Bank Act (S.C. 1991, c. 46)
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Act current to 2024-07-23 and last amended on 2024-07-11. Previous Versions
AMENDMENTS NOT IN FORCE
— 2012, c. 5, s. 54
54 (1) Section 507 of the Act is amended by adding the following after subsection (1):
Definition of foreign bank
(1.1) For the purposes of this Part, foreign bank means a foreign bank as defined in section 2 but without regard to the portion of that definition after paragraph (g).
(2) Subsection 507(15) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) is a subsidiary of a federal financial institution.
(3) Subsection 507(16) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) is a subsidiary of a federal financial institution.
— 2012, c. 5, s. 56
56 Section 522.09 of the Act is amended by adding the following after subsection (3):
Exception — subsidiary of federal financial institution
(4) Subsections (1) to (3) do not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.
— 2012, c. 5, s. 57
57 Section 522.19 of the Act is amended by adding the following after subsection (2):
Exception — subsidiary of federal financial institution
(3) Subsection (1) does not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.
— 2012, c. 5, s. 58
58 Subsection 522.21(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) is a subsidiary of a federal financial institution.
— 2012, c. 5, s. 59
59 Subsection 522.211(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) is a subsidiary of a federal financial institution.
— 2018, c. 12, s. 316(1), as amended by 2024, c. 15, s. 171(1)
316 (1) Paragraphs 410(1)(c) and (c.1) of the Bank Act are replaced by the following:
(b.1) subject to sections 416 and 417 and the regulations, engage in any activity that relates to the provision of financial services by the bank or any of its affiliates;
(c) subject to the regulations, engage in any of the following activities:
(i) collecting, manipulating and transmitting information, and
(ii) designing, developing, manufacturing, selling and otherwise dealing with information technology, if those activities relate to
(A) an activity referred to in this subsection that is engaged in by the bank or any of its affiliates, or
(B) the provision of financial services by any other entity,
— 2018, c. 12, ss. 316(3) to (5), as amended by 2024, c. 15, s. 171(2)(F)
316 (3) Paragraph 410(3)(a) of the Act is replaced by the following:
(a) respecting what a bank may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (c.2);
(4) Subparagraph 410(3)(b)(iii) of the English version of the Act is replaced by the following:
(iii) the carrying on of the activities referred to in paragraphs (1)(b.1), (c) and (c.2); and
(5) Paragraph 410(3)(c) of the Act is replaced by the following:
(c) respecting the circumstances in which a bank may engage in the activities referred to in paragraphs (1)(b.1) and (c), including the circumstances in which banks may collect, manipulate and transmit information under subparagraph (1)(c)(i).
— 2018, c. 12, s. 317
317 Section 411 of the Act is replaced by the following:
Networking
411 (1) Subject to section 416 and the regulations, a bank may
(a) act as agent for any person in respect of
(i) the carrying on of any activity referred to in subsection 410(1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 464(1), if that definition were read without reference to the requirements of subsections 468(4) to (6), or by a prescribed entity, or
(ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);
(a.1) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and
(b) refer any person to another person.
Regulations
(2) The Governor in Council may make regulations
(a) respecting the disclosure of the name of the person for whom a bank is acting as agent under subsection (1);
(b) respecting the disclosure of any commission being earned by a bank when acting as agent under subsection (1);
(c) respecting the circumstances in which a bank may act as an agent, enter into an arrangement or refer a person under subsection (1); and
(d) imposing terms and conditions in respect of the carrying on of activities under that subsection.
Regulations
411.1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a bank is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 318, as amended by 2024, c. 15, s. 172(F)
318 (1) Section 468 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) to (6), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a bank may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities that a bank is permitted to engage in under any of paragraphs 409(2)(a) to (d).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of subsection (2.1), the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a bank may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which a bank may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 468(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the bank, the bank itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 466(2), paragraph 466(3)(b) or (c) or subsection 466(4); or
(3) Subsection 468(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (d) and (d.1).
