1999, c. 28, s. 4	43. Sections 13 and 14 of the Act are replaced by the following:
Application of Act	13. This Act is the charter of and applies to each bank.
Schedule I and Schedule II banks	14. (1) Subject to this Act,
	(a) there shall be set out in Schedule I
	(i) the name of every bank named in Schedules I and II as those Schedules read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force that was not a subsidiary of a foreign bank,
	(ii) the name of every bank incorporated or formed under this Act that is not a subsidiary of a foreign bank, and
	(iii) the place in Canada where the head office of the bank is situated; and
	(b) there shall be set out in Schedule II
	(i) the name of every bank named in Schedule II as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force that was a subsidiary of a foreign bank,
	(ii) the name of every bank incorporated or formed under this Act that is a subsidiary of a foreign bank, and
	(iii) the place in Canada where the head office of the bank is situated.
Amending the schedules	(2) Where
	(a) a bank is incorporated,
	(b) a body corporate is continued as a bank,
	(c) one or more bodies corporate are amalgamated as a bank,
	(d) the name of a bank is changed,
	(e) the head office of a bank is changed,
	(f) a bank becomes, or ceases to be, a subsidiary of a foreign bank, or
	(g) a bank is dissolved,
	Schedules I and II shall be amended accordingly.
Notice of amendments	(3) If in any year either Schedule I or II is amended, the Superintendent shall, within sixty days after the end of the year, cause a notice to be published in the Canada Gazette showing Schedule I or II in its complete amended form as at the end of the year.
	43.1 The Act is amended by adding the following after section 14.1:
Exemption of foreign banks	14.2 The Governor in Council may make regulations exempting any class of foreign banks from the application of any provision of this Act.
1997, c. 15, s. 2; 1999, c. 28, s. 9	44. Section 21 of the Act is replaced by the following:
Sunset provision	21. (1) Subject to subsection (2), banks shall not carry on business and authorized foreign banks shall not carry on business in Canada after the day that is five years after this section comes into force, except that, if Parliament dissolves on that day or at any time within the three-month period before that day, banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, respectively, until the day that is one hundred and eighty days after the first day of the first session of the next Parliament.
Extension	(2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection.
	45. Paragraph 23(d) of the Act is replaced by the following:
	(d) an entity that is controlled by the government of a foreign country or any political subdivision thereof, other than an entity that is a foreign bank, a foreign institution or a subsidiary of a foreign bank or foreign institution.
1999, c. 28, s. 10	46. Section 24 of the Act is replaced by the following:
Subsidiary of foreign bank	24. If a proposed bank would be a subsidiary of a foreign bank, within the meaning of paragraphs (a) to (f) of the definition ``foreign bank'' in section 2, and the application for letters patent to incorporate the bank is made by a non-WTO Member foreign bank, letters patent to incorporate the bank may not be issued unless the Minister is satisfied that treatment as favourable for banks to which this Act applies exists or will be provided in the jurisdiction in which the foreign bank principally carries on business, either directly or through a subsidiary.
	47. Section 27 of the Act is replaced by the following:
Matters for consideration	27. Before issuing letters patent to incorporate a bank, the Minister 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 bank;
	(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the bank;
	(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 bank 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 bank on the conduct of those businesses and operations;
	(g) the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the applicant or applicants and their affiliates may affect the supervision and regulation of the bank, having regard to
	(i) the nature and extent of the proposed financial services activities to be carried out by the bank and its affiliates, and
	(ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the bank; and
	(h) the best interests of the financial system in Canada.
1991, c. 47, s. 756(2)	48. (1) Subsection 29(1) of the Act is replaced by the following:
Letters patent of incorporation on application of certain companies	29. (1) If the Minister issues letters patent, under section 22, incorporating a bank on the application of a company to which the Trust and Loan Companies Act or the Insurance Companies Act applies and the paid-in capital of the bank immediately following its incorporation will be not less than five million dollars or any greater amount that the Minister may specify under subsection 46(1), there may, on the request of the company and with the approval of the Minister, be included in the letters patent a provision deeming shares of the bank to be issued, on a share for share basis, to all shareholders of the company in exchange for all the issued and outstanding shares of the company.
	(2) Subsection 29(9) of the Act is repealed.
1994, c. 24, par. 34(1)(b)(F)	49. Subsection 33(1) of the Act is replaced by the following:
Federal corporations	33. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including a bank holding company, may apply to the Minister for letters patent continuing the body corporate as a bank under this Act.
1997, c. 15, s. 4; 1999, c. 28, s. 11	50. Sections 39.1 and 39.2 of the Act are replaced by the following:
This Act ceases to apply	39.1 If section 39.2 or 402.1 applies in respect of a bank, on the day specified in the letters patent continuing the bank as a company under subsection 33(1) or 234(1) of the Trust and Loan Companies Act, this Act ceases to apply to the bank and that Act applies to the company so continued under that Act.
Other transfer	39.2 A bank may apply for letters patent continuing the bank as a company under subsection 33(1) of the Trust and Loan Companies Act or amalgamating and continuing the bank as a company under section 228 and subsection 234(1) of that Act.
