Bank Act (S.C. 1991, c. 46)

Applications for Certain Approvals

Marginal note:Application for certain approvals

• 976.1 (1) An application for the prior written approval of the Minister in respect of any of the following provisions must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require:

  • (a) paragraphs 410(1)(c) and (c.1);

  • (b) paragraphs 468(5)(b.1), (c), (d) and (d.1);

  • (c) paragraphs 522.22(1)(c), (d) and (d.1);

  • (d) paragraphs 539(1)(b.1) and (b.2); and

  • (e) paragraphs 930(5)(b.1), (c), (d) and (d.1).

• Marginal note:Certification of receipt of application

  (2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.

• Marginal note:Incomplete application

  (3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.

• Marginal note:Notice of decision

  (4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant

  • (a) a notice approving the application; or

  • (b) if the Minister is not satisfied that the application should be approved, a notice to that effect.

• Marginal note:Extension of period

  (5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.

• Marginal note:Deemed approval

  (6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.

Appeals

Marginal note:Appeal to Federal Court

• 977 (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 401.2(7), 402(1), 402.2(1), 913(7) or 915(1).

• Marginal note:Powers

  (2) The Federal Court may, in an appeal under subsection (1),

  • (a) dismiss the appeal;

  • (b) set aside the direction or decision; or

  • (c) set aside the direction or decision and refer the matter back for re-determination.

• Marginal note:Certificate

  (3) For the purposes of an appeal under subsection (1), the Minister shall, at the request of the bank, bank holding company or person making the appeal, provide the bank, bank holding company or person with a certificate in writing setting out the direction or decision appealed from and the reasons why the direction or decision was made.

Regulations

Marginal note:Power to make regulations

• 978 (1) The Governor in Council may make regulations

  • (a) prescribing anything that is required or authorized by this Act to be prescribed;

  • (b) prescribing the way in which anything that is required or authorized by this Act to be prescribed is to be determined;

  • (c) respecting, for any purpose of any provision of the Act, the determination of the equity of a bank or a bank holding company;

  • (d) defining words and expressions to be defined for the purposes of this Act;

  • (e) requiring the payment of a fee in respect of the filing, examining or issuing of any document or in respect of any action that the Superintendent is required or authorized to take under this Act, and fixing the amount of the fee or the manner of determining its amount;

  • (f) respecting the regulatory capital and total assets of a bank or a bank holding company;

  • (g) respecting the retention, in Canada, of assets of a bank or a bank holding company;

  • (h) respecting the value of assets of a bank or a bank holding company to be held in Canada and the manner in which those assets are to be held;

  • (i) respecting the protection and maintenance of assets of a bank or a bank holding company, including regulations respecting the bonding of directors, officers and employees of a bank or a bank holding company;

  • (j) respecting the holding of shares, membership shares and ownership interests for the purposes of sections 70, 74 and 714;

  • (k) respecting information, in addition to the information required by section 634 or 953, to be maintained in the register referred to in that section; and

  • (l) generally for carrying out the purposes and provisions of this Act.

• Marginal note:Incorporation by reference

  (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

• Marginal note:Incorporated material is not a regulation

  (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

Delegation

Marginal note:Delegation

979 The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed under the Ministries and Ministers of State Act to assist the Minister.

PART XVI.1Whistleblowing

Marginal note:Definition of wrongdoing

979.1 In this Part, wrongdoing includes a contravention of

• (a) any provision of this Act or the regulations;

• (b) a voluntary code of conduct that a bank or authorized foreign bank has adopted or a public commitment that it has made; and

• (c) a policy or procedure established by a bank or authorized foreign bank.

Marginal note:Whistleblowing

• 979.2 (1) Any employee of a bank or authorized foreign bank who has reasonable grounds to believe that the bank, authorized foreign bank or any person has committed or intends to commit a wrongdoing may report the particulars of the matter to the bank or authorized foreign bank or to the Commissioner, the Superintendent, a government agency or body that regulates or supervises financial institutions or a law enforcement agency.