(4) Paragraph 468(7)(a) of the Act is replaced by the following:
(a) the bank is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the bank would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
— 2018, c. 12, s. 319, as amended by 2024, c. 15, s. 173(F)
319 The Act is amended by adding the following after section 468:
Regulations
468.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a bank may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a bank is permitted to engage in under paragraph 410(1)(b.1) or (c), including the circumstances in which a bank is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 320
320 Paragraph 495(1)(c) of the Act is replaced by the following:
(c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;
— 2018, c. 12, s. 321, as amended by 2024, c. 15, s. 174(F)
321 Section 522.08 of the Act is amended by adding the following after subsection (1):
Permitted investments
(1.1) Subject to subsection (2) and the regulations made under paragraphs (1.2)(a) and (b), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or hold a substantial investment in, a Canadian entity that a bank may acquire control of, or acquire or increase a substantial investment in, under subsection 468(2.1).
Regulations
(1.2) The Governor in Council may make regulations
(a) imposing terms and conditions in respect of the acquisition or holding of control of, or acquisition or holding of a substantial investment in, a Canadian entity that a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or hold a substantial investment in, under subsection (1.1); and
(b) respecting the circumstances in which a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or hold a substantial investment in, a Canadian entity under subsection (1.1).
— 2018, c. 12, s. 322, as amended by 2024, c. 15, s. 175(F)
322 The Act is amended by adding the following after section 522.08:
Regulations
522.081 The Governor in Council may make regulations
(a) respecting the circumstances in which a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or hold a substantial investment in, a Canadian entity that engages in activities that a bank is permitted to engage in under paragraph 410(1)(b.1) or (c); and
(b) imposing terms and conditions in respect of the acquisition or holding of control of, or acquisition or holding of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 323
323 Paragraphs 522.22(1)(d) and (d.1) of the Act are repealed.
— 2018, c. 12, s. 324(1), as amended by 2024, c. 15, s. 176(1)
324 (1) Paragraphs 539(1)(b.1) and (b.2) of the Act are replaced by the following:
(b.1) subject to sections 549 and 550 and the regulations, engage in any activity that relates to the provision of financial services by the authorized foreign bank or any of its affiliates;
(b.2) subject to the regulations, engage in any of the following activities:
(i) collecting, manipulating and transmitting information, and
(ii) designing, developing, manufacturing, selling and otherwise dealing with information technology, if those activities relate to
(A) an activity referred to in this subsection that is engaged in by the authorized foreign bank or any of its affiliates, or
(B) the provision of financial services by any other entity,
— 2018, c. 12, s. 324(3), as amended by 2024, c. 15, s. 176(2)
324 (3) Paragraph 539(3)(c) of the Act is replaced by the following:
(c) respecting the circumstances in which an authorized foreign bank may engage in the activities referred to in paragraphs (1)(b.1) and (b.2), including the circumstances in which it may collect, manipulate and transmit information under subparagraph (1)(b.2)(i).
— 2018, c. 12, s. 325
325 Section 543 of the Act is replaced by the following:
Networking
543 (1) Subject to sections 540, 546 and 549 and the regulations, an authorized foreign bank may, in Canada,
(a) act as agent for any person in respect of
(i) the carrying on of any activity referred to in subsection 410(1) or 539(1) that is engaged in by a financial institution, by an entity in which a bank is permitted to acquire a substantial investment under section 468, if that section were read without reference to the requirements of subsections 468(4) to (6), or by a Canadian entity acquired or held under section 522.08, or
(ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);
(a.1) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and
(b) refer any person to another person.
Regulations
(2) The Governor in Council may make regulations
(a) respecting the disclosure of the name of the person for whom an authorized foreign bank is acting as agent under subsection (1);
(b) respecting the disclosure of any commission being earned by an authorized foreign bank when acting as agent under subsection (1);
(c) respecting the circumstances in which an authorized foreign bank may act as an agent, enter into an arrangement or refer a person under subsection (1); and
(d) imposing terms and conditions in respect of the carrying on of activities under that subsection.
