Marginal note:Short title

1. This Act may be cited as the Trust and Loan Companies Act.

Marginal note:Definitions

2. In this Act,

“affairs”

« affaires internes »

“affairs”, with respect to a company, means the relationships among the company and its affiliates and the shareholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates;

“affiliate”

« groupe »

“affiliate” means an entity that is affiliated with another entity within the meaning of section 6;

“Agency”

« Agence »

“Agency” means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act;

“annual statement”

« rapport annuel »

“annual statement” means the annual financial statement of a company within the meaning of paragraph 313(1)(a);

“assets”

« actif »

“assets”, in respect of a company that is a trust company pursuant to subsection 57(2), includes assets held by the company in respect of guaranteed trust money;

“auditor”

« vérificateur »

“auditor” includes a firm of accountants;

“bank holding company”

« société de portefeuille bancaire »

“bank holding company” means a body corporate that is incorporated or formed under Part XV of the Bank Act;

“bearer”

« porteur »

“bearer”, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank;

“bearer form”

« titre au porteur »

“bearer form”, in respect of a security, means a security in bearer form as determined in accordance with subsection 86(2);

“beneficial ownership”

« véritable propriétaire » et « propriété effective »

“beneficial ownership” includes ownership through one or more trustees, legal representatives, agents or other intermediaries;

“body corporate”

« personne morale »

“body corporate” means an incorporated body wherever or however incorporated;

“branch”

« bureau »

“branch”, in respect of a company, means an agency, the head office and any other office of the company;

“Canadian financial institution”

« institution financière canadienne »

“Canadian financial institution” means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province;

“central securities register” or “securities register”

« registre central des valeurs mobilières » ou « registre des valeurs mobilières »

“central securities register” or “securities register” means the register referred to in section 253;

“Commissioner”

« commissaire »

“Commissioner” means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act;

“common-law partner”

« conjoint de fait »

“common-law partner”, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year;

“company”

« société »

“company” means a body corporate to which this Act applies;

“complainant”

« plaignant »

“complainant”, in relation to a company or any matter concerning a company, means

• (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a company or any of its affiliates,

• (b) a director or an officer, or a former director or officer, of a company or any of its affiliates, or

• (c) any other person who, in the discretion of a court, is a proper person to make an application under section 339, 343 or 537;

“consumer provision”

« disposition visant les consommateurs »

“consumer provision” means a provision referred to in paragraph (d) or (d.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

“court”

« tribunal »

“court” means

• (a) in the Province of Ontario, the Superior Court of Justice,

• (b) in the Province of Quebec, the Superior Court of the Province,

• (c) in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province,

• (d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

• (e) in the Provinces of Prince Edward Island and Newfoundland, the trial division of the Supreme Court of the Province, and

• (f) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice;

“court of appeal”

« cour d’appel »

“court of appeal” means the court to which an appeal lies from a decision or order of a court;

“creditor”

« créancier »

“creditor”, in respect of a company that is a trust company pursuant to subsection 57(2), includes a person who has money deposited with the company as guaranteed trust money;

“debt obligation”

« titre de créance »

“debt obligation” means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured;

“deposit”

« dépôt »

“deposit”, in respect of money received by a company that is a trust company pursuant to subsection 57(2), means money received as guaranteed trust money;

“deposit liabilities”

« dette »

“deposit liabilities”, in respect of a company that is a trust company pursuant to subsection 57(2), means liabilities of the company in respect of guaranteed trust money;

“director”, “board of directors” or “directors”

« administrateur », « conseil d’administration » ou « conseil »

“director” means a natural person occupying the position of director, by whatever name called, of a body corporate, and “board of directors” or “directors” refers to the directors of a body corporate as a body;

“entity”

« entité »

“entity” means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof;

“equity”

« capitaux propres »

“equity”, in respect of a company, means its equity as determined in accordance with the regulations;

“federal credit union”

« coopérative de crédit fédérale »

“federal credit union” has the same meaning as in section 2 of the Bank Act;

“federal financial institution”

« institution financière fédérale »

“federal financial institution” means

• (a) a company,

• (b) a bank,

• (c) an association to which the Cooperative Credit Associations Act applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act, or

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act;

“fiduciary”

« représentant »

“fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;

“financial institution”

« institution financière »

“financial institution” means

• (a) a company,

• (b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

• (c) an association to which the Cooperative Credit Associations Act applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act,

• (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

• (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

• (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

• (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

• (h) a foreign institution;

“foreign institution”

« institution étrangère »

“foreign institution” means an entity that is

• (a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

• (b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province;

“former Act”

« loi antérieure »

“former Act” means the Trust Companies Act or the Loan Companies Act;

“former-Act company”

« société antérieure »

“former-Act company” means a body corporate referred to in paragraph 12(b) or (c);

“form of proxy”

« formulaire de procuration »

“form of proxy” means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy;

“going-private transaction”

« transaction de fermeture »

“going-private transaction” means a going-private transaction as defined in the regulations;

“guarantee”