• Marginal note:Confidentiality

  (2) The bank, authorized foreign bank, Commissioner, Superintendent, government agency or body or law enforcement agency shall keep confidential the identity of the employee and any information that could reasonably be expected to reveal their identity.

• Marginal note:Exception — bank or authorized foreign bank

  (3) Despite subsection (2), the bank or authorized foreign bank may disclose the identity of the employee and information that could reasonably be expected to reveal their identity to the Commissioner, Superintendent, government agency or body or law enforcement agency if the Commissioner, Superintendent, government agency or body or law enforcement agency considers the disclosure necessary for purposes related to an investigation.

• Marginal note:Exception — Commissioner, Superintendent, agency and body

  (4) Despite subsection (2), the Commissioner, Superintendent, government agency or body or law enforcement agency may disclose to each other the identity of the employee and information that could reasonably be expected to reveal their identity for purposes related to an investigation.

• Marginal note:Informing of disclosure

  (5) If the bank, authorized foreign bank, Commissioner, Superintendent, government agency or body or law enforcement agency has disclosed, under subsection (3) or (4), the identity of the employee or any information that could reasonably be expected to reveal their identity, the bank, authorized foreign bank, Commissioner, Superintendent, government agency or body or law enforcement agency shall make every reasonable effort to inform the employee of the disclosure.

Marginal note:Procedures — wrongdoing

979.3 A bank or authorized foreign bank shall establish and implement procedures for dealing with matters the particulars of which have been reported to it by employees under subsection 979.2(1).

Marginal note:Prohibition

• 979.4 (1) No bank or authorized foreign bank shall dismiss, suspend, demote, discipline, harass or otherwise disadvantage an employee, or deny an employee a benefit of employment, by reason that

  • (a) the employee, acting on the basis of reasonable belief, has reported particulars under subsection 979.2(1);

  • (b) the employee, acting on the basis of reasonable belief, has refused or stated an intention of refusing to do anything that is a wrongdoing;

  • (c) the employee, acting on the basis of reasonable belief, has done or stated an intention of doing anything that is required to be done in order to prevent a wrongdoing from being committed; or

  • (d) the bank or authorized foreign bank believes that the employee will do anything referred to in paragraphs (a) to (c).

• Marginal note:Saving

  (2) Nothing in this section impairs any right of an employee either at law or under an employment contract or collective agreement.

PART XVIISanctions

Marginal note:Offence

980 Every person who, without reasonable cause, contravenes any provision of this Act or the regulations is guilty of an offence.

Marginal note:False or misleading information

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

Marginal note:Undue preference to creditor

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

Marginal note:Failure to provide information

982 Every person who, without reasonable cause, refuses or fails to comply with a requirement made under paragraph 643(2)(b) or 957(2)(b) is guilty of an offence.

Marginal note:Use of name

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

• Marginal note:Unauthorized name

  (2) Subject to the regulations and subsections (4) to (5.1), (6) and (12), every entity, other than a bank, that acquires, adopts or retains a name, a domain name or an identifying mark that includes the word “bank”, “banker” or “banking”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized name — “credit union” and “bank”

  (2.01) Subject to the regulations and subsections (4) to (5.1) and (12), every entity, other than a federal credit union, that acquires, adopts or retains a name that includes both the phrase “credit union” and the word “bank”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized name — “credit union” and “federal”

  (2.02) Subject to the regulations and subsections (4) to (5.1) and (12), every entity, other than a federal credit union, that acquires, adopts or retains a name that includes both the phrase “credit union” and the word “federal”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized name — “cooperative” and “bank”

  (2.03) Subject to the regulations and subsections (4) to (5.1) and (12), every entity, other than a federal credit union, that acquires, adopts or retains a name that includes both of the words “cooperative” and “bank”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized name — “cooperative” and “federal”

  (2.04) Subject to the regulations and subsections (4) to (5.1) and (12), every entity, other than a federal credit union, that acquires, adopts or retains a name that includes both of the words “cooperative” and “federal”, either alone or in combination with other words, to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized use of word “bank”, “banker” or “banking”

  (2.1) Subject to the regulations and subsections (4) to (5.1), (6) and (12), every person, other than a bank, who uses the word “bank”, “banker” or “banking”, without being authorized to do so by this Act or any other Act of Parliament, to indicate or describe a business in Canada or any part of a business in Canada, including any of its products or services or the means by which any of those products or services may be obtained, is guilty of an offence.

