f.1) a person who is an officer, a director, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 406.1;

Explanatory Note 360

(2) Paragraph 168(1)(i) of the English version of the Act is replaced by the following:

  • (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and

277 Subsection 183(2) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

Explanatory Note 361

Marginal note: 2005, c. 54, s. 254

278 Paragraph 212(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the company, an entity controlled by the company or an entity in which the company has a substantial investment;

Explanatory Note 362

279 Subsection 219(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 363

280 Section 244 of the French version of the Act is replaced by the following:

  • Marginal note: Maintien des droits

    244 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 364

Marginal note: 1997, c. 15, s. 221(2)

281 Subsection 248(6) of the French version of the Act is replaced by the following:

  • Marginal note: Résiliation

    (6) Le conseil d’administration de l’une des sociétés, personnes morales ou sociétés de secours requérantes peut résilier la convention de fusion, si celle-ci comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les actionnaires, les souscripteurs ou les membres de toutes les sociétés, personnes morales ou sociétés de secours requérantes ou de certaines d’entre elles.

Explanatory Note 365

Marginal note: 1997, c. 15, s. 222(1)

282 Subsection 250(1) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation de la convention par le ministre

    250 (1) Sous réserve du paragraphe (2), sauf s’il y a résiliation de la convention de fusion conformément au paragraphe 248(6), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 248(5) soit l’approbation des conseils d’administration prévue à l’article 249, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même société ou société de secours.

Explanatory Note 366

Marginal note: 2001, c. 9, s. 392

283 Subsection 251.1(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    251.1 (1) If a company or society, or any director, any officer, any employee or any agent or mandatary of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, the officer, the employee or the agent or mandatary, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 367

284 Paragraph 252(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 368

285 (1) Subsection 263(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Explanatory Note 369

(2) The portion of subsection 263(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) A company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Explanatory Note 370

286 The portion of section 267 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    267 A company and its agents or mandataries must take reasonable precautions to

Explanatory Note 371

Marginal note: 2005, c. 54, s. 268

287 (1) Subsection 271(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 372

Marginal note: 2005, c. 54, s. 268

(2) The portion of subsection 271(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) A company or its agent or mandatary must provide the supplementary information within

Explanatory Note 373

288 Section 273 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    273 A company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Explanatory Note 374

289 The portion of section 277 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Destruction of certificates

    277 A company, its agent or mandatary or a trustee as defined in section 317 is not required to produce

Explanatory Note 375

Marginal note: 2005, c. 54, s. 269

290 Subsection 279(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 376

291 The definitions option d’achat and option de vente in subsection 288(1) of the French version of the Act are replaced by the following:

option d’achat

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. (call)

option de vente

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. (put)

Explanatory Note 377

Marginal note: 2005, c. 54, s. 272

292 Paragraph 294(5)(c) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

Explanatory Note 378

Marginal note: 2005, c. 54, s. 272

293 (1) Paragraph 300(18)(a) of the French version of the Act is replaced by the following:

  • a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 379

Marginal note: 2005, c. 54, s. 272

(2) Subsection 300(19) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs du tribunal

    (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question.

Explanatory Note 380

Marginal note: 2005, c. 54, s. 273(4)(E)

294 (1) Paragraph (c) of the definition associate of the offeror in subsection 307(1) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity,

Explanatory Note 381

Marginal note: 2005, c. 54, s. 273(6)(F)

(2) The portion of the definition offeror in subsection 307(1) of the English version of the Act before paragraph (a) is replaced by the following:

offeror

offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

Explanatory Note 382

Marginal note: 2005, c. 54, s. 281

295 Paragraph 314(a) of the French version of the Act is replaced by the following:

  • a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 310b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 383

296 (1) Subsection 315(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs du tribunal

    315 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 313(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance.

Explanatory Note 384

(2) Paragraph 315(4)(b) of the French version of the Act is replaced by the following:

  • b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée;

Explanatory Note 385

297 The definition trust indenture in section 317 of the Act is replaced by the following:

trust indenture

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. (acte de fiducie)

Explanatory Note 386

Marginal note: 2001, c. 9, s. 400(1)(F)

298 Subparagraph 338(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired under section 499 or through a realization of security under section 500.

Explanatory Note 387

299 Subsection 373(2) of the Act is replaced by the following:

  • Marginal note: Court approval to discontinue

    (2) An application made or an action brought or intervened in under this Division must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Explanatory Note 388

Marginal note: 2005, c. 54, s. 292(F)

300 Paragraph 387(b) of the French version of the Act is replaced by the following:

  • b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

Explanatory Note 389

301 (1) Paragraph 391(1)(e) of the French version of the Act is replaced by the following:

  • e) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société;

Explanatory Note 390

(2) Paragraph 391(2)(e) of the English version of the Act is replaced by the following:

  • (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the company;

Explanatory Note 391

302 Subsection 395(3) of the Act is replaced by the following:

  • Marginal note: Notification of final accounts

    (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 387, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation.

Explanatory Note 392

303 Paragraph 401(4)(a) of the French version of the Act is replaced by the following:

  • a) de joindre comme partie à l’instance chaque ancien actionnaire ou fondateur retrouvé par le demandeur;

Explanatory Note 393

Marginal note: 2012, c. 19, s. 340

304 (1) The portion of the definition agent in section 406.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following:

agent

means

  • (a) in relation to Her Majesty in right of Canada or of a province, an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include

    • (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person,

Explanatory Note 394

Marginal note: 2012, c. 19, s. 340

(2) The portion of the definition agent in section 406.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following:

  • (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province is a trustee; and

(b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. (mandataire)

Marginal note: 2001, c. 9, s. 410(2)

305 Paragraph 418(2)(a) of the French version of the Act is replaced by the following:

  • a) il y a eu disposition des actions ayant donné lieu à la contravention;

Explanatory Note 395

306 Section 436 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    436 A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in a declaration required by the directors under section 435 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 435, and no action lies against the company or the person for anything done or omitted to be done in good faith in reliance on the information.

Explanatory Note 396

Marginal note: 2001, c. 9, s. 416(1)

307 Paragraphs 441(1)(a) and (b) of the Act are replaced by the following:

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

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

Explanatory Note 397

Marginal note: 2001, c. 9, s. 417(1)

308 (1) Paragraph 442(1)(a) of the English version of the Act is replaced by the following:

  • (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 490(1) or a prescribed entity;

Explanatory Note 398

(2) Paragraphs 442(2)(a) and (b) of the English version of the Act are replaced by the following:

  • (a) the name of the person for whom a company is acting as agent or mandatary under subsection (1); and

  • (b) whether any commission is being earned by a company when acting as agent or mandatary under subsection (1).

Explanatory Note 399

Marginal note: 2007, c. 6, s. 220(2)

309 Paragraph 449(2)(c) of the French version of the Act is replaced by the following:

  • c) à la garantie par les sociétés qui participent au Fonds mutuels d’assurance-incendie des risques contre la perte de biens ou le dommage à ceux-ci causés par le feu, la foudre, une déflagration ou la fumée ou par la rupture d’un extincteur automatique ou de tout autre matériel ou système de protection contre l’incendie, ou par toute fuite en provenant;

Explanatory Note 400

310 Section 466 of the Act is replaced by the following:

  • Marginal note: Prohibited activities

    466 It is prohibited for a company to act in Canada

    • (a) as an executor or administrator of an estate or liquidator of a succession;

    • (b) as a trustee for a trust;

    • (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

    • (d) in any capacity similar to the capacities mentioned in paragraph (c).

Explanatory Note 401

Marginal note: 2007, c. 6, s. 227

311 (1) Subsection 469(1) of the Act is replaced by the following:

  • Marginal note: Restriction on mortgages or hypothecs

    469 (1) A company must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 402

(2) Paragraph 469(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the company may make a loan is established;

Explanatory Note 403

Marginal note: 1997, c. 15, s. 253

(3) Paragraph 469(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the company on a property disposed of by the company, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the company for the property.

312 Section 471 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction on receivers or sequestrators

    471 A company must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the company.

Explanatory Note 404

Marginal note: 2001, c. 9, s. 421

313 Section 475 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    475 A life company must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 490(1), is not permitted to engage.

Explanatory Note 405

Marginal note: 2007, c. 6, s. 228

314 Section 478 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    478 A property and casualty company, or a marine company, must not engage in Canada in any financial leasing of personal property or movables.

Explanatory Note 406

Marginal note: 1997, c. 15, s. 256

315 Subsection 479.1(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    479.1 (1) If a company makes a loan in respect of which the disclosure requirements of section 480 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 407

Marginal note: 2012, c. 5, s. 134

316 Section 482.1 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    482.1 If a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 408

317 Paragraph 488(2)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 409

Marginal note: 2001, c. 9, s. 426

318 (1) The definition loan in subsection 490(1) of the Act is replaced by the following:

loan

loan includes an acceptance, advance on the security of or against the cash surrender value of a policy, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. (prêt ou emprunt)

Explanatory Note 410

Marginal note: 2008, c. 28, s. 154

(2) Subparagraph (a)(iv) of the definition commercial loan in subsection 490(1) of the Act is replaced by the following:

  • (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

  • (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or

  • (B) the real property or immovable is not residential property and

    • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and

    • (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

Explanatory Note 411

Marginal note: 2008, c. 28, s. 154

(3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 490(1) of the Act before subclause (B)(II) is replaced by the following:

  • (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

  • (A) the real property or immovable is residential property and

    • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and

    • (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent,

  • (B) the real property or immovable is not residential property and

    • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired,

Marginal note: 2008, c. 28, s. 154

(4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 490(1) of the Act is replaced by the following:

  • (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, or

Marginal note: 2001, c. 9, s. 426

(5) The portion of the definition financial leasing entity in subsection 490(1) of the Act before paragraph (b) is replaced by the following:

financial leasing entity

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

  • (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

Explanatory Note 412

Marginal note: 2008, c. 28, s. 154

(6) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 490(1) of the English version of the Act is replaced by the following:

  • (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

Explanatory Note 413

Marginal note: 2001, c. 9, s. 426

(7) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 490(1) of the French version of the Act is replaced by the following:

  • b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

Explanatory Note 414

Marginal note: 2001, c. 9, s. 426

(8) Paragraph (b) of the definition financial leasing entity in subsection 490(1) of the English version of the Act is replaced by the following:

  • (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

  • (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. (entité s’occupant de crédit-bail)

Explanatory Note 415

Marginal note: 2001, c. 9, s. 426

319 Paragraph 491(b) of the Act is replaced by the following:

  • (b) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 509(a) to be an interest in real property; or

Explanatory Note 416

Marginal note: 2012, c. 5, s. 140(1)

320 (1) The portion of subsection 495(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), la société d’assurance-vie peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 417

Marginal note: 2012, c. 5, s. 140(2)

(2) The portion of subsection 495(5.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (5.1) Malgré l’alinéa (5)a), la société d’assurances multirisques ou la société d’assurance maritime peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 418

Marginal note: 2001, c. 9, s. 426

321 Section 506 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    506 A company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations.

Explanatory Note 419

Marginal note: 2001, c. 9, s. 426

322 Paragraph 508(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 420

Marginal note: 2007, c. 6, s. 239(1)

323 (1) Paragraph 512(2)(/f) of the Act is replaced by the following:

  • (f) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or

Explanatory Note 421

Marginal note: 2007, c. 6, s. 239(1)

(2) Paragraph 512(2)(g) of the French version of the Act is replaced by the following:

  • g) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 527(4).

324 (1) Subsection 520(3) of the Act is replaced by the following:

  • Marginal note: Meaning of loan

    (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Explanatory Note 422

Marginal note: 2007, c. 6, s. 242(2)

(2) Subsection 520(4) of the French version of the Act is replaced by the following:

  • Marginal note: Titre ou valeur mobilière d’un apparenté

    (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

325 Paragraph 525(b) of the English version of the Act is replaced by the following:

  • (b) the loan is a loan permitted by section 469 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Explanatory Note 423

326 (1) Subsection 527(3) of the Act is replaced by the following:

  • Marginal note: Asset transactions with financial institutions

    (3) Despite any of the provisions of subsections (1) and (2), a company may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the company that is a financial institution.

Explanatory Note 424

(2) Subsection 527(4) of the French version of the Act is replaced by the following:

  • Marginal note: Opérations dans le cadre d’une restructuration

    (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Marginal note: 2007, c. 6, s. 245

(3) Subsection 527(6) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation : paragraphe 254(2) ou (2.01)

    (6) La société peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une opération approuvée par le ministre ou le surintendant en vertu du paragraphe 254(2) ou (2.01).

