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An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)

Assented to 2007-03-29

Marginal note:2001, c. 9, s. 484; 2006, c. 4, s. 202

338. Section 20 of the Act is replaced by the following:

Marginal note:Sunset provision

  • 20. (1) Subject to subsections (2) and (3), companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

  • Marginal note:Extension

    (2) The Governor in Council may, by order, extend by up to six months the time during which companies may continue to carry on business. No more than one order may be made under this subsection.

  • Marginal note:Exception

    (3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.

339. Paragraph 37(1)(f) of the Act is replaced by the following:

  • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

Marginal note:1994, c. 24, s. 349(1)(q)(F); 2001, c. 9, s. 487

340. Sections 38 to 40 of the Act are replaced by the following:

Marginal note:Transferring to other federal Acts

  • 38. (1) A company may

    • (a) apply, under the Bank Act, for letters patent continuing the company as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act;

    • (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act, for a certificate of continuance as a corporation under that Act;

    • (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

    • (d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company as an association under that Act, or amalgamating and continuing the company as an association under that Act; or

    • (e) apply, under the Insurance Companies Act, for letters patent continuing the company as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the company as a company (other than a mutual company) or an insurance holding company under that Act.

  • Marginal note:Conditions for approval

    (2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that

    • (a) the company has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is situated, a notice of its intention to apply for the approval;

    • (b) the company is not carrying on any of the fiduciary activities referred to in section 412;

    • (c) unless the company is a subsidiary of another company and it uses the name of the other company in its name as permitted by section 48, the company will not use the word “fiduciaire”, “fiduciary”, “fiducie”, “loan”, “loanco”, “prêt”, “trust” or “trustco” in its name after the certificate referred to in that paragraph is issued;

    • (d) the company does not hold deposits, other than deposits that are made by a person who controls the company or by a person who has a significant interest in a class of shares of the company and that are not insured by the Canada Deposit Insurance Corporation; and

    • (e) the application has been authorized by a special resolution.

  • Marginal note:Withdrawing application

    (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the company may, without further approval of the shareholders, withdraw the application before it is acted on.

  • Marginal note:Restriction on other transfers

    (4) A company may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1).

Marginal note:Act ceases to apply

39. If a company applies for a certificate or letters patent referred to in section 38 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company as of the day the certificate or the letters patent take effect.