• Marginal note:Unauthorized use of word “bank”, “banker” or “banking”

  (2.11) Subject to the regulations and subsections (4) to (5.1), (6) and (12), every person, other than a bank, who, in respect of their own business, causes or authorizes another person to use the word “bank”, “banker” or “banking”, without being authorized to do so by this Act or any other Act of Parliament, to indicate or describe that business in Canada, or any part of that business in Canada, including any of its products or services or the means by which any of those products or services may be obtained, is guilty of an offence.

• Marginal note:Unauthorized use of name or identifying mark of bank or foreign bank

  (2.2) Subject to the regulations and subsections (4), (5), (5.2), (5.3) and (10) to (12), every person who uses the name or any identifying mark of a bank or a foreign bank to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Unauthorized statements regarding association with a bank, etc.

  (2.3) Subject to the regulations and subsections (4), (5.2) and (12), every person is guilty of an offence who, without being authorized to do so by this Act or any other Act of Parliament, makes any statement that a business is connected, associated or affiliated with a bank or a foreign bank.

• Marginal note:Unauthorized use of name or identifying mark of a bank holding company

  (3) Subject to the regulations and subsections (7) to (9.1) and (12), every entity that acquires, adopts or retains the name of a bank holding company and every person who uses the name or any identifying mark of a bank holding company to indicate or describe a business in Canada or any part of a business in Canada, without being authorized to do so by this Act or any other Act of Parliament, is guilty of an offence.

• Marginal note:Permitted use

  (4) No person commits an offence under any of subsections (2) to (2.3) if the activity referred to in that subsection is done

  • (a) in a description of the corporate relationship between a bank and an entity controlled by the bank;

  • (b) subject to the regulations, in a description of a corporate relationship between a bank and an entity affiliated with the bank;

  • (b.1) in a description of the corporate relationship between a bank holding company and an entity controlled by the bank holding company;

  • (b.2) and (b.3) [Repealed, 2007, c. 6, s. 129]

  • (c) in an advertisement in Canada by or on behalf of a foreign bank in respect of its facilities outside Canada;

  • (d) in the identification of representative offices of a foreign bank in Canada;

  • (e) in relation to the business in Canada of an authorized foreign bank;

  • (f) in a description of the corporate relationship between a bank or a bank holding company and a foreign bank that controls the bank or the bank holding company;

  • (f.1) in a description of the corporate relationship between a bank or a bank holding company and an entity that is associated with a foreign bank and that controls the bank or the bank holding company;

  • (g) subject to the regulations, in a description of the corporate relationship between a non-bank affiliate of a foreign bank, within the meaning of subsection 507(1), and a foreign bank that controls the non-bank affiliate, if the non-bank affiliate is not a bank holding company or an entity that is controlled by a bank holding company;

  • (h) subject to the regulations, in a description of the corporate relationship between a non-bank affiliate of a foreign bank, within the meaning of subsection 507(1), and an entity that is associated with a foreign bank that controls the non-bank affiliate, if

    • (i) the non-bank affiliate is not a bank holding company or an entity that is controlled by a bank holding company, and

    • (ii) the entity is not a bank, a bank holding company, a foreign bank or an entity controlled by a bank or a bank holding company;

  • (i) in the identification of a body corporate that was a non-bank affiliate of a foreign bank within the meaning of subsection 303(1) of the Bank Act, being chapter B-1 of the Revised Statutes of Canada, 1985, at any time before June 1, 1981;

  • (j) in the identification of a Canadian financial institution that

    • (i) was controlled by a bank that was a subsidiary of a foreign bank before June 15, 1997 but that has ceased to be so controlled,

    • (ii) is controlled by a foreign bank that, before June 15, 1997, controlled the subsidiary, and

    • (iii) used, before June 15, 1997, the word “bank”, “banker” or “banking” to identify itself; or

  • (k) in the identification of a bank holding company.