Explanatory Note 425

327 Subsection 537(2) of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    (2) A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in any disclosure received by the company under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the company or the person for anything done or omitted in good faith in reliance on the information.

Explanatory Note 426

Marginal note: 1997, c. 15, s. 285

328 (1) Paragraph 542(2)(c) of the Act is replaced by the following:

  • (c) hold, manage and otherwise deal with real property or immovables;

Explanatory Note 427

Marginal note: 1997, c. 15, s. 285

(2) The portion of paragraph 542(2)(d) of the English version of the Act before subparagraph (i) is replaced by the following:

  • (d) act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by

Marginal note: 1997, c. 15, s. 285

(3) Subsection 542(5) of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    (5) A society must not engage in Canada in any financial leasing of personal property or movables.

Explanatory Note 428

Marginal note: 2007, c. 6, s. 251

329 (1) Subsection 542.06(1) of the Act is replaced by the following:

  • Marginal note: Restriction on mortgages or hypothecs

    542.06 (1) A society must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 429

Marginal note: 1997, c. 15, s. 285

(2) Paragraph 542.06(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the society may make a loan is established;

Explanatory Note 430

Marginal note: 1997, c. 15, s. 285

(3) Paragraph 542.06(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the society on a property disposed of by the society, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the society for the property.

Marginal note: 1997, c. 15, s. 285

330 Section 542.08 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction on receivers or sequestrators

    542.08 A society must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the society.

Explanatory Note 431

Marginal note: 1997, c. 15, s. 285

331 Paragraph 542.12(2)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 432

332 (1) Subsection 545(1) of the Act is replaced by the following:

  • Marginal note: Appointing proxyholder

    545 (1) A member who is entitled to vote by by-law of a society may, if the by-laws of the society so provide, appoint, by means of a proxy, a proxyholder or one or more alternate proxyholders, who are not required to be members of the society, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

Explanatory Note 433

(2) Subsection 545(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of proxies

    (2) A proxy is not valid at a meeting of a society unless it is filed with the secretary of the society at least 10 days before the date of the meeting and it may be revoked at any time.

333 Paragraph 550(a) of the Act is replaced by the following:

  • (a) any interest in real property arising through the holding of a security interest in real property or an immovable;

Explanatory Note 434

Marginal note: 2007, c. 6, s. 253(3)

334 The portion of subsection 554(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), la société de secours peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie et y est autorisée par les lois d’une province ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si celle-ci est, selon le cas :

Explanatory Note 435

Marginal note: 2001, c. 9, s. 439

335 Section 563 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limits

    563 A society must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the society or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the society in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations.

Explanatory Note 436

Marginal note: 2001, c. 9, s. 439

336 Paragraph 566(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the society or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 437

337 Section 570 of the French version of the Act is replaced by the following:

  • Marginal note: Dispositions transitoires

    570 La présente partie n’a pas pour effet, quand l’opération est antérieure à l’entrée en vigueur de la présente partie, d’entraîner l’annulation d’un prêt ou d’un engagement de prêt ou placement ou d’augmentation d’un prêt ou placement ou la disposition d’un placement; cependant, après l’entrée en vigueur de la présente partie, le montant du prêt ou du placement qui se trouve à être interdit ou limité par la présente partie ne peut être augmenté, sauf disposition contraire des articles 557, 558 et 559 ou conformément à l’engagement prévu au présent article.

Explanatory Note 438

Marginal note: 1997, c. 15, s. 298

338 Paragraph 570.11(b) of the French version of the Act is replaced by the following:

  • b) nommer un liquidateur, avec ou sans garantie, fixer sa rémunération et le remplacer;

Explanatory Note 439

Marginal note: 1997, c. 15, s. 298

339 (1) Paragraph 570.15(1)(d) of the French version of the Act is replaced by the following:

  • d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société de secours;

Explanatory Note 440

Marginal note: 1997, c. 15, s. 298

(2) Paragraph 570.15(2)(e) of the English version of the Act is replaced by the following:

  • (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the society;

Explanatory Note 441

Marginal note: 1997, c. 15, s. 298

340 Subsection 570.19(3) of the Act is replaced by the following:

  • Marginal note: Notification of final accounts

    (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 570.11, to each member of the society or, if there are no members, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation.

Explanatory Note 442

Marginal note: 1997, c. 15, s. 298

341 Paragraph 570.25(4)(a) of the French version of the Act is replaced by the following:

  • a) de joindre comme partie à l’instance chaque ancien membre ou fondateur retrouvé par le demandeur;

Explanatory Note 443

Marginal note: 2007, c. 6, s. 274(2)

342 Paragraph 591(2)(c) of the French version of the Act is replaced by the following:

  • c) à la garantie au Canada par les sociétés étrangères qui participent au Fonds mutuel d’assurance-incendie des risques contre la perte de biens ou le dommage à ceux-ci causés par le feu, la foudre, une déflagration ou la fumée ou par la rupture d’un extincteur automatique ou de tout autre matériel ou système de protection contre l’incendie, ou par toute fuite en provenant;

Explanatory Note 444

Marginal note: 1997, c. 15, s. 307

343 Subsection 598.1(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    598.1 (1) If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the foreign company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 445

Marginal note: 2012, c. 5, s. 148

344 Section 601.1 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    601.1 If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the foreign company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 446

Marginal note: 2007, c. 6, s. 280(1)

345 Paragraphs 604(1)(b) and (c) of the English version of the Act are replaced by the following:

  • (b) designate one of its officers or employees in Canada, or an agent or mandatary in Canada, to be responsible for implementing those procedures; and

  • (c) designate one or more of its officers or employees in Canada, or agents or mandataries in Canada, to receive and deal with those complaints.

Explanatory Note 447

346 Paragraph 606(2)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 448

347 Paragraph 610(1)(e) of the Act is replaced by the following:

  • (e) determining the method of calculating the value of interests in real property or rights in immovables of foreign companies for the purposes of section 618; and

Explanatory Note 449

348 (1) Paragraph 612(1)(b) of the Act is replaced by the following:

  • (b) real property or immovables situated outside Canada or ground rents, mortgages or hypothecs in respect of that real property or those immovables;

Explanatory Note 450

Marginal note: 2007, c. 6, s. 290(1)

(2) Paragraph 612(1)(d) of the Act is replaced by the following:

  • (d) a loan made in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Marginal note: 2007, c. 6, s. 290(2)

(3) Paragraph 612(2)(a) of the Act is replaced by the following:

  • (a) holding, managing or otherwise dealing with real property or immovables; or

Explanatory Note 451

(4) Paragraph 612(3)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the foreign company may make a loan is established;

Explanatory Note 452

Marginal note: 2007, c. 6, s. 292

349 Section 618 of the Act and the heading before it are replaced by the following:

  • Real Property or Immovables

    • Marginal note: Limit — foreign life companies

      618 (1) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance must not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

    • Marginal note: Limit — foreign composite companies

      (2) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance must not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

    • Marginal note: Limit — foreign property and casualty companies and foreign marine companies

      (3) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign property and casualty company, or a foreign marine company, must not at any time exceed the prescribed percentage of the value of its assets in Canada.

Explanatory Note 453

350 Subparagraph 634(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company.

Explanatory Note 454

351 Paragraph 661(2)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 455

352 Paragraph 668(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 456

Marginal note: 2001, c. 9, s. 465

353 Subsection 701(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    701 (1) La société de portefeuille d’assurances a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 457

Marginal note: 2005, c. 54, s. 304

354 Paragraphs 706(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the insurance holding company as a director, an officer, an employee or an agent or mandatary of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 458

Marginal note: 2001, c. 9, s. 465

355 Paragraph 724(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 459

Marginal note: 2005, c. 54, s. 308

356 Subparagraph 749(3)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the insurance holding company at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 460

Marginal note: 2001, c. 9, s. 465

357 Subsection 754(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) An insurance holding company may accept from any shareholder a share of the insurance holding company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 757.

Explanatory Note 461

Marginal note: 2001, c. 9, s. 465

358 Subsection 770(6) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (6) La société de portefeuille d’assurances ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Explanatory Note 462

Marginal note: 2001, c. 9, s. 465

359 Paragraph (b) of the definition solicit or solicitation in section 785 of the English version of the Act is replaced by the following:

  • (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Explanatory Note 463

Marginal note: 2001, c. 9, s. 465

360 (1) Subsections 786(1) and (2) of the Act are replaced by the following:

  • Marginal note: Appointing proxyholder

    786 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note: Execution or signature of proxy

    (2) A form of proxy must be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Explanatory Note 464

Marginal note: 2001, c. 9, s. 465

(2) Subsection 786(4) of the English version of the Act is replaced by the following:

  • Marginal note: Required information

    (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

Explanatory Note 465

Marginal note: 2001, c. 9, s. 465

(3) The portion of paragraph 786(6)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Explanatory Note 466

Marginal note: 2001, c. 9, s. 465

361 Section 787 of the English version of the Act is replaced by the following:

  • Marginal note: Deposit of proxies

    787 (1) The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the insurance holding company or its transfer agent.

  • Marginal note: Time for deposit of proxies

    (2) The time specified for the deposit of proxies must not precede the meeting or the continued meeting by more than 48 hours, excluding Saturdays and holidays.

Explanatory Note 467

Marginal note: 2001, c. 9, s. 465

362 Subsection 790(1) of the English version of the Act is replaced by the following:

  • Marginal note: Attendance at meeting

    790 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Explanatory Note 468

Marginal note: 2005, c. 54, s. 326

363 Subsection 791(4) of the French version of the Act is replaced by the following:

  • Marginal note: Exemplaires

    (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Explanatory Note 469

Marginal note: 2001, c. 9, s. 465

364 Subsection 793(8) of the French version of the Act is replaced by the following:

  • Marginal note: Cessation d’application du paragraphe (7)

    (8) Le paragraphe (7) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté.

Explanatory Note 470

Marginal note: 2012, c. 31, s. 141

365 (1) Paragraph 797(f.1) of the English version of the Act is replaced by the following:

  • (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 406.1;

Explanatory Note 471

Marginal note: 2001, c. 9, s. 465

(2) Paragraph 797(i) of the English version of the Act is replaced by the following:

  • (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

Marginal note: 2001, c. 9, s. 465

366 Subsection 810(2) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (2) La société de portefeuille d’assurances ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

Explanatory Note 472

Marginal note: 2005, c. 54, s. 335

367 Paragraph 837(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment;

Explanatory Note 473

Marginal note: 2001, c. 9, s. 465

368 Subsection 844(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 474

Marginal note: 2001, c. 9, s. 465

369 Section 856 of the French version of the Act is replaced by the following:

  • Marginal note: Maintien des droits

    856 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société de portefeuille d’assurances, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 475

Marginal note: 2001, c. 9, s. 465

370 Subsection 860(5) of the French version of the Act is replaced by the following:

  • Marginal note: Résiliation

    (5) Le conseil d’administration de l’une des personnes morales requérantes peut résilier la convention de fusion, si celle-ci comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les actionnaires des requérantes ou de certaines d’entre elles.

Explanatory Note 476

Marginal note: 2001, c. 9, s. 465

371 Subsection 862(1) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation de la convention par le ministre

    862 (1) Sous réserve du paragraphe (2), sauf s’il y a résiliation de la convention de fusion conformément au paragraphe 860(5), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 860(4) soit l’approbation des conseils d’administration prévue à l’article 861, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même société de portefeuille d’assurances.

Explanatory Note 477

Marginal note: 2001, c. 9, s. 465

372 Subsection 864(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    864 (1) If an insurance holding company, or any director, any officer, any employee or any agent or mandatary of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 478

Marginal note: 2001, c. 9, s. 465

373 Paragraph 865(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 479

Marginal note: 2001, c. 9, s. 465

374 (1) Subsection 871(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Explanatory Note 480

Marginal note: 2001, c. 9, s. 465

(2) The portion of subsection 871(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) An insurance holding company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Explanatory Note 481

Marginal note: 2001, c. 9, s. 465

375 The portion of section 875 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    875 An insurance holding company and its agents or mandataries must take reasonable precautions to

Explanatory Note 482

Marginal note: 2005, c. 54, s. 348

376 Subsection 881(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 483

Marginal note: 2001, c. 9, s. 465

377 Subparagraph 894(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the insurance holding company within the two years immediately preceding the person’s proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired under section 975 or through a realization of a security under section 976.

Explanatory Note 484

Marginal note: 2001, c. 9, s. 465

378 Subsection 914(2) of the Act is replaced by the following:

  • Marginal note: Court approval to discontinue

    (2) An application made or an action brought or intervened in under this Subdivision must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Explanatory Note 485

Marginal note: 2001, c. 9, s. 465

379 Paragraph 945(2)(a) of the French version of the Act is replaced by the following:

  • a) il y a eu disposition des actions ayant donné lieu à la contravention;

Explanatory Note 486

Marginal note: 2001, c. 9, s. 465

380 Section 960 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    960 An insurance holding company and any person who is a director, an officer, an employee or an agent or mandatary of the insurance holding company may rely on any information contained in a declaration required by the directors under section 959 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 959, and no action lies against the insurance holding company or the person for anything done or omitted to be done in good faith in reliance on the information.

Explanatory Note 487

Marginal note: 2001, c. 9, s. 465

381 Paragraph 966(3)(a) of the Act is replaced by the following:

  • (a) the holding of a security interest in any real property or immovable unless the security interest is prescribed under paragraph 984(a) to be an interest in real property; or

Explanatory Note 488

Marginal note: 2012, c. 5, s. 158(1)

382 The portion of subsection 971(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3.1) Malgré l’alinéa (3)a), la société de portefeuille d’assurances peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 489

Marginal note: 2001, c. 9, s. 465

383 Section 981 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    981 An insurance holding company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the insurance holding company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the insurance holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations.

Explanatory Note 490

Marginal note: 2001, c. 9, s. 465

384 Paragraph 983(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the insurance holding company or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 491

Marginal note: 2001, c. 9, s. 465

385 Paragraph 994(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 492

Marginal note: 2001, c. 9, s. 465

386 Section 1028 of the English version of the Act is replaced by the following:

  • Marginal note: Liability of officers, directors, etc.

    1028 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary 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 1027(1)(a) for the offence, whether or not the entity has been prosecuted or convicted.

Explanatory Note 493

Marginal note: 2001, c. 9, s. 465

387 Section 1031 of the English version of the Act is replaced by the following:

  • Marginal note: Compliance or restraining order

    1031 (1) If a company, a society, a foreign company, a provincial company or an insurance holding company or any director, any officer, any employee or any agent or mandatary of one does not comply with any provision of this Act or the regulations other than a consumer provision, or, in the case of a company, a society or an insurance holding company, of the incorporating instrument or any by-law of the company, society or insurance holding company, the Superintendent, any complainant or any creditor of the company, society or insurance holding company may, in addition to any other right that person has, apply to a court for an order directing the company, the society, the foreign company, the provincial company, the insurance holding company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the society, the foreign company, the provincial company, the insurance holding company, the director, the officer, the employee or the agent or mandatary 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 a foreign company or any director, any officer, any employee or any agent or mandatary of one 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, the foreign company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the foreign company, the director, the officer, the employee or the agent or mandatary 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.

Explanatory Note 494

Marginal note: SOR/2006-157, s. 1

388 (1) The definition mortgage insurance in the schedule to the Act is replaced by the following:

mortgage insurance

mortgage insurance means insurance against loss caused by default on the part of a borrower under a loan secured by a mortgage or hypothec or charge on, or other security interest in, real property or an immovable. (hypothèque)

Explanatory Note 495

Marginal note: 2007, c. 6, s. 334(4)(F)

(2) The definition maritime in the schedule to the French version of the Act is replaced by the following:

maritime

maritime Assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, survenant soit au cours d’un voyage ou d’une expédition en mer ou sur une voie d’eau intérieure, soit à l’occasion d’un retard dans le cadre d’un tel voyage ou d’une telle expédition ou au cours d’un transport connexe qui ne se fait pas sur l’eau, ou assurance contre toute perte de biens ou tout dommage à ceux-ci subis dans l’un ou l’autre de ces cas. (marine insurance)

Explanatory Note 496

Marginal note: SOR/2006-157, s. 1; SOR/2010-199, s. 3(F)

(3) Paragraphs (a) and (b) of the definition title insurance in the schedule to the Act are replaced by the following:

  • (a) the existence of a mortgage, hypothec, charge, lien, encumbrance, servitude or any other restriction on real property or an immovable;

  • (b) the existence of a mortgage, hypothec, charge, lien, pledge, encumbrance or any other restriction on personal property or a movable;

Explanatory Note 497

Marginal note: SOR/2010-199, s. 1(F)

(4) Paragraph (a) of the definition assurance-aviation in the schedule to the French version of the Act is replaced by the following:

  • a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, causés par un aéronef ou par son utilisation;

Explanatory Note 498

Marginal note: SOR/2006-157, s. 1

(5) Paragraph (a) of the definition automobile in the schedule to the French version of the Act is replaced by the following:

  • a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, causés par un véhicule automobile ou par son utilisation ou son fonctionnement;

Explanatory Note 499

Marginal note: SOR/2006-157, s. 1

(6) Paragraphs (a) and (b) of the definition chaudières et panne de machines in the schedule to the French version of the Act are replaced by the following:

  • a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, ou assurance contre la perte de biens ou le dommage à ceux-ci, causés soit par l’explosion ou la rupture d’un appareil à pression de tout genre ou des tuyaux, des moteurs ou des machines liés à cet appareil ou actionnés par celui-ci, soit par un accident survenant à un tel appareil ou à l’un ou l’autre de ces éléments;

  • b) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, ou assurance contre la perte de biens ou le dommage à ceux-ci, causés par la panne d’une machine. (boiler and machinery insurance)

Explanatory Note 500

Marginal note: SOR/2006-157, s. 1

(7) Paragraph (b) of the definition responsabilité in the schedule to the French version of the Act is replaced by the following:

  • b) assurance de responsabilité pour la perte de biens ou le dommage à ceux-ci;

Explanatory Note 501

1991, c. 45
Trust and Loan Companies Act

389 (1) The definition biens immeubles in section 2 of the French version of the Trust and Loan Companies Act is repealed.

Explanatory Note 502

(2) The definitions fiduciary, personal representative, proxy, residential property and security interest in section 2 of the Act are replaced by the following:

fiduciary

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney; (représentant personnel)

proxy

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

residential property

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

security interest

security interest means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

(3) The definitions beneficial ownership, form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following:

beneficial ownership

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

securities underwriter

securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

(4) The definitions fondé de pouvoir, fonds en fiducie garantie and opération in section 2 of the French version of the Act are replaced by the following:

fondé de pouvoir

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. (proxyholder)

fonds en fiducie garantie

fonds en fiducie garantie Fonds reçus en fiducie ou en fidéicommis par une société de fiducie au sens du paragraphe 57(2) à des fins de placement contre la garantie du versement des intérêts ou du remboursement du principal, ou des deux. (guaranteed trust money)

opération

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. (trade)

(5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following:

  • (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any document evidencing a deposit with a financial institution, and

Explanatory Note 503

(6) Section 2 of the Act is amended by adding the following in alphabetical order:

immovable

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

Explanatory Note 504

(7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order:

bien réel

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien. (real property)

390 Subsection 14(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs

    14 (1) La société a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

Explanatory Note 505

Marginal note: 2005, c. 54, s. 371

391 Paragraphs 19(1)(d) and (e) of the Act are replaced by the following:

  • (d) a person held out by the company as a director, an officer, an employee or an agent or mandatary of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director, an officer, an employee or an agent or mandatary; or

  • (e) a document issued by any director, any officer, any employee or any agent or mandatary of the company with actual or usual authority to issue the document is not valid or not genuine.

Explanatory Note 506

392 Paragraph 36(c) of the Act is replaced by the following:

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

Explanatory Note 507

Marginal note: 2009, c. 2, s. 288

393 Subsection 37(2.1) of the Act is replaced by the following:

  • 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 or movable leasing activity in which a financial leasing entity, as defined in subsection 449(1), is not permitted to engage.

Explanatory Note 508

Marginal note: 2007, c. 6, s. 340

394 Paragraph 38(2)(b) of the Act is replaced by the following:

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

Explanatory Note 509

Marginal note: 2005, c. 54, s. 374

395 Subparagraph 69(2.1)(a)(ii) of the English version of the Act is replaced by the following:

  • (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act, or

Explanatory Note 510

396 Subsection 74(3) of the Act is replaced by the following:

  • Marginal note: Gift, bequest or legacy

    (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 78.

Explanatory Note 511

397 (1) The definitions adverse claim and purchaser in section 84 of the Act are replaced by the following:

adverse claim

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

Explanatory Note 512

(2) The portion of the definition security or security certificate in section 84 of the English version of the Act after paragraph (c) is replaced by the following:

  • (d) evidence of a share, participation or other interest or right in or obligation of a company,

but does not include a document evidencing a deposit; (valeur mobilière ou certificat de valeur mobilière)

Explanatory Note 513

398 Paragraph 94(a) of the English version of the Act is replaced by the following:

  • (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Explanatory Note 514

Marginal note: 2005, c. 54, s. 380(E)

399 Section 97 of the Act is replaced by the following:

  • Marginal note: Minors

    97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the company.

Explanatory Note 515

400 (1) Subsection 99(1) of the Act is replaced by the following:

  • Marginal note: Transmission of securities

    99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 96(2)(a) delivers to the company or its transfer agent the following documents, accompanied by any assurance the company may require under section 130:

    • (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters probate or of a judgment probating a will, the original document or a copy certified to be a true copy by

      • (i) the court that granted the probate or letters of administration or that issued the letters probate or the judgment probating the will,

      • (ii) a company that is a trust company pursuant to subsection 57(2) or a trust company incorporated under the laws of a province, or

      • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(2)(a);

    • (b) in the case of a will probated by a notary in Quebec, a certified copy of the notarial minutes of the probate;

    • (c) in the case of letters probate issued by a notary in Quebec, a certified copy of the letters;

    • (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

    • (e) an affidavit or declaration of transmission made by the person referred to in paragraph 96(2)(a) that states the particulars of the transmission; and

    • (f) the security certificate that was owned by the deceased holder

      • (i) in the case of a transfer to the person referred to in paragraph 96(2)(a), with or without the endorsement of that person, and

      • (ii) in the case of a transfer to any other person, endorsed in accordance with section 114.

Explanatory Note 516

(2) The portion of subsection 99(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Excepted transmissions

    (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents:

Explanatory Note 517

(3) Paragraph 99(2)(b) of the Act is replaced by the following:

  • (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

401 Subsection 103(1) of the Act is replaced by the following:

  • Marginal note: Notice of defect

    103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Explanatory Note 518

402 Subsection 107(3) of the English version of the Act is replaced by the following:

  • Marginal note: Limitation

    (3) A purchaser acquires rights only to the extent of the interest or right purchased.

Explanatory Note 519

403 Subsection 111(5) of the English version of the Act is replaced by the following:

  • Marginal note: Warranties of securities broker

    (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

Explanatory Note 520

404 (1) Paragraph 113(1)(e) of the French version of the Act is replaced by the following:

  • e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

Explanatory Note 521

(2) Paragraph 113(1)(g) of the English version of the Act is replaced by the following:

  • (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

405 Section 117 of the English version of the Act is replaced by the following:

  • Marginal note: Effect of failure by fiduciary to comply

    117 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Explanatory Note 522

406 (1) The portion of subsection 124(4) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Transfer through clearing agency

    (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Explanatory Note 523

(2) The portion of subsection 124(4) of the English version of the Act after paragraph (b) is repealed.

(3) Subsection 124(5) of the Act is replaced by the following:

  • Marginal note: Interests or rights in fungible bulk

    (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Explanatory Note 524

(4) Subsections 124(6) and (7) of the French version of the Act are replaced by the following:

  • Marginal note: Transfert ou gage équivaut à livraison

    (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

  • Marginal note: Inscription équivaut à acceptation de livraison

    (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

(5) Subsection 124(9) of the French version of the Act is replaced by the following:

  • Marginal note: Non-inscription

    (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 129 à 136.

Explanatory Note 525

407 Subsection 126(2) of the French version of the Act is replaced by the following:

  • Marginal note: Résolution d’un transfert

    (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Explanatory Note 526

408 Sections 127 and 128 of the Act are replaced by the following:

  • Marginal note: Seizure of security

    127 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

  • Marginal note: No liability if good faith disposition

    128 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

Explanatory Note 527

409 (1) Paragraph 130(1)(a) of the English version of the Act is replaced by the following:

  • (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

Explanatory Note 528

(2) Paragraph 130(4)(a) of the French version of the Act is replaced by the following:

  • a) dans le cas du représentant nommé judiciairement et visé au paragraphe 99(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

Explanatory Note 529

410 Paragraph 132(2)(b) of the English version of the Act is replaced by the following:

  • (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Explanatory Note 530

411 The portion of section 137 of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Rights and obligations

    137 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Explanatory Note 531

412 Section 138 of the English version of the Act is replaced by the following:

  • Marginal note: Notice

    138 Notice to one of the persons referred to in section 137 is notice to the issuer in respect of the functions performed by that person.