« garantie »

“guarantee” includes a letter of credit;

“guaranteed trust money”

« fonds en fiducie garantie »

“guaranteed trust money” means money that is received in trust for investment by a company that is a trust company pursuant to subsection 57(2) and that is subject to a guarantee by the company in respect of the payment of interest or repayment of the principal or both;

“head office”

« siège »

“head office” means the office required to be maintained by a company pursuant to section 242;

“holder”

« détenteur »

“holder” means

• (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank, and

• (b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7;

“holding body corporate”

« société mère »

“holding body corporate” means a holding body corporate within the meaning of section 4;

“incorporated”

« constitué en personne morale »

“incorporated”, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act;

“incorporating instrument”

« acte constitutif »

“incorporating instrument” means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument;

“incorporator”

« fondateur »

“incorporator”, in relation to a company, means a person who applied for letters patent to incorporate the company;

“insurance holding company”

« société de portefeuille d’assurances »

“insurance holding company” means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act;

“issuer”

« émetteur »

“issuer”, in respect of a security, means the entity that issues or issued the security;

“letters patent”

« lettres patentes »

“letters patent”, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent;

“Minister”

« ministre »

“Minister” means the Minister of Finance;

“minor”

« mineur »

“minor” has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989;

“non-WTO Member foreign institution”

« institution étrangère d’un non-membre de l’OMC »

“non-WTO Member foreign institution” means a foreign institution that is not controlled by a WTO Member resident;

“officer”

« dirigeant »

“officer” means

• (a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

• (b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise;

“order form”

« titre à ordre »

“order form”, in respect of a security, means a security in order form as determined in accordance with subsection 86(3);

“ordinary resolution”

« résolution ordinaire »

“ordinary resolution” means a resolution passed by a majority of the votes cast by or on behalf of the shareholders who voted in respect of that resolution;

“person”

« personne »

“person” means a natural person, an entity or a personal representative;

“personal representative”

« représentant personnel »

“personal representative” means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person;

“prescribed”

Version anglaise seulement

“prescribed” means prescribed by regulation;

“property”

« biens »

“property”, in respect of a company that is a trust company pursuant to subsection 57(2), includes property held by the company in respect of guaranteed trust money;

“proxy”

« procuration »

“proxy” means a completed and executed 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;

“proxyholder”

« fondé de pouvoir »

“proxyholder” means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders;

“real property”

« biens immeubles »

“real property” includes a leasehold interest in real property;

“recorded address”

« adresse enregistrée »

“recorded address” means

• (a) in relation to a person who is a shareholder of a company, the latest postal address of the person according to the central securities register of the company, and

• (b) in relation to a person in any other respect, the latest postal address of the person according to the records of the branch concerned;

“registered form”

« titre nominatif »

“registered form”, in respect of a security, means a security in registered form as determined in accordance with subsection 86(4);

“regulatory capital”

« capital réglementaire »

“regulatory capital”, in respect of a company, has the meaning given that expression by the regulations;

“resident Canadian”

« résident canadien »

“resident Canadian” means a natural person who is

• (a) a Canadian citizen ordinarily resident in Canada,

• (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

• (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship;

“residential property”

« immeuble résidentiel »

“residential property” means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings;

“securities underwriter”

« souscripteur à forfait »

“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 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;

“security”

« titre » ou « valeur mobilière »

“security” means

• (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 instrument evidencing such a deposit, and

• (b) in relation to any other entity, any ownership interest in or debt obligation of the entity;

“security interest”

« sûreté »

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

“send”

« envoyer »

“send” includes deliver;

“series”

« série »

“series”, in respect of shares, means a division of a class of shares;

“significant interest”

« intérêt substantiel »

“significant interest” means a significant interest determined in accordance with section 8;

“special resolution”

« résolution extraordinaire »

“special resolution” means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;

“squeeze-out transaction”

« transaction d’éviction »

“squeeze-out transaction” means a transaction by a company that is not a distributing company that requires an amendment to a by-law referred to in subsection 222(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares issued by the company that have rights and privileges equal to or greater than those of the shares of the affected class;

“subordinated indebtedness”

« titre secondaire »

“subordinated indebtedness” means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all deposit liabilities of the company and all other liabilities of the company except those that, by their terms, rank equally with or are subordinate to such indebtedness;

“subsidiary”

« filiale »

“subsidiary” means an entity that is a subsidiary of another entity within the meaning of section 5;

“substantial investment”

« intérêt de groupe financier »

“substantial investment” means a substantial investment determined in accordance with section 10;

“Superintendent”

« surintendant »

“Superintendent” means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act;

“trade”

« opération »

“trade”, in respect of securities, means any sale or disposition of securities for valuable consideration;

“transfer”

« transfert »

“transfer”, in respect of securities, includes a transmission by operation of law;

“voting share”

« action avec droit de vote »

“voting share” means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled;

“WTO Member resident”

« résident d’un membre de l’OMC »

“WTO Member resident” means a WTO Member resident within the meaning of section 11.1.