• Marginal note:Permitted use

  (4.1) No person commits an offence under any of subsections (2.01) to (2.04) if the activity referred to in that subsection is done

  • (a) in relation to a prescribed use;

  • (b) under prescribed circumstances; or

  • (c) in accordance with a prescribed approval and any terms and conditions that the Minister may impose.

• Marginal note:Permitted use

  (4.2) Subject to the regulations, no person commits an offence under subsection (2.1) or (2.11) if they meet the requirements set out in subsection (4.3) and they are

  • (a) a body corporate to which the Trust and Loan Companies Act applies;

  • (b) a trust or loan corporation incorporated or formed by or under an Act of the legislature of a province;

  • (c) a central cooperative credit society;

  • (d) a local cooperative credit society;

  • (e) a federation of cooperative credit societies;

  • (f) the corporation known as “ATB Financial” and referred to in section 2 of the ATB Financial Act, chapter A-45.2 of the Revised Statutes of Alberta 2000, or a successor of that corporation; or

  • (g) a prescribed entity.

• Marginal note:Requirements

  (4.3) For the purposes of subsection (4.2), the requirements are the following:

  • (a) subject to the regulations, the entity discloses

    • (i) the type of entity it is, as described in any of paragraphs (4.2)(a) to (g) or in the regulations,

    • (ii) the jurisdiction under whose laws the entity is primarily regulated,

    • (iii) whether it participates in a deposit insurance system in Canada, and if so, the name of that system, and

    • (iv) any other prescribed information; and

  • (b) the entity complies with any prescribed requirements or conditions.

• Marginal note:Permitted use

  (5) No subsidiary of a bank commits an offence by reason only that it uses the name of the bank of which it is a subsidiary in its corporate name or a name under which it carries on business or by reason only that it uses any identifying mark or domain name of that bank in carrying on its business.

• Marginal note:Permitted use

  (5.1) No person commits an offence under subsections (2) to (2.1) if the activity referred to in that subsection is in relation to a business that is not engaged in financial activities, unless the business is carried out by a prescribed entity.

• Marginal note:Permitted use

  (5.2) No bank commits an offence under subsection (2.2) or (2.3) if it is affiliated with the bank or the foreign bank.

• Marginal note:Permitted use

  (5.3) Subject to the regulations, no entity affiliated with a bank commits an offence by reason only that the entity uses the name of the bank in the entity’s corporate name or in a name under which the entity carries on business or by reason only that it uses any identifying mark of the bank in carrying on its business, if the entity does not use any of the words “bank”, “banker” or “banking” or the phrase “federal credit union” in its corporate name, in a name under which it carries on business or in any of its identifying marks.

• Marginal note:Permitted use

  (6) No financial institution that was controlled by a bank on June 25, 1999 and that had a name that included the word “bank”, “banker” or “banking” on that day commits an offence by reason only that it uses that word in its corporate name or in a name under which it carries on business if the financial institution is a subsidiary of a bank holding company that controls the bank.

• (6.1) [Repealed, 2007, c. 6, s. 129]

• Marginal note:Permitted use

  (7) No subsidiary of a bank holding company commits an offence by reason only that it uses the name of the bank holding company in the subsidiary’s corporate name or in a name under which it carries on business, or by reason only that it uses any identifying mark of the bank holding company in carrying on its business, so long as, if the subsidiary is not a bank or a subsidiary of a bank, it does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks.

• (7.1) [Repealed, 2007, c. 6, s. 129]

• Marginal note:Permitted use

  (8) Subject to the regulations, no entity affiliated with a bank holding company commits an offence by reason only that the entity uses the name of the bank holding company in the entity’s corporate name or in a name under which the entity carries on business or by reason only that it uses any identifying mark of the bank holding company in carrying on its business, if the entity does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks.

• (8.1) [Repealed, 2007, c. 6, s. 129]

• Marginal note:Permitted use

  (9) No subsidiary of a bank holding company commits an offence by reason only that it uses the name of the bank holding company in a description of its corporate relationship to the bank holding company.

• Marginal note:Permitted use

  (9.1) Subject to the regulations, no entity affiliated with a bank holding company commits an offence by reason only that the entity uses the name of the bank holding company in a description of the entity’s corporate relationship with the bank holding company.

• Marginal note:Permitted use

  (10) Subject to the regulations, no Canadian entity that is an entity associated with a foreign bank commits an offence by reason only that it uses the name of the foreign bank in its corporate name or in a name under which it carries on business, or by reason only that it uses any identifying mark of the foreign bank in carrying on its business, if

  • (a) it does not use the word “bank”, “banker” or “banking” in its corporate name, in a name under which it carries on business or in any of its identifying marks; and

  • (b) the foreign bank has consented to the use.

• (10.1) [Repealed, 2007, c. 6, s. 129]

• Marginal note:Permitted use

  (11) Subject to the regulations, no foreign bank that carries on a business or activity referred to in section 510.1, 522.05, 522.18 or 522.19, and no entity incorporated or formed by or under the laws of a country other than Canada that carries on a business or activity referred to in any of those provisions and that is an entity associated with a foreign bank, commits an offence by reason only that it uses its name or any of its identifying marks if it does not use the word “bank”, “banker” or “banking”.

• Marginal note:Permitted use — consent

  (12) No person commits an offence under any of subsections (2) to (3) if the activity referred to in that subsection has been approved by the Superintendent and is in accordance with any terms and conditions that the Superintendent may impose and, if the activity involves the use of the name or any identifying mark of a bank, a bank holding company or a foreign bank, the bank, bank holding company or foreign bank has consented to the use.

• Marginal note:Words bank, banker or banking

  (13) For the purposes of this section, the word bank, banker or banking includes

  • (a) any of those words in any language; and

  • (b) any word or words, in any language, that are equivalent to any of those words.

• Marginal note:Phrase credit union

  (13.1) For the purposes of this section, the phrase credit union includes

  • (a) that phrase in any language; and

  • (b) any word or words, in any language, that are equivalent to any of the words in that phrase.

• Marginal note:Words cooperative and federal

  (13.2) For the purposes of this section, the words cooperative and federal include

  • (a) any of those words in any language; and

  • (b) any word or words, in any language, that are equivalent to any of those words.

• Marginal note:Entity’s name

  (14) For the purposes of this section, other than subsection (1), an entity’s name includes

  • (a) a name that is substantially similar to the entity’s name; and

  • (b) the entity’s name in any language.

• Marginal note:Identifying marks

  (15) For the purposes of this section, an identifying mark of an entity includes

  • (a) any logogram, insignia or logo of the entity;

  • (b) the initials or any acronym of the entity;

  • (b.1) any trademark of the entity; and

  • (c) any mark that is substantially similar to any identifying mark of the entity.

• Marginal note:Definition of foreign bank

  (16) In this section, foreign bank means a foreign bank to which Part XII applies.

• Marginal note:Entity associated with a foreign bank

  (17) For the purposes of this section, an entity is associated with a foreign bank if the entity is or is deemed to be associated with the foreign bank within the meaning of section 507 and is an entity to which Part XII applies.

• Marginal note:Regulations

  (18) The Governor in Council may make regulations for the purposes of subsections (1) to (3), paragraphs (4)(b), (g) and (h) and subsections (4.2), (4.3), (5.3), (8) and (9.1) to (11).