Explanatory Note 532

413 Subsection 146(6) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Explanatory Note 533

414 Paragraph (b) of the definition solicit or solicitation in section 160.01 of the English version of the Act is replaced by the following:

  • (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Explanatory Note 534

Marginal note: 1997, c. 15, s. 348

415 (1) Subsections 160.02(1) and (2) of the Act are replaced by the following:

  • Marginal note: Appointing proxyholder

    160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note: Execution or signature of proxy

    (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Explanatory Note 535

Marginal note: 1997, c. 15, s. 348

(2) Subsection 160.02(4) of the English version of the Act is replaced by the following:

  • Marginal note: Required information

    (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

Explanatory Note 536

Marginal note: 1997, c. 15, s. 348

(3) The portion of paragraph 160.02(6)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Explanatory Note 537

Marginal note: 1997, c. 15, s. 348

416 Section 160.03 of the English version of the Act is replaced by the following:

  • Marginal note: Deposit of proxies

    160.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

Explanatory Note 538

Marginal note: 1997, c. 15, s. 348

417 Subsection 160.06(1) of the English version of the Act is replaced by the following:

  • Marginal note: Attendance at meeting

    160.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Explanatory Note 539

Marginal note: 2005, c. 54, s. 396

418 Subsection 160.07(4) of the French version of the Act is replaced by the following:

  • Marginal note: Exemplaires

    (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Explanatory Note 540

Marginal note: 2012, c. 31. s. 99

419 (1) Paragraph 164(f.1) of the English version of the Act is replaced by the following:

  • (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 374.1;

Explanatory Note 541

(2) Paragraph 164(i) of the English version of the Act is replaced by the following:

  • (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

420 Subsection 179(2) of the French version of the Act is replaced by the following:

  • Marginal note: Immunité

    (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

Explanatory Note 542

421 Subsection 203(1) of the English version of the Act is replaced by the following:

  • Marginal note: Exercise of trustee powers

    203 (1) If authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument or act creating a trust.

Explanatory Note 543

Marginal note: 2005, c. 54, s. 405

422 Paragraph 208(1)(a) of the English version of the Act is replaced by the following:

  • (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the company, an entity controlled by the company or an entity in which the company has a substantial investment;

Explanatory Note 544

423 Subsection 215(5) of the Act is replaced by the following:

  • Marginal note: Subrogation of director

    (5) When a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

    • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

    • (b) elsewhere in Canada, entitled to an assignment of the judgment.

Explanatory Note 545

424 Section 227 of the French version of the Act is replaced by the following:

  • Marginal note: Maintien des droits

    227 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Explanatory Note 546

425 Subsection 231(5) of the French version of the Act is replaced by the following:

  • Marginal note: Résiliation

    (5) Le conseil d’administration de l’une des sociétés ou personnes morales requérantes peut résilier la convention de fusion, si elle comporte une disposition à cet effet, avant la délivrance des lettres patentes de fusion, malgré son approbation par les actionnaires de toutes les sociétés ou personnes morales requérantes ou de certaines d’entre elles.

Explanatory Note 547

426 Subsection 233(1) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation de la convention par le ministre

    233 (1) Sous réserve du paragraphe (2), sauf s’il y a résiliation de la convention de fusion conformément au paragraphe 231(5), les requérants doivent, dans les trois mois suivant soit l’approbation de la convention prévue au paragraphe 231(4) soit l’approbation des conseils d’administration prévue à l’article 232, demander conjointement au ministre des lettres patentes fusionnant et prorogeant les requérants en une seule et même société.

Explanatory Note 548

Marginal note: 2001, c. 9, s. 510

427 Subsection 234.1(1) of the English version of the Act is replaced by the following:

  • Marginal note: Court enforcement

    234.1 (1) If a company or any director, any officer, any employee or any agent or mandatary of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

Explanatory Note 549

428 Paragraph 235(1)(d) of the French version of the Act is replaced by the following:

  • d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Explanatory Note 550

429 (1) Paragraph 241(2)(c) of the French version of the Act is replaced by the following:

  • c) dans le cas où la société vendeuse est une société de fiducie au sens du paragraphe 57(2), la demande est appuyée par une preuve établissant de manière satisfaisante que la société a conclu les ententes nécessaires pour effectuer le transfert, à une autre société de fiducie au sens du paragraphe 57(2), des fonds et autres éléments d’actif détenus en fiducie ou en fidéicommis par elle, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie.

Explanatory Note 551

(2) Subsection 241(5) of the French version of the Act is replaced by the following:

  • Marginal note: Agrément du ministre

    (5) Dans le cas d’une société de fiducie au sens du paragraphe 57(2), le ministre ne peut agréer la convention de vente que s’il est convaincu que la société a conclu des ententes satisfaisantes pour assurer la protection des personnes pour lesquelles elle a agi en qualité de représentant.

Explanatory Note 552

430 Paragraph 243(2)(c) of the French version of the Act is replaced by the following:

  • c) des livres concernant ses activités à titre de représentant;

Explanatory Note 553

431 (1) Subsection 245(5) of the English version of the Act is replaced by the following:

  • Marginal note: Supplemental lists

    (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

Explanatory Note 554

(2) The portion of subsection 245(6) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplemental lists to be furnished

    (6) A company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Explanatory Note 555

432 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Protection of records

    249 A company and its agents or mandataries must take reasonable precautions to

Explanatory Note 556

Marginal note: 2005, c. 54, s. 418

433 (1) Subsection 253(6) of the English version of the Act is replaced by the following:

  • Marginal note: Supplementary information

    (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent or mandatary to provide supplementary information setting out any changes made to the register.

Explanatory Note 557

Marginal note: 2005, c. 54, s. 418

(2) The portion of subsection 253(7) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: When supplementary information to be provided

    (7) A company or its agent or mandatary must provide the supplementary information within

Explanatory Note 558

434 Section 255 of the English version of the Act is replaced by the following:

  • Marginal note: Agent or mandatary

    255 A company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Explanatory Note 559

435 The portion of section 259 of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Destruction of certificates

    259 A company, its agent or mandatary or a trustee as defined in section 299 is not required to produce

Explanatory Note 560

Marginal note: 2005, c. 54, s. 419

436 Subsection 261(2) of the English version of the Act is replaced by the following:

  • Marginal note: Validity of unsealed documents

    (2) A document executed or, in Quebec, signed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

Explanatory Note 561

437 The definitions option d’achat and option de vente in subsection 270(1) of the French version of the Act are replaced by the following:

option d’achat

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. (call)

option de vente

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. (put)

Explanatory Note 562

Marginal note: 2005, c. 54, s. 422

438 Paragraph 276(5)(c) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

Explanatory Note 563

Marginal note: 2005, c. 54, s. 422

439 (1) Paragraph 282(18)(a) of the French version of the Act is replaced by the following:

  • a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 564

Marginal note: 2005, c. 54, s. 422

(2) Subsection 282(19) of the French version of the Act is replaced by the following:

  • (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question.

Explanatory Note 565

Marginal note: 2005, c. 54, s. 423(4)(E)

440 (1) Paragraph (c) of the definition associate of the offeror in subsection 288(1) of the Act is replaced by the following:

  • (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity,

Explanatory Note 566

Marginal note: 2005, c. 54, s. 423(6)(F)

(2) The portion of the definition offeror in subsection 288(1) of the English version of the Act before paragraph (a) is replaced by the following:

offeror

offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

Explanatory Note 567

Marginal note: 2005, c. 54, s. 431

441 Paragraph 295(a) of the French version of the Act is replaced by the following:

  • a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 291b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Explanatory Note 568

442 (1) Subsection 296(1) of the French version of the Act is replaced by the following:

  • Marginal note: Pouvoirs du tribunal

    296 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 294(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance.

Explanatory Note 569

(2) Paragraph 296(4)(b) of the French version of the Act is replaced by the following:

  • b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée;

Explanatory Note 570

443 The definition trust indenture in section 299 of the Act is replaced by the following:

trust indenture

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. (acte de fiducie)

Explanatory Note 571

444 Subparagraph 320(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired under section 457 or through a realization of security under section 458.

Explanatory Note 572

445 (1) Subsection 329(1) of the English version of the Act is replaced by the following:

Marginal note: Right to information

  • 329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents or mandataries of the company must, to the extent that they are reasonably able to do so,

    • (a) permit access to any records, assets and security held by the company or any entity in which the company has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

    • (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

Explanatory Note 573

(2) Paragraph 329(2)(a) of the English version of the Act is replaced by the following:

  • (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the company has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

Explanatory Note 574

446 Subsection 341(2) of the Act is replaced by the following:

  • Marginal note: Court approval to discontinue

    (2) An application made or an action brought or intervened in under subsection 339(1) or section 343 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Explanatory Note 575

447 Paragraph 350(4)(d) of the French version of the Act is replaced by the following:

  • d) si elle est une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

Explanatory Note 576

448 (1) The portion of section 354 of the English version of the Act before paragraph (b) is replaced by the following:

  • Marginal note: Powers of court

    354 If the court is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations and, in the case of a company that is a trust company pursuant to subsection 57(2), make satisfactory arrangements for the protection of persons in relation to whom it is acting in a fiduciary capacity, the court may make any order it thinks fit in connection with the company’s liquidation and dissolution including

    • (a) an order to liquidate;

Explanatory Note 577

Marginal note: 2005, c. 54, s. 442(F)

(2) Paragraph 354(b) of the French version of the Act is replaced by the following:

  • b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

(3) The portion of section 354 of the English version of the Act after paragraph (b) is replaced by the following:

  • (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;

  • (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

  • (e) an order determining the validity of any claims made against the company;

  • (f) an order, at any stage of the proceedings, restraining the directors and officers of the company from

    • (i) exercising any of their powers, or

    • (ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, except as permitted by the court;

  • (g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder

    • (i) to the company, or

    • (ii) for an obligation of the company;

  • (h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent;

  • (i) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company;

  • (j) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation;

  • (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on any terms that the court thinks fit and confirming any act of the liquidator;

  • (l) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property;

  • (m) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found;

  • (n) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator,

    • (i) an order staying the liquidation proceedings on any terms and conditions that the court thinks fit,

    • (ii) an order continuing or discontinuing the liquidation proceedings, or

    • (iii) an order to the liquidator to restore to the company all of its remaining property; and

  • (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company.

449 (1) Paragraphs 358(1)(d) and (e) of the French version of the Act are replaced by the following:

  • d) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

  • e) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société;

Explanatory Note 578

(2) Paragraph 358(2)(e) of the French version of the Act is replaced by the following:

  • e) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie;

Explanatory Note 579

(3) Paragraph 358(2)(f) of the English version of the Act is replaced by the following:

  • (f) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the company;

450 Subsection 362(3) of the Act is replaced by the following:

  • Marginal note: Notification of final accounts

    (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation.

Explanatory Note 580

451 Paragraph 368(4)(a) of the French version of the Act is replaced by the following:

  • a) de joindre comme partie à l’instance chaque ancien actionnaire ou fondateur retrouvé par le demandeur;

Explanatory Note 581

Marginal note: 2012, c. 19, s. 327

452 (1) The portion of the definition agent in section 374.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following:

agent

means

  • (a) in relation to Her Majesty in right of Canada or of a province, an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of Her Majesty in either of those rights, but does not include

    • (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person,

Explanatory Note 582

Marginal note: 2012, c. 19, s. 327

(2) The portion of the definition agent in section 374.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following:

  • (iii) the trustee of any trust for the administration of a fund to which Her Majesty in either of those rights contributes and of which an official or entity that is an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province is a trustee; and

(b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. (mandataire)

Marginal note: 2001, c. 9, s. 524

453 Paragraph 386(2)(a) of the French version of the Act is replaced by the following:

  • a) il y a eu disposition des actions ayant donné lieu à la contravention;

Explanatory Note 583

454 Section 405 of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

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

Explanatory Note 584

Marginal note: 2001, c. 9, s. 530(1)

455 Paragraphs 410(1)(a) and (b) of the Act are replaced by the following:

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

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

Explanatory Note 585

Marginal note: 2001, c. 9, s. 531

456 Paragraph 411(a) of the English version of the Act is replaced by the following:

  • (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 449(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or

Explanatory Note 586

457 Section 412 of the Act is replaced by the following:

  • Marginal note: Prohibited activities

    412 (1) It is prohibited for a company, other than a company that is a trust company pursuant to subsection 57(2), to act in Canada

    • (a) as an executor or administrator of an estate or liquidator of a succession;

    • (b) as a trustee for a trust;

    • (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

    • (d) in any capacity similar to the capacities mentioned in paragraph (c).