Regulations
543.1 The Governor in Council may, for the purposes of section 538 and subsection 543(1), make regulations respecting what an authorized foreign bank is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 326, as amended by 2024, c. 15, s. 177(F)
326 (1) Section 930 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) to (6) and the regulations made under paragraphs (2.2)(a) and (b), a bank holding company may acquire control of, or acquire or increase a substantial investment in, an entity that a bank may acquire control of, or acquire or increase a substantial investment in, under subsection 468(2.1).
Regulations
(2.2) The Governor in Council may make regulations
(a) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a bank holding company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(b) respecting the circumstances in which a bank holding company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 930(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the bank holding company, a bank would be permitted to acquire a substantial investment in the other entity under subsection 466(2), paragraph 466(3)(b) or (c) or subsection 466(4) or 468(1), (2) or (2.1); or
(3) Subsection 930(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).
(4) Paragraph 930(7)(a) of the Act is replaced by the following:
(a) the bank holding company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the bank holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
— 2018, c. 12, s. 327, as amended by 2024, c. 15, s. 178(F)
327 The Act is amended by adding the following after section 930:
Regulations
930.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a bank holding company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a bank is permitted to engage in under paragraph 410(1)(b.1) or (c), including the circumstances in which a bank holding company is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 328
328 Subsection 976.1(1) of the Act is replaced by the following:
Application for certain approvals
976.1 (1) An application for the prior written approval of the Minister in respect of any of paragraphs 468(5)(b.1) or (c), 522.22(1)(c) or 930(5)(b.1) or (c) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
— 2024, c. 15, s. 188
188 (1) Subsection 136(1) of the French version of the Bank Act is replaced by the following:
Lieu des assemblées
136 (1) Les assemblées des actionnaires ou des membres se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.
(2) Subsection 136(2) of the Act is replaced by the following:
Participation by electronic means
(2) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is entitled to attend a meeting of shareholders or members may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the bank makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
Meeting held by electronic means
(2.1) If the directors, shareholders or members of a bank call a meeting of shareholders or members under this Act, those directors, shareholders or members may determine that the meeting shall be held, in accordance with any regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
— 2024, c. 15, s. 189
189 Subsection 151(4) of the Act is replaced by the following:
Voting while participating electronically
(4) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is participating in a meeting under subsection 136(2) or (2.1) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose.
— 2024, c. 15, s. 190
190 (1) Subsection 725(1) of the French version of the Act is replaced by the following:
Lieu des assemblées
725 (1) Les assemblées des actionnaires se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.
(2) Subsection 725(2) of the Act is replaced by the following:
Participation by electronic means
(2) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the bank holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.
Meeting held by electronic means
(2.1) If the directors or shareholders of a bank holding company call a meeting of shareholders under this Act, those directors or shareholders may determine that the meeting shall be held, in accordance with any regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
— 2024, c. 15, s. 191
191 Subsection 740(4) of the Act is replaced by the following:
Voting while participating electronically
(4) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is participating in a meeting of shareholders under subsection 725(2) or (2.1) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank holding company has made available for that purpose.
— 2024, c. 17, s. 398
398 The Bank Act is amended by adding the following after section 214:
Disclosure Relating to Diversity
Diversity
214.1 (1) The directors of a bank of a prescribed class must make available, in accordance with regulations made under subsection (2), information respecting diversity among directors and members of senior management, as defined by regulation, at the same time that a notice of annual meeting is sent under subsection 138(1) to shareholders or members entitled to receive that notice and to the Superintendent.
Regulations
(2) For the purposes of subsection (1), the Governor in Council may make regulations respecting the disclosure of information related to diversity among the directors and members of senior management of a bank of a prescribed class.
— 2024, c. 17, s. 399
399 The Act is amended by adding the following after section 801:
Disclosure Relating to Diversity
Diversity
801.1 (1) The directors of a bank holding company of a prescribed class must make available, in accordance with regulations made under subsection (2), information respecting diversity among directors and members of senior management, as defined by regulation, at the same time that a notice of annual meeting is sent under subsection 727(1) to shareholders entitled to receive that notice and to the Superintendent.
Regulations
(2) For the purposes of subsection (1), the Governor in Council may make regulations respecting the disclosure of information related to diversity among the directors and members of senior management of a bank holding company of a prescribed class.
- Date modified: