Cooperative Credit Associations Act (S.C. 1991, c. 48)

Marginal note:When approval not required

• 357 (1) Despite subsections 354(1) and (2) and section 355, the approval of the Minister is not required if

  • (a) the Superintendent has, by order, directed the association to increase its capital and shares of the association are issued and acquired in accordance with the terms and conditions, if any, that may be specified in the order; or

  • (b) a person who controls, within the meaning of paragraph 3(1)(d), the association acquires additional shares of the association.

• Marginal note:Pre-approval

  (2) For the purposes of subsections 354(1) and (2) and section 355, the Minister may approve

  • (a) the purchase or other acquisition of such number or percentage of shares of an association as may be required in a particular transaction or series of transactions; or

  • (b) the purchase or other acquisition of up to a specified number or percentage of shares of an association within a specified period.

Marginal note:Application for approval

• 358 (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

• Marginal note:Applicant

  (2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.

Marginal note:Matters for consideration

358.1 If an application for an approval under subsection 354(1) is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

• (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the association;

• (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the association;

• (c) the business record and experience of the applicant or applicants;

• (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

• (e) whether the association will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

• (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the association on the conduct of those businesses and operations;

• (g) whether the association is to be operated in accordance with cooperative principles; and

• (h) the best interests of the financial system in Canada and, in particular, the cooperative financial system in Canada.

Marginal note:Terms and conditions

359 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.

Marginal note:Certifying receipt of application

• 360 (1) Where, in the opinion of the Superintendent, an application filed with the Superintendent under subsection 358(1) contains all the required information, the Superintendent shall forthwith refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

• Marginal note:Incomplete application

  (2) Where, in the opinion of the Superintendent, an application filed under subsection 358(1) is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

Marginal note:Notice of decision to applicant

• 361 (1) Subject to subsections (2) and (3) and section 362, the Minister shall, within a period of thirty days after the certified date referred to in subsection 360(1), send to the applicant

  • (a) a notice approving the transaction to which the application relates; or

  • (b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

• Marginal note:Notice of decision

  (2) Subject to subsections (4) and 362(2), if an application involves the acquisition of control of an association, the Minister shall, within a period of forty-five days after the certified date referred to in subsection 360(1), send to the applicant

  • (a) a notice approving the transaction to which the application relates; or

  • (b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

• Marginal note:Extension of period for notice

  (3) If the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall

  • (a) within that period, send a notice to that effect to the applicant; and

  • (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within any other further period that may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.

• Marginal note:Further extensions

  (4) If the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.

Marginal note:Reasonable opportunity to make representations

• 362 (1) Where, after receipt of the notice referred to in paragraph 361(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

• Marginal note:Reasonable opportunity to make representations

  (2) If after receipt of the notice referred to in paragraph 361(2)(b) the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of forty-five days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

Marginal note:Notice of decision

• 363 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 362(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

• Marginal note:Notice of decision

  (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 362(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

Marginal note:Deemed approval

364 If the Minister does not send a notice under subsection 361(1) or (3) or 363(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates.

DIVISION II[Repealed, 1994, c. 47, s. 54]

DIVISION IIIDirections

Marginal note:Disposition of shareholdings

• 368 (1) If, with respect to any association, a person contravenes section 354 or 354.1 or fails to comply with any terms and conditions imposed under section 359, the Minister may, if the Minister deems it in the public interest to do so, by order,

  • (a) direct that person and any person controlled by that person not to exercise any voting rights attached to shares of the association beneficially owned by any of those persons as the Minister deems appropriate and specifies in the order; and

  • (b) direct that person and any person controlled by that person to dispose of such number of shares of the association beneficially owned by any of those persons as the Minister specifies in the order, within such time as the Minister specifies therein and in such proportion, if any, as between the person and the persons controlled by that person as is specified in the order.

• Marginal note:Representations

  (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the association concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

• Marginal note:Appeal

  (3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 462.

• Marginal note:No stay

  (4) A direction made under paragraph (1)(a) is not stayed by an appeal under subsection (3).

Marginal note:Application to court

• 369 (1) Where a person fails to comply with a direction made under subsection 368(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

• Marginal note:Court order

  (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the association concerned to sell the shares that are the subject-matter of the direction.

• Marginal note:Appeal

  (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

Marginal note:Interest of securities underwriter

370 This Part does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.

Marginal note:Arrangements to effect compliance

• 371 (1) The directors of an association may make such arrangements as they deem necessary to carry out the intent of this Part and, in particular, but without limiting the generality of the foregoing, may

  • (a) require any person in whose name a share of the association is held to submit a declaration setting out

    • (i) the beneficial ownership of the share, and

    • (ii) such other information as the directors deem relevant for the purposes of this Part;

  • (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

  • (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

• Marginal note:Order of Superintendent

  (2) The Superintendent may, by order, direct an association to obtain from any person in whose name a share of the association is held a declaration setting out the name of every entity controlled by that person and containing information concerning

  • (a) the ownership or beneficial ownership of the share; and

  • (b) such other related matters as are specified by the Superintendent.

• Marginal note:Compliance required

  (3) As soon as possible after receipt by an association of a direction under subsection (2),

  • (a) the association shall comply with the direction; and

  • (b) every person who is requested by the association to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

• Marginal note:Outstanding declaration: effect

  (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, an association may refuse to issue the share or register the transfer unless the required declaration is submitted.

Marginal note:Reliance on information

372 An association and any person who is a director or an officer, employee or agent of the association may rely on any information contained in a declaration required by the directors pursuant to section 371 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the association or any such person for anything done or omitted to be done in good faith in reliance on any such information.

373 [Repealed, 1994, c. 47, s. 55]

Marginal note:Exemption regulations

374 The Governor in Council may, by regulation, exempt from any of the provisions of this Part any share transaction or any class of share transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner’s family, or to one or more trustees on their behalf.

PART IXBusiness and Powers

General Business

Marginal note:Main business

• 375 (1) Subject to this Act, an association shall not engage in or carry on any business other than such business as generally appertains to the business of

  • (a) providing financial services to one or more of the following:

    • (i) a member of the association,

    • (ii) an entity in which an association has a substantial investment as allowed by section 390,

    • (ii.1) another association,

    • (iii) a cooperative credit society,

    • (iv) a cooperative corporation, or

    • (v) an entity controlled by an entity or group of entities described by any of subparagraphs (i) to (iv); and

  • (b) providing administrative, educational, promotional, technical, research and consultative services and related goods to any cooperative credit society, or any person intending to organize or operate such a society, in support of the financial services provided or to be provided by the society.

• Marginal note:Idem

  (2) For greater certainty, an association may act as a financial agent for, and provide investment counselling and portfolio management services to, any person referred to in paragraph (1)(a).

• Marginal note:Restriction

  (3) Subject to any order that may be made by the Superintendent under section 61 or 62, an association shall not receive money on deposit from a federal credit union, local cooperative credit society or cooperative corporation that is not a member of the association.