Explanatory Note 587

Marginal note: 2007, c. 6, s. 358

458 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following:

  • Marginal note: Deposits less than $150,000

    413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 588

Marginal note: 2007, c. 6, s. 358

(2) Subsection 413.2(3) of the English version of the Act is replaced by the following:

  • Marginal note: Regulations

    (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Explanatory Note 589

459 Subsection 414(3) of the French version of the Act is replaced by the following:

  • Marginal note: Exception

    (3) Par dérogation au paragraphe (1), la société peut garantir, selon les modalités convenues, le remboursement du principal ou le versement d’intérêts, ou les deux, à l’égard des fonds qui lui sont remis en fiducie ou en fidéicommis pour placement.

Explanatory Note 590

Marginal note: 2001, c. 9, s. 533

460 Section 417 of the Act is replaced by the following:

  • Marginal note: Restriction on leasing

    417 A company must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 449(1), is not permitted to engage.

Explanatory Note 591

Marginal note: 2007, c. 6, s. 359

461 (1) Subsection 418(1) of the Act is replaced by the following:

  • Marginal note: Restriction on mortgages or hypothecs

    418 (1) A company must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

Explanatory Note 592

(2) Paragraph 418(2)(a) of the Act is replaced by the following:

  • (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the company may make a loan is established;

Explanatory Note 593

Marginal note: 1997, c. 15, s. 377

(3) Paragraph 418(2)(d) of the Act is replaced by the following:

  • (d) a loan secured by a mortgage or hypothec if

    • (i) the mortgage or hypothec is taken back by the company on a property disposed of by the company, including when the disposition is by way of a realization of a security interest, and

    • (ii) the mortgage or hypothec secures payment of an amount payable to the company for the property.

462 Section 420 of the English version of the Act is replaced by the following:

  • Marginal note: Restriction on receivers or sequestrators

    420 A company must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the company.

Explanatory Note 594

463 (1) The heading before section 422 of the Act is replaced by the following:

  • Separate Accounts

Explanatory Note 595

(2) Subsection 422(2) of the English version of the Act is replaced by the following:

  • Marginal note: Common trust fund

    (2) Unless the instrument or act creating a trust otherwise provides, a company may invest money it holds in trust in one or more common trust funds.

Explanatory Note 596

Marginal note: 2001, c. 9, s. 536

464 Subsection 423(7) of the French version of the Act is replaced by the following:

  • Marginal note: Application du paragraphe (6)

    (7) Le paragraphe (6) s’applique que la fiducie soit expresse ou par effet de la loi et s’applique même si la société en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Explanatory Note 597

Marginal note: 1997, c. 15, s. 379

465 Subsection 435.1(1) of the Act is replaced by the following:

  • Marginal note: Rebate of borrowing costs

    435.1 (1) If a company makes a loan in respect of which the disclosure requirements of section 436 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Explanatory Note 598

Marginal note: 2012, c. 5, s. 172

466 Section 438.1 of the Act is replaced by the following:

  • Marginal note: Renewal statement

    438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Explanatory Note 599

467 Paragraph 443(3)(a) of the Act is replaced by the following:

  • (a) that is secured by a mortgage on real property or a hypothec on an immovable; or

Explanatory Note 600

468 Subsection 446(1) of the Act is replaced by the following:

  • Marginal note: Transmission in case of death

    446 (1) If the transmission of a debt owing by a company by reason of a deposit, of property held by a company as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the company of the following is sufficient justification and authority for giving effect to the transmission:

    • (a) an affidavit or declaration in writing that is in a form satisfactory to the company, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

    • (b) one of the following documents:

      • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters probate or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

      • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

Explanatory Note 601

Marginal note: 2001, c. 9, s. 549

469 (1) Paragraph 448(1)(c) of the Act is replaced by the following:

  • (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

Explanatory Note 602

Marginal note: 2001, c. 9, s. 549

(2) The definition enforcement notice in subsection 448(6) of the English version of the Act is replaced by the following:

enforcement notice

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. (avis d’exécution)

Explanatory Note 603

Marginal note: 2001, c. 9, s. 550

470 (1) The definition loan in subsection 449(1) of the Act is replaced by the following:

loan

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. (prêt ou emprunt)

Explanatory Note 604

Marginal note: 2008, c. 28, s. 163

(2) Subparagraph (a)(iv) of the definition commercial loan in subsection 449(1) of the Act is replaced by the following:

  • (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

    • (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or

    • (B) the real property or immovable is not residential property and

      • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and

      • (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

Explanatory Note 605

Marginal note: 2008, c. 28, s. 163

(3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 449(1) of the Act before subclause (B)(II) is replaced by the following:

  • (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

    • (A) the real property or immovable is residential property and

      • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and

      • (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent,

    • (B) the real property or immovable is not residential property and

      • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired,

Marginal note: 2008, c. 28, s. 163

(4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 449(1) of the Act is replaced by the following:

  • (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, or

Marginal note: 2001, c. 9, s. 550

(5) The portion of the definition financial leasing entity in subsection 449(1) of the Act before paragraph (b) is replaced by the following:

financial leasing entity

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

  • (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

Explanatory Note 606

Marginal note: 2008, c. 28, s. 163

(6) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 449(1) of the English version of the Act is replaced by the following:

  • (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

Explanatory Note 607

Marginal note: 2001, c. 9, s. 550

(7) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 449(1) of the French version of the Act is replaced by the following:

  • b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

Explanatory Note 608

Marginal note: 2001, c. 9, s. 550

(8) Paragraph (b) of the definition financial leasing entity in subsection 449(1) of the English version of the Act is replaced by the following:

  • (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

  • (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. (entité s’occupant de crédit-bail)

Explanatory Note 609

Marginal note: 2001, c. 9, s. 550

(9) Paragraph 449(3)(a) of the French version of the Act is replaced by the following:

  • a) à l’argent ou aux autres éléments d’actif détenus en fiducie ou en fidéicommis par la société, à l’exception des fonds en fiducie garantie et des éléments d’actif détenus à leur égard;

Explanatory Note 610

Marginal note: 2001, c. 9, s. 550

(10) Paragraph 449(3)(b) of the Act is replaced by the following:

  • (b) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 467(a) to be an interest in real property; or

Marginal note: 2001, c. 9, s. 550

471 (1) Paragraphs 453(3)(c) and (d) of the Act are replaced by the following:

  • (c) acting as an executor or administrator of an estate or liquidator of a succession;

  • (d) being a trustee for a trust;

  • (d.1) acting as a guardian, committee, tutor, curator or adviser of an incapable person;

  • (d.2) acting in any capacity similar to the capacities mentioned in paragraph (d.1);

Explanatory Note 611

Marginal note: 2012, c. 5, s. 179(1)

(2) The portion of subsection 453(3.1) of the French version of the Act before paragraph (a) is replaced by the following:

  • (3.1) Malgré l’alinéa (3)d), la société peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Explanatory Note 612

Marginal note: 2001, c. 9, s. 550

472 Section 464 of the Act and the heading before it are replaced by the following:

  • Interests in Real Property

    Marginal note: Limit

    464 A company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company.

Explanatory Note 613

Marginal note: 2001, c. 9, s. 550

473 Paragraph 466(b) of the Act is replaced by the following:

  • (b) make an improvement to real property or an immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property

Explanatory Note 614

Marginal note: 2007, c. 6, s. 374(2)

474 (1) Paragraph 470(2)(f) of the Act is replaced by the following:

  • (f) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or

Explanatory Note 615

Marginal note: 2007, c. 6, s. 374(2)

(2) Paragraph 470(2)(g) of the French version of the Act is replaced by the following:

  • g) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 482(4).

475 Paragraph 475(2)(a) of the French version of the Act is replaced by the following:

  • a) aux fonds ou autres éléments d’actif détenus en fiducie ou en fidéicommis, à l’exception des fonds en fiducie garantie ou éléments d’actif détenus à leur égard;

Explanatory Note 616

476 (1) Subsection 476(3) of the Act is replaced by the following:

  • Meaning of loan

    (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Explanatory Note 617

Marginal note: 2007, c. 6, s. 375

(2) Subsection 476(4) of the French version of the Act is replaced by the following:

  • Marginal note: Titre ou valeur mobilière d’un apparenté

    (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

477 Paragraph 479(b) of the English version of the Act is replaced by the following:

  • (b) the loan is a loan permitted by section 418 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Explanatory Note 618

478 (1) Subsection 482(3) of the Act is replaced by the following:

  • Marginal note: Asset transactions with financial institutions

    (3) Despite any of the provisions of subsections (1) and (2), a company may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the company that is a financial institution.

Explanatory Note 619

(2) Subsection 482(4) of the French version of the Act is replaced by the following:

  • Marginal note: Opérations dans le cadre d’une restructuration

    (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Marginal note: 2007, c. 6, s. 376

(3) Subsection 482(6) of the French version of the Act is replaced by the following:

  • Marginal note: Approbation

    (6) La société peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241.

Explanatory Note 620

479 Subsection 492(2) of the English version of the Act is replaced by the following:

  • Marginal note: Reliance on information

    (2) A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in any disclosure received by the company under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the company or the person for anything done or omitted in good faith in reliance on the information.

Explanatory Note 621

480 Paragraph 499(1)(a) of the French version of the Act is replaced by the following:

  • a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Explanatory Note 622

Marginal note: 1996, c. 6, s. 127

481 (1) Paragraph 510(1)(a) of the French version of the Act is replaced by the following:

  • a) prendre le contrôle pendant au plus seize jours de l’actif d’une société ainsi que de l’actif qu’elle détient en fiducie ou en fidéicommis ou qu’elle administre;

Explanatory Note 623

Marginal note: 1996, c. 6, s. 127

(2) Paragraph 510(1.1)(d) of the French version of the Act is replaced by the following:

  • d) dont un élément d’actif figurant dans ses livres, détenu en fiducie ou en fidéicommis ou qu’elle administre n’est pas, à son avis, correctement pris en compte;

Explanatory Note 624

Marginal note: 1996, c. 6, s. 129

482 Paragraph 515.1(a) of the French version of the Act is replaced by the following:

  • a) soit d’une société dont l’actif ainsi que l’actif qu’elle détient en fiducie ou en fidéicommis ou qu’elle administre sont sous son contrôle en vertu de l’alinéa 510(1)b);

Explanatory Note 625

Marginal note: 1996, c. 6, s. 129

483 Section 516 of the French version of the Act is replaced by the following:

  • Marginal note: Abandon du contrôle ou demande de mise en liquidation

    516 S’il n’a pris aucune des mesures prévues à l’article 515.1, le surintendant doit, douze jours après réception de la requête écrite du conseil d’administration demandant la fin du contrôle et présentée au plus tôt trente jours après la prise de contrôle de la société ou de son actif ainsi que de l’actif qu’elle détient en fiducie ou en fidécommis ou qu’elle administre, soit abandonner le contrôle, soit demander au procureur général du Canada de requérir, à l’endroit de la société, l’ordonnance de mise en liquidation prévue à l’article 10.1 de la Loi sur les liquidations et les restructurations.

Explanatory Note 626

Marginal note: 1999, c. 31, s. 220(F)

484 Paragraph 531(1)(g) of the French version of the Act is replaced by the following:

  • g) régir la protection et le maintien de l’actif de la société et de celui qu’elle détient en fiducie ou en fidéicommis, y compris en ce qui touche le cautionnement de ses administrateurs, dirigeants et employés;

Explanatory Note 627

Marginal note: 1997, c. 15, s. 410

485 Section 535 of the English version of the Act is replaced by the following:

  • Marginal note: Liability of officers, directors, etc.

    535 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary 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.

Explanatory Note 628

Marginal note: 2001, c. 9, s. 571

486 Section 537 of the English version of the Act is replaced by the following:

  • Marginal note: Compliance or restraining order

    537 (1) If a company or any director, any officer, any employee or any agent or mandatary 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, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the director, the officer, the employee or the agent or mandatary 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, any officer, any employee or any agent or mandatary 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, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the director, the officer, the employee or the agent or mandatary 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.

Explanatory Note 629

PART 2 - Amendments to Other Acts

1908, c. 57
An Act respecting the National Battlefields at Quebec

487 The third paragraph of the preamble to An Act respecting the National Battlefields at Quebec is replaced by the following:

  • Whereas it is anticipated that, in addition to the appropriation of public moneys of Canada hereby authorized, the various provincial governments, as well as municipalities or other bodies, and many private individuals, will contribute generously to the aforesaid project;

Explanatory Note 630

488 Section 5 of the Act is replaced by the following:

  • Marginal note: Powers as to battlefields

    5 The commission may purchase, acquire and hold the lands or immovables in the city of Quebec, or in the vicinity thereof, where the great battles were fought, or which were occupied by the various commands of the respective armies upon the battlefields.

Explanatory Note 631

Marginal note: 1910, c. 41, s. 1

489 (1) Subsection 6(1) of the Act is replaced by the following:

  • Marginal note: Expropriation R.S., c. 143

    6 If the purchase of any land or immovable, or of any right therein, is authorized under the provisions of this Act, and the commission is unable to agree with the owner as to the purchase, acquisition or transfer thereof, or the price to be paid therefor, or if a person who holds a right therein is incapable of disposing thereof, or if for any other reason the commission deems it advisable to proceed compulsorily, proceedings may be taken under The Expropriation Act for the acquisition of the said land, immovable, or right therein and for the vesting of the title thereof in the commission; and in any such case, except as herein otherwise provided, all the provisions of The Expropriation Act shall, unless there is something repugnant in the subject or context, apply, mutatis mutandis, to such lands or immovables and to the acquisition thereof and to the determination of the compensation and damages.

Explanatory Note 632

Marginal note: 1910, c. 41, s. 1; 1970, c. 10 (2nd supp.), s. 64(2)

(2) Subsection 6(3) of the English version of the Act is replaced by the following:

  • Marginal note: Information in Federal Court Proviso as to damages

    3 In any case in which land or an immovable is acquired, taken or injuriously affected under the authority of this Act, the Attorney General of Canada may cause an information in the name of His Majesty, upon the relation of the commission, to be exhibited in the Federal Court of Canada, and the provisions of The Expropriation Act shall, unless there is something repugnant in the subject or context, apply to such information and the proceedings thereunder in the same manner, mutatis mutandis, as they apply to the like informations and proceedings on behalf of His Majesty under the said Act: Provided that His Majesty shall not in any case be liable for any compensation, damages, costs or charges incurred in such proceedings, but the relators shall be subject to the payment of such compensation, damages, costs or charges as may be adjudged by the court.

Explanatory Note 633

490 Paragraph 7(a) of the Act is replaced by the following:

  • Marginal note: Expenditure of moneys

    (a) receive and expend any moneys, whether appropriated by Parliament or the legislatures or contributed by any municipality or other body or private individual, for the purposes authorized by this Act;

Explanatory Note 634

491 Section 9 of the Act is replaced by the following:

  • Marginal note: Appropriation of public lands

    9 The Governor in Council is authorized to appropriate for the purposes of the commission all the lands or immovables now vested in His Majesty for the military or other public purposes of Canada and forming part of the aforesaid battlefields.

Explanatory Note 635

Marginal note: 1984, c. 31, s. 14

492 Paragraph 9.1(c) of the Act is replaced by the following:

  • (c) all money received by the Commission from the sale of any property acquired by the Commission by gift, bequest or otherwise, and

Explanatory Note 636

Marginal note: 1914, c. 46, s. 3

493 Section 10 of the Act is replaced by the following:

  • Marginal note: Approval of Parliament

    10 No lands or immovables shall be purchased or acquired by the Commission except with the previous approval of Parliament.

Explanatory Note 637

1911, c. 5
An Act respecting the National Battlefields at Quebec

Marginal note: 1925, c. 47, s. 2

494 Section 2 of the English version of An Act respecting the National Battlefields at Quebec is replaced by the following:

  • Marginal note: As to rents, dues, etc.

    2 The National Battlefields Commission may, subject to the approval of the Governor in Council, pay or redeem all rents, ground rents or other dues affecting all or any immovables heretofore or hereafter purchased, acquired or held by it or gratuitously ceded and transferred to it for the purposes of the National Battlefields at Quebec.

Explanatory Note 638

1914, c. 46
The National Battlefields at Quebec Act, 1914

495 Paragraph 4(a) of the The National Battlefields at Quebec Act, 1914 is replaced by the following:

  • (a) the direction, conduct and management of the Commission and its movables and immovables;

Explanatory Note 639

R.S., c. A-1
Access to Information Act

496 Subparagraph 18(d)(vi) of the Access to Information Act is replaced by the following:

  • (vi) a contemplated sale, acquisition or lease of land or property.

Explanatory Note 640

497 Section 23 of the Act is replaced by the following:

  • Marginal note: Privileged information: solicitors, advocates and notaries

    23 The head of a government institution may refuse to disclose any record requested under this Act that contains information that is subject to solicitor-client privilege or professional secrecy of advocates and notaries or to litigation privilege.

Explanatory Note 641

498 (1) The portion of subsection 66(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Defamation

    (2) No action lies in defamation with respect to

Explanatory Note 642

(2) Paragraphs 66(2)(a) and (b) of the English version of the Act are replaced by the following:

  • (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Information Commissioner under this Act; and

  • (b) any report made in good faith by the Information Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast.

R.S., c. A-17
Auditor General Act

499 Subsection 13(3) of the French version of the Auditor General Act is replaced by the following:

  • Marginal note: Serment

    (3) Le vérificateur général doit exiger de tout employé de son bureau chargé, en vertu de la présente loi, d’examiner les comptes d’un ministère ou d’une société d’État, qu’il observe les normes de sécurité applicables aux employés du ministère ou de la société et qu’il prête le serment de secret auquel ceux-ci sont astreints.

Explanatory Note 643

500 Subsection 14(2) of the English version of the Act is replaced by the following:

  • Marginal note: Auditor General may request information

    (2) The Auditor General may request a Crown corporation to obtain and furnish him or her with any information and explanations from its present or former directors, officers, employees, agents or mandataries and auditors or those of any of its subsidiaries that are, in his or her opinion, necessary to enable him or her to fulfil his or her responsibilities as the auditor of the accounts of Canada.

Explanatory Note 644

R.S., c. C-5
Canada Evidence Act

501 Section 27 of the Canada Evidence Act is replaced by the following:

Marginal note: Notarial acts in Quebec

27 Any document purporting to be a copy of a notarial act made, filed or registered in Quebec, and to be certified by a notary or clerk to be a true copy of the original in his or her possession as a notary or clerk, shall be admitted in evidence instead of the original and has the same force and effect as the original would have if produced and proved, but it may be proved in rebuttal that there is no original, that the copy is not a true copy of the original in some material particular or that the original is not a document of any nature that may, by the law of Quebec, be taken before a notary or be filed, enrolled or registered by a notary in that province.

Explanatory Note 645

502 Subsection 31(4) of the Act is replaced by the following:

  • Marginal note: Notarial copy or certified true copy

    (4) Unless the court otherwise orders, a notarial copy, or, in Quebec, a certified true copy, of an affidavit under subsection (3) is admissible in evidence instead of the original affidavit.

Explanatory Note 646

Marginal note: 2001, c. 41, s. 43

503 Paragraph 38.01(6)(a) of the English version of the Act is replaced by the following:

  • (a) the information is disclosed by a person to their counsel in connection with a proceeding, if the information is relevant to that proceeding;

Explanatory Note 647

R.S., c. C-15
Canadian Dairy Commission Act

504 (1) The portion of subsection 20(1) of the English version of the Canadian Dairy Commission Act before paragraph (a) is replaced by the following:

  • Marginal note: Contravention of Act or regulations

    20 (1) Every person who, or whose employee or agent or mandatary, contravenes or fails to comply with any provision of this Act or any regulation made under this Act is guilty of an offence and liable

Explanatory Note 648

Marginal note: 1995, c. 23, s. 8

(2) Subsections 20(2) to (4) of the English version of the Act are replaced by the following:

  • Marginal note: Proof of offence

    (2) In a prosecution for an offence under this section it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified.

  • Marginal note: Defence

    (3) If it is established in any prosecution for an offence under this section that the offence was committed by an employee or an agent or mandatary of the accused, it is a defence for the accused that he or she exercised all due diligence to prevent the commission of the offence.

  • Marginal note: Injunction

    (4) The Commission may, with the approval of the Attorney General of Canada, seek injunctive relief in any court of competent jurisdiction, if the Commission believes on reasonable grounds that a person or their employee or agent or mandatary has failed to comply with any provision of this Act or the regulations.

Explanatory Note 649

R.S., c. C-16; 2002, c. 17, s. 6
Telefilm Canada Act

Marginal note: 2005, c. 14, s. 4

505 Subsection 10(2) of the French version of the Telefilm Canada Act is replaced by the following:

  • Marginal note: Attributions générales

    (2) Dans l’exécution de sa mission, la Société a la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.

Explanatory Note 650

R.S., c. C-22
Canadian Radio-television and Telecommunications Commission Act

506 (1) The portion of paragraph 5(1)(b) of the Canadian Radio-television and Telecommunications Commission Act before subparagraph (i) is replaced by the following:

  • (b) has any pecuniary or other interest in

Explanatory Note 651

(2) Subsection 5(2) of the French version of the Act is replaced by the following:

  • Marginal note: Disposition

    (2) Les conseillers sont tenus de se départir entièrement, dans les trois mois qui suivent leur transmission, des intérêts interdits par le paragraphe (1) qui leur sont dévolus, à titre personnel, par testament ou succession.

Explanatory Note 652

R.S., c. C-51
Cultural Property Export and Import Act

507 The definition public authority in section 2 of the English version of the Cultural Property Export and Import Act is replaced by the following:

public authority

public authority means Her Majesty in right of Canada or a province, an agent of Her Majesty in right of Canada, an agent or mandatary of Her Majesty in right of a province, a municipality in Canada, a municipal or public body performing a function of government in Canada or a corporation performing a function or duty on behalf of Her Majesty in right of Canada or a province; (administration)

Explanatory Note 653

508 Subsection 6(2) of the English version of the Act is replaced by the following:

  • Marginal note: Remuneration

    (2) An expert examiner that is not an agent of Her Majesty in right of Canada or an agent or mandatary of Her Majesty in right of a province or is not an employee of, or an employee of an agent of, Her Majesty in right of Canada or an employee of, or an employee of an agent or mandatary of, Her Majesty in right of a province shall be paid the remuneration for services performed under this Act that may be approved by the Treasury Board.

Explanatory Note 654

509 Subsection 19(1) of the English version of the Act is replaced by the following:

  • Marginal note: Remuneration

    19 (1) Each member of the Review Board who is not an employee of, or an employee of an agent of, Her Majesty in right of Canada or an employee of, or an employee of an agent or mandatary of, Her Majesty in right of a province, shall be paid the salary or other amount by way of remuneration that may be fixed by the Governor in Council.

Explanatory Note 655

Marginal note: 1995, c. 38, s. 1

510 Paragraph 32(5)(a) of the English version of the Act is replaced by the following:

  • (a) shall, on request in writing by the person who has disposed of, or who proposes to dispose of, the object to a designated institution or public authority or by an agent or mandatary of that person appointed for that purpose, made within 12 months after the day on which notice was given under that subsection, redetermine the fair market value of the object; and

Explanatory Note 656

511 Section 35 of the French version of the Act is replaced by the following:

  • Marginal note: Subventions et prêts

    35 Le ministre peut, sur les crédits affectés à ces fins par le Parlement, accorder des subventions et des prêts à des établissements et à des administrations situés au Canada en vue de l’achat soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger.

Explanatory Note 657

512 (1) Paragraph 36(2)(a) of the French version of the Act is replaced by the following:

  • a) de tous les fonds que Sa Majesté a reçus par voie de donation, de legs ou autrement aux fins d’octroyer à des établissements ou à des administrations situés au Canada des subventions destinées à l’achat soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger;

Explanatory Note 658

(2) Subsection 36(3) of the French version of the Act is replaced by the following:

  • Marginal note: Débit

    (3) Ce compte est débité des sommes que le ministre peut, autrement qu’en vertu de l’article 35, consacrer à des subventions en faveur d’établissements ou d’administrations situés au Canada en vue de l’achat soit d’objets pour lesquels une licence d’exportation a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger.

Explanatory Note 659

513 Section 46 of the English version of the Act is replaced by the following:

  • Marginal note: Officers, etc., of corporations

    46 If a corporation commits an offence under this Act, any officer, any director or any agent or mandatary of the corporation 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 is liable on summary conviction or on conviction on indictment to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

Explanatory Note 660

R.S., c. D-4
Dry Docks Subsidies Act

514 Subsection 4(1) of the Dry Docks Subsidies Act is replaced by the following:

  • Marginal note: Existing dry dock company

    4 (1) For the purpose of constructing a dry dock under this Act, the company entering into the agreement contemplated by section 3 may utilize, or acquire or lease for the purpose of utilizing, the works and property of any existing dry dock company whose dock has been constructed under An Act to encourage the construction of Dry Docks by granting assistance on certain conditions to companies constructing them, chapter 17 of the Statutes of Canada, 1882, An Act to encourage the construction of Dry Docks, chapter 9 of the Statutes of Canada, 1899, An Act to encourage the Construction of Dry Docks, chapter 116 of the Revised Statutes of Canada, 1906, or An Act to encourage the Construction of Dry Docks, chapter 24 of the Statutes of Canada, 1908, and the value of the works and property at the time when the agreement is entered into, in so far as the works and property may be useful in the construction of a dry dock of greater dimensions or capacity under this Act, shall be deemed to be for the purposes of subsidy calculation a part of the cost of the dry dock constructed under this Act.

Explanatory Note 661

Marginal note: 1996, c. 16, s. 37

515 Section 5 of the Act is replaced by the following:

  • Marginal note: Plans, specifications and estimates

    5 Any company that seeks to enter into an agreement with Her Majesty to construct a dry dock under this Act shall, as part of its application to construct a dry dock, present detailed working plans and specifications of the proposed works, accompanied by estimates of the cost, including estimates of the cost of all necessary equipment, machinery, plant and site, if the company is obliged to pay for the site in cash and does not obtain or has not obtained a site by way of bonus, gift or legacy, and the estimates of cost shall be in such detail as will enable the Minister to verify them for the purposes of the recommendation made by the Minister under section 8.

Explanatory Note 662

Marginal note: 1996, c. 10, s. 215

516 (1) Subsection 6(1) of the Act is replaced by the following:

  • Marginal note: Expropriation of lands

    6 (1) If a company that has entered into an agreement with Her Majesty to construct a dry dock under this Act is unable to agree with the owner of any land or interest or right in land, or other real property or interest in real property, or other immovable or right in an immovable, as to its purchase, acquisition, lease or transfer, or the price to be paid for it, and the company considers that it is necessary for a site for the dry dock, the company may, with the approval of the Governor in Council and in accordance with the Expropriation Act, expropriate the land, real property or immovable, or interest or right.

Explanatory Note 663

Marginal note: 2011, c. 21, s. 162

(2) Subsection 6(3) of the Act is replaced by the following:

  • Marginal note: Expropriation Act

    (3) Land, or an interest or right in land, or real property or an immovable the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company.

Explanatory Note 664

Marginal note: 1996, c. 10, s. 215

(3) Subsection 6(6) of the French version of the Act is replaced by the following:

  • Marginal note: Garantie

    (6) Le ministre peut exiger que la compagnie fournisse une garantie, selon le montant et les autres modalités qu’il détermine, pour le paiement des frais payables en application du présent article.

Explanatory Note 665

Marginal note: 1996, c. 16, s. 38

517 Section 8 of the Act is replaced by the following:

  • Marginal note: Basis of subsidy

    8 The cost on which the subsidy shall be calculated shall be fixed and determined by the Governor in Council, on the recommendation of the Minister, and the cost shall include the cost of all necessary equipment, machinery and plant, and any sum in good faith expended or to be expended by the company in the purchase of a site for the dry dock, but shall not include the value of any site received or to be received by the company by way of bonus, gift or legacy, and the amount of the subsidy shall be so fixed and determined before the agreement for payment of the subsidy is entered into.

Explanatory Note 666

518 Subsection 9(2) of the Act is replaced by the following:

  • Marginal note: Issue of bonds

    (2) Bonds, debentures or other securities shall not be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens or legal hypothecs, charges or encumbrances or claims on or in respect of the dock, but the Minister may subsequently permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee.

Explanatory Note 667

519 Subsection 10(2) of the Act is replaced by the following:

  • Marginal note: Issue of bonds

    (2) Bonds, debentures or other securities shall not be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one-half million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens or legal hypothecs, charges or encumbrances or claims on or in respect of the dock, but the Minister may subsequently permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee.

Explanatory Note 668

520 Section 16 of the Act is replaced by the following:

  • Marginal note: Operation by Government

    16 The Minister shall operate the dry dock after repairs are completed and while it is in the possession of Her Majesty, and shall charge and collect the tolls or rates approved under this Act in respect of the lease, operation or use of the dock or of space in the dock, or of any works connected with it, and the Minister shall, after payment out of the tolls or rates of operating expenses and maintenance, apply the balance first in repayment of the advances made under section 15, and secondly in payment of accrued interest on bonds or other fixed obligations or securities of the company.

Explanatory Note 669

521 Subsection 18(1) of the Act is replaced by the following:

  • Marginal note: Tolls and regulations

    18 (1) Tolls or rates shall not be charged or taken by the company in respect of the lease, operation or use of the dock or of space in the dock, or of any works connected with it, until the company has submitted a tariff of tolls or rates and the tariff has been approved by the Governor in Council, and no by-laws, rules, regulations or conditions respecting the lease, operation or use shall have any force or effect until so submitted and approved.

Explanatory Note 670

R.S., c. E-13
Escheats Act

522 The long title of the Escheats Act is replaced by the following:

  • An Act respecting escheats or property without an owner

Explanatory Note 671

523 Sections 1 and 2 of the Act are replaced by the following:

  • Marginal note: Short title

    1 This Act may be cited as the Escheats or Property Without an Owner Act.

  • Marginal note: Take possession of property

    2 If Her Majesty the Queen in right of Canada is entitled to any land or other property by reason of the person last seised or entitled to that property having died intestate and without lawful heirs or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, the Attorney General of Canada may cause possession of that property to be taken in the name of Her Majesty, or if possession is withheld, may commence a proceeding in the Federal Court for the recovery of it.

Explanatory Note 672

524 The portion of section 3 of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Transfer, grant or concession

    3 The Governor in Council may make a transfer, grant or concession of any property that is now the property of Her Majesty or that may become so under section 2, or any part of, or any interest or right in, that property,

Explanatory Note 673

525 Section 4 of the Act is replaced by the following:

  • Marginal note: Recovery of possession

    4 Any transfer, grant or concession under section 3 may be made without actual entry or taking possession of the property and, if possession is withheld, the person to whom the transfer, grant or concession is made may institute proceedings for the recovery of the property in any court of competent jurisdiction.

Explanatory Note 674

526 Paragraph 5(a) of the Act is replaced by the following:

  • (a) the whole or any part of any property that, by reason of the person last seised of or entitled to that property having died intestate and without heirs, or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, has been judicially declared vested in Her Majesty in right of Canada, or of which the Attorney General of Canada has caused possession to be taken on behalf of Her Majesty, or that has otherwise come into the possession of Her Majesty as escheat or bona vacantia, or in Quebec as property without an owner, or

Explanatory Note 675

R.S., c. F-4; 1993, c. 3, s. 2
Farm Products Agencies Act

Marginal note: 2001, c. 4, s. 82; 2004, c. 25, s. 140(1)(F)

527 Paragraph 22(1)(h) of the Farm Products Agencies Act is replaced by the following:

  • (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable;

Explanatory Note 676

Marginal note: 2001, c. 4, s. 83; 2004, c. 25, s. 142(1)(F)

528 Paragraph 42(1)(h) of the Act is replaced by the following:

  • (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable;

Explanatory Note 677

R.S., c. F-11
Financial Administration Act

529 Paragraph 9(3)(b) of the English version of the Financial Administration Act is replaced by the following:

  • (b) to set off or compensate a debt due to Her Majesty in right of Canada or a province against any sum of money that may be due or payable by Her Majesty in right of Canada.

Explanatory Note 678

530 Subsection 20(1) of the Act is replaced by the following:

  • Marginal note: Money received as security

    20 (1) When money is received by a public officer from any person to ensure the doing of any act or thing, the public officer shall hold or dispose of the money in accordance with regulations of the Treasury Board.

Explanatory Note 679

531 Subsection 29(1) of the Act is replaced by the following:

  • Marginal note: Payment of guarantee or suretyship

    29 (1) When a guarantee or suretyship has been given under the authority of Parliament by or on behalf of Her Majesty for the payment of any debt or obligation, any amount required to be paid by the terms of the guarantee or suretyship may, subject to the Act authorizing the guarantee or suretyship, be paid out of the Consolidated Revenue Fund.

Explanatory Note 680

532 Subsection 38(2) of the Act is replaced by the following:

  • Marginal note: Recovery

    (2) Any accountable advance or any portion of it that is not repaid, accounted for or recovered in accordance with the regulations may be recovered out of any moneys payable by Her Majesty to the person to whom the advance was made or, if the person is deceased, out of any moneys payable by Her Majesty to the estate or succession of that person.

Explanatory Note 681

Marginal note: 2006, c. 9, s. 311(F)

533 Paragraph 41(1)(b) of the French version of the Act is replaced by the following:

  • b) prendre par règlement des mesures touchant les sûretés à fournir à Sa Majesté et au nom de celle-ci en garantie de la bonne exécution des contrats.

Explanatory Note 682

Marginal note: 2006, c. 9, s. 312

534 The definition funding agreement in subsection 42(4) of the English version of the Act is replaced by the following:

funding agreement

funding agreement, in respect of a recipient, means an agreement in writing under which the recipient receives a grant, contribution or other funding from Her Majesty in right of Canada or a Crown corporation, either directly or through an agent of Her Majesty, including by way of loan, but excludes contracts for the performance of work, the supply of goods or the rendering of services. (accord de financement)

Explanatory Note 683

Marginal note: 1999, c. 26, s. 22

535 Paragraph 46(b) of the Act is replaced by the following:

  • (b) create a security on, or right or interest in, securities of Canada or any other securities held by the Minister.

Explanatory Note 684

536 Section 59 of the Act is replaced by the following:

  • Marginal note: Not bound to execute trusts

    59 Her Majesty and a fiscal agent or registrar acting as such are not bound to see to the execution of any trust to which any securities are subject.

Explanatory Note 685

Marginal note: 1999, c. 31, s. 113(F)

537 The definition Crown debt in section 66 of the Act is replaced by the following:

Crown debt

Crown debt means any existing or future debt due or becoming due by the Crown, and any other chose in action or incorporeal property in respect of which there is a right of recovery enforceable by action against the Crown; (créance sur Sa Majesté)

Explanatory Note 686

538 Section 67 of the Act is amended by striking out “and” at the end of paragraph (a), by adding “and” at the end of paragraph (b) and by adding the following after paragraph (b):

  • (c) a Crown debt that is assignable under subsection 68(1) is not to be charged with a hypothec on a claim within the meaning of the civil law of Quebec.

Explanatory Note 687

Marginal note: 1991, c. 24, s. 49 (Sch. 1, item 2)(E)

539 (1) Paragraphs 68(2)(a) to (c) of the Act are replaced by the following:

  • (a) elsewhere than in Quebec,

    • (i) it is absolute, in writing and signed by the assignor,

    • (ii) it does not purport to be by way of charge only, and

    • (iii) notice of the assignment has been given to the Crown as provided in section 69; or

  • (b) in Quebec,

    • (i) it is irrevocable and applies to the entire Crown debt,

    • (ii) it is in writing and signed by the assignor, and

    • (iii) notice of the assignment has been given to the Crown as provided in section 69.

Explanatory Note 688

(2) The portion of subsection 68(3) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Effect of assignment

    (3) The assignment referred to in subsections (1) and (2) is effectual in law, subject to all equities or, in Quebec, rights that would have been entitled to priority over the right of the assignee if this section had not been enacted, to pass and transfer, from the date service on the Crown of notice of the assignment is effected,

Explanatory Note 689

540 Subsection 69(1) of the English version of the Act is replaced by the following:

  • Marginal note: Notice of assignment

    69 (1) The notice referred to in subsection 68(2) is to be given to the Crown by serving on or sending by registered mail to the Receiver General or a paying officer, in prescribed form, notice of the assignment, together with a copy of the assignment and any other prescribed documents completed in the prescribed manner.

Explanatory Note 690

Marginal note: 1991, c. 24, s. 50, Sch. II, s. 15(F)

541 The definition payment bond in section 72 of the Act is replaced by the following:

payment bond

payment bond means a bond or suretyship held by the Crown as security for the payment of certain classes of persons who perform labour or services or supply material in connection with a contract between the Crown and a contractor. (cautionnement)

Explanatory Note 691

542 Section 82 of the English version of the Act is replaced by the following:

  • Marginal note: Books, etc., property of Her Majesty

    82 All books, papers, accounts and documents kept or used by, or received or taken into the possession of, any officer or person who is or has been employed in the collection or management of the revenue or in accounting for the revenue, by virtue of that employment, belong to Her Majesty, and all money or valuable securities received or taken into the possession of that officer or person by virtue of his or her employment are money and valuable securities belonging to Her Majesty.

Explanatory Note 692

543 The definition action in subsection 83(1) of the French version of the Act is replaced by the following:

share

Y sont assimilés les droits des membres et les titres de participation détenus dans une personne morale. (share)

Explanatory Note 693

544 (1) Subsections 90(2) and (3) of the Act are replaced by the following:

  • Marginal note: Transactions requiring Parliamentary authorization

    (2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of or lease all or substantially all of the assets of the corporation.

  • Marginal note: Transactions requiring Parliamentary authorization

    (3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of or lease, any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of or leased constitute all or substantially all of the total assets of the group.

Explanatory Note 694

(2) The portion of paragraph 90(5)(a) of the Act before subparagraph (i) is replaced by the following:

  • (a) a reference to an acquisition, a sale or other disposal or a lease, includes an acquisition, a sale or other disposal or a lease,

Explanatory Note 695

545 (1) Paragraph 91(1)(c) of the Act is replaced by the following:

  • (c) acquire or lease all or substantially all of the assets of another corporation;

Explanatory Note 696

Marginal note: 1991, c. 24, s. 25(2)

(2) Subsection 91(2) of the Act is replaced by the following:

  • Marginal note: Transactions requiring Governor in Council authorization

    (2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of or lease, any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of or leased constitute all or substantially all of the total assets of the group used in that major business or activity.

Explanatory Note 697

(3) Paragraph 91(3)(b) of the Act is replaced by the following:

  • (b) sell or otherwise dispose of or lease all or substantially all of the assets of the subsidiary.

Explanatory Note 698

546 The portion of subsection 92(1) of the Act before subparagraph (c)(i) is replaced by the following:

  • Marginal note: Exceptions

    92 (1) Sections 90 and 91 do not apply in respect of

    • (a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only, or the lease of those assets;

    • (b) the acquisition, the sale or other disposal of shares or assets or the lease of assets in the ordinary course of a business of providing financial assistance;

    • (c) the acquisition, the sale or other disposal of shares or assets or the lease of assets, if the acquisition, sale or disposal or lease involves only

Explanatory Note 699

547 (1) Paragraph 94(2)(a) of the French version of the Act is replaced by the following:

  • a) la dissolution ou autre forme de disposition d’une filiale à cent pour cent constituée contrairement à l’article 91;

Explanatory Note 700

(2) Paragraph 94(2)(d) of the Act is replaced by the following:

  • (d) any assets acquired or leased contrary to section 91 be sold or otherwise disposed of or leased,

Marginal note: 2009, c. 2, s. 370(1)

548 (1) The portion of subsection 99(2) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Cession

    (2) Sous réserve des articles 90, 91 et 130, ainsi que des autres dispositions du présent article, une société mandataire ne peut vendre ou, d’une façon générale, disposer de biens qu’elle détient, les louer ou les conserver et utiliser le produit de la disposition ou de la location que dans les cas suivants :

Explanatory Note 701

Marginal note: 2009, c. 2, s. 370(2)

(2) The portion of subsection 99(3) of the French version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Exception

    (3) Le paragraphe (2) ne s’applique pas à la vente ou à une autre forme de disposition ou à la location de biens par une société mandataire constituée par une loi fédérale si, selon le cas :

Explanatory Note 702

Marginal note: 2009, c. 2, s. 370(4)

(3) Paragraphs 99(4)(a) and (b) of the French version of the Act are replaced by the following:

  • a) prévoir les conditions auxquelles une société mandataire peut louer ou vendre des biens ou en disposer de quelque façon;

  • b) prévoir les circonstances dans lesquelles une société mandataire peut conserver et utiliser, en tout ou en partie, le produit d’une disposition ou d’une location;

Explanatory Note 703

Marginal note: 2009, c. 2, s. 370(5)

(4) Subsection 99(5) of the French version of the Act is replaced by the following:

  • Marginal note: Conditions

    (5) Le gouverneur en conseil peut assortir le décret visé au paragraphe (2) des conditions qu’il estime indiquées, notamment en ce qui concerne la conservation et l’utilisation de tout ou partie du produit de la disposition ou de la location.

Explanatory Note 704

549 (1) Paragraphs 102(1)(b) and (c) of the English version of the Act are replaced by the following:

  • (b) a person held out by the corporation as a director, an officer or an agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, an officer or an agent or mandatary, or

  • (c) a document issued by a director, an officer or an agent or mandatary of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer, agent or mandatary lacked actual authority to issue the document,

Explanatory Note 705

(2) Subsection 102(4) of the French version of the Act is replaced by the following:

  • Marginal note: Nullité

    (4) Les actes accomplis par les sociétés d’État, même les transferts de biens, ne sont pas nuls du seul fait qu’elles n’en avaient pas la capacité.

Explanatory Note 706

550 Paragraph 116(5)(b) of the English version of the Act is replaced by the following:

  • (b) one relating primarily to his or her remuneration or benefits as a director, an officer, an employee, or an agent or mandatary of the Crown corporation or a subsidiary of the Crown corporation;

Explanatory Note 707

551 Section 117 of the English version of the Act is replaced by the following:

  • Marginal note: Avoidance standards

    117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he or she has a material interest, is not void, voidable or, in Quebec, null or annullable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his or her interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved.

Explanatory Note 708

Marginal note: 2009, c. 2, s. 373(1)

552 (1) The portion of subsection 119(1) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Obligation to indemnify

    119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs, assigns or successors, and legal representatives or liquidators of a succession, against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she

Explanatory Note 709

Marginal note: 2009, c. 2, s. 373(3)

(2) The portion of subsection 119(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Entitlement to indemnification

    (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs, assigns or successors, and legal representatives or liquidators of a succession are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she

Explanatory Note 710

Marginal note: 2005, c. 30, s. 37

553 (1) Subparagraph 135(2)(b)(ii) of the Act is replaced by the following:

  • (ii) beneficially owns or controls, directly or indirectly through a trustee, a legal representative or, in Quebec, a representative, an agent or mandatary, or another person acting as an intermediary, a material interest in the shares or debt of the Crown corporation or any of its affiliates, or

Explanatory Note 711

Marginal note: 2005, c. 30, s. 37

(2) Subparagraph 135(2)(b)(iii) of the English version of the Act is replaced by the following:

  • (iii) has been a receiver or sequestrator, a receiver-manager, a liquidator or a trustee in bankruptcy of the Crown corporation or any of its affiliates within two years after the person’s proposed appointment as auditor of the corporation.

554 (1) The portion of subsection 144(1) of the English version of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Right to information

    144 (1) On the demand of the auditor or examiner of a Crown corporation, a present or former director, officer, employee, or agent or mandatary of the corporation shall furnish any

Explanatory Note 712

(2) The portion of subsection 144(1) of the English version of the Act after paragraph (b) is replaced by the following:

  • as the auditor or examiner considers necessary to enable him or her to prepare any report as required by this Division and that the director, officer, employee, or agent or mandatary are reasonably able to furnish.

(3) Paragraph 144(2)(a) of the English version of the Act is replaced by the following:

  • (a) obtain from a present or former director, officer, employee, or agent or mandatary of any subsidiary of the corporation any information and explanations that the auditor or examiner considers necessary to enable him or her to prepare any report as required by this Division and that the present or former director, officer, employee, or agent or mandatary are reasonably able to furnish; and

Explanatory Note 713

555 (1) The portion of subsection 155(1) of the Act after paragraph (b) is replaced by the following:

  • the appropriate Minister responsible for the recovery or collection of the amount of the indebtedness may authorize the retention of the amount of the indebtedness by way of deduction from, or set-off or compensation against, any sum of money that may be due or payable by Her Majesty in right of Canada to the person or the estate or succession of that person.

Explanatory Note 714

(2) The portion of subsection 155(2) of the English version of the Act after paragraph (b) is replaced by the following:

  • the Minister may require the retention of the amount of the indebtedness by way of deduction from, or set-off or compensation against, any sum of money that may be due and payable by Her Majesty in right of Canada to that person, and the amount so deducted, less the portion that in the opinion of the Minister is proportionate to the contribution in respect of it made by Canada, may be paid to the province out of the Consolidated Revenue Fund.

Explanatory Note 715

Marginal note: 1991, c. 24, s. 46

556 (1) Subsections 156(1) and (2) of the Act are replaced by the following:

  • Marginal note: Acceptance and release of security

    156 (1) The appropriate Minister responsible for the recovery or collection of a debt or obligation due or payable to Her Majesty or a claim by Her Majesty may accept any security in respect of the debt, obligation or claim and may realize on the security, assign or sell Her Majesty’s interest or right in it or discharge, release or otherwise dispose of the security or Her Majesty’s interest or right in it.

  • Marginal note: Partial disposition

    (2) The power to dispose of any security or Her Majesty’s interest or right in any security under this section may be exercised with respect to any part of the security or the interest or right.

Explanatory Note 716

Marginal note: 1991, c. 24, s. 46

(2) The portion of subsection 156(3) of the Act before paragraph (a) is replaced by the following:

  • Marginal note: Regulations

    (3) The Treasury Board may make regulations respecting the acceptance and disposition of security or Her Majesty’s interest or right in security under subsection (1), including regulations prescribing

Explanatory Note 717

Marginal note: 1991, c. 24, s. 46

(3) Paragraph 156(3)(b) of the English version of the Act is replaced by the following:

  • (b) terms and conditions on which security may be accepted or on which security or Her Majesty’s interest or right in security may be realized or disposed of.

R.S., c. F-12
Fish Inspection Act

557 Paragraph 3(e) of the English version of the Fish Inspection Act is replaced by the following:

  • (e) requiring the registration of establishments and the licensing of persons engaged as principals or agents or mandataries in the export or import of fish or containers;

Explanatory Note 718

R.S., c. F-27
Food and Drugs Act

558 Paragraph 30(1)(i) of the French version of the Food and Drugs Act is replaced by the following:

  • i) prévoir les pouvoirs et fonctions des inspecteurs et des analystes, ainsi que le prélèvement d’échantillons et la saisie, la rétention, la confiscation et la disposition d’articles;

Explanatory Note 719

559 Subsection 36(2) of the Act is replaced by the following:

  • Marginal note: Proof of offence

    (2) In a prosecution for a contravention described in subsection (1), it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified or has been prosecuted for the offence.

Explanatory Note 720

R.S., c. H-6
Canadian Human Rights Act

560 Paragraph 33(2)(f) of the Canadian Human Rights Act is replaced by the following:

  • (f) might disclose legal opinions or advice provided to a government department or body or might violate solicitor-client privilege or professional secrecy of advocates and notaries or litigation privilege in a matter of government business.

Explanatory Note 721

Marginal note: 1998, c. 9, s. 27

561 Subsection 50(4) of the French version of the Act is replaced by the following:

  • Marginal note: Restriction

    (4) Il ne peut admettre en preuve un élément qui, devant les tribunaux judiciaires, serait inadmissible en raison de l’existence d’une immunité en droit de la preuve.

Explanatory Note 722

Marginal note: 1998, c. 9, s. 27

562 Paragraph 53(2)(e) of the French version of the Act is replaced by the following:

  • e) d’indemniser la victime, jusqu’à concurrence de 20 000 $, pour les souffrances et douleurs découlant de l’acte.

Explanatory Note 723

Marginal note: 1998, c. 9, s. 31(4)(E)

563 Subsection 60(3) of the English version of the Act is replaced by the following:

  • Marginal note: Prosecution of employer or employee organization

    (3) A prosecution for an offence under this section may be brought against an employer organization or an employee organization and in the name of the organization and, for the purpose of the prosecution, the organization is deemed to be a person and any act or thing done or omitted by an officer or an agent or mandatary of the organization within the scope of their authority to act on behalf of the organization is deemed to be an act or thing done or omitted by the organization.

Explanatory Note 724

564 Subsection 65(1) of the English version of the Act is replaced by the following:

  • Marginal note: Acts of employees, etc.

    65 (1) Subject to subsection (2), any act or omission committed by an officer, a director, an employee or an agent or mandatary of any person, association or organization in the course of the employment of the officer, the director, the employee or the agent or mandatary shall, for the purposes of this Act, be deemed to be an act or omission committed by that person, association or organization.

Explanatory Note 725

R.S., c. I-21
Interpretation Act

565 Paragraph 19(1)(b) of the English version of the Interpretation Act is replaced by the following:

  • (b) a judge of any court, a notary public, a justice of the peace or a commissioner for taking oaths, having authority or jurisdiction within the place where the oath is administered.

Explanatory Note 726

566 Paragraph 21(1)(a) of the Act is replaced by the following:

  • (a) as vesting in the corporation power to sue and be sued, to contract and be contracted with by its corporate name, to have a common seal and to alter or change it at pleasure, to have perpetual succession, to acquire and hold personal or movable property for the purposes for which the corporation is established and to alienate and lease that property at pleasure;

Explanatory Note 727

567 (1) The definition personne morale in subsection 35(1) of the French version of the Act is repealed.