1999, c. 28, s. 12	51. Paragraph 40(e) of the Act is replaced by the following:
	(e) that is reserved under section 43 for another bank or an authorized foreign bank or a proposed bank or a proposed authorized foreign bank or under section 697 for a bank holding company or a proposed bank holding company.
1996, c. 6, s. 1	52. Section 41 of the Act is replaced by the following:
Affiliated bank	41. Despite section 40, a bank that is affiliated with another entity may, with the consent of that entity and the approval of the Superintendent, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
1996, c. 6, s. 3	53. Subsection 44(2) of the Act is replaced by the following:
Revoking name	(2) If a bank has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the bank and assign to it a name and, until changed in accordance with section 215 or 217, the name of the bank is thereafter the name so assigned.
	54. Subsection 46(1) of the Act is replaced by the following:
Calling shareholders' meeting	46. (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a bank in respect of which letters patent were issued under section 22 from the issue of its shares, the directors of the bank shall without delay call a meeting of the shareholders of the bank.
	55. Subsection 48(2) of the Act is replaced by the following:
Deeming	(2) If, on the day this subsection comes into force, an order approving the commencement and carrying on of business by a bank named in Schedule I or II as those Schedules read immediately before that day, has not been made, such an order is deemed to have been made in respect of the bank on that day.
	56. Paragraph 52(1)(b) of the Act is replaced by the following:
	(b) the bank has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 46(1);
	57. The Act is amended by adding the following after section 54:
Limit on assets	54.1 (1) The Minister may, by order, require a bank not to have average total assets in any three month period ending on the last day of a month subsequent to the month specified in the order exceeding the bank's average total assets in the three month period ending on the last day of the month immediately before the month specified in the order if the Minister is of the opinion that it is in the best interests of the financial system in Canada to do so, after having considered the Superintendent's opinion on
	(a) the nature and extent of the financial services activities carried out by entities affiliated with the bank; and
	(b) the impact that the nature and degree of supervision and regulation of those financial services activities have on the supervision and regulation of the bank.
Revocation of order	(2) If the Minister is of the opinion that the circumstances giving rise to the order have ceased to exist or have changed substantially, the Minister may, by further order, revoke the order.
Average total assets	(3) For the purposes of subsection (1), the average total assets of a bank in a three month period shall be computed by adding the total assets of the bank as calculated for the month end of each of the three months in the period and by dividing the sum by three.
Definition of ``total assets''	(4) For the purposes of subsections (1) and (3), ``total assets'', in respect of a bank, has the meaning given that expression by the regulations.
1997, c. 15, s. 6(1); 1999, c. 31, s. 9	58. Subsection 55(1) of the Act is replaced by the following:
Permission to subsidiary of foreign bank	55. (1) On the recommendation of the Superintendent, the Minister may, at the same time that an order is made approving the commencement and carrying on of business by a bank that is the subsidiary of a foreign bank, by further order, grant the subsidiary permission to
	(a) hold assets that banks are not otherwise permitted by this Act to hold if those assets consist of shares of a body corporate incorporated by or under an Act of Parliament or of the legislature of a province that, at the time application for letters patent incorporating the subsidiary was made, were held by the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary or any affiliate of that eligible foreign institution; and
	(b) hold assets that banks are not otherwise permitted by this Act to hold if, at the time application for letters patent incorporating the subsidiary was made, the assets were held by an affiliate of the eligible foreign institution, as defined in subsection 370(1), that is the holding body corporate of the subsidiary.
	Despite any other provision of this Act or the regulations, the subsidiary may act in accordance with that permission.
	59. Subsection 59(5) of the Act is replaced by the following:
Deemed share conditions	(5) If a right, other than a voting right, of a holder of a share with nominal or par value of a bank referred to in subsection (3) or a body corporate continued as a bank under this Act was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this subsection or the continuance under this Act, as the case may be, that right is deemed, after the coming into force of this Part or the continuance, as the case may be, to be the same right stated or expressed without reference to the nominal or par value of the share.
	60. Subsection 61(3) of the Act is replaced by the following:
Effective date	(3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2).
	61. (1) Subsection 79(1) of the Act is replaced by the following:
Declaration of dividend	79. (1) The directors of a bank may declare and a bank may pay a dividend by issuing fully paid shares of the bank or options or rights to acquire fully paid shares of the bank and, subject to subsections (4) and (5), the directors of a bank may declare and a bank may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
	(2) Section 79 of the Act is amended by adding the following after subsection (4):
When dividend not to be declared	(5) The directors of a bank shall not declare and a bank shall not pay a dividend in any financial year without the approval of the Superintendent if, on the day the dividend is declared, the total of all dividends declared by the bank in that year would exceed the aggregate of the bank's net income up to that day in that year and of its retained net income for the preceding two financial years.
	62. Subsection 93(1) of the French version of the Act is replaced by the following:
Relations avec le détenteur inscrit	93. (1) La banque ou le fiduciaire visé à l'article 294 peut, sous réserve des paragraphes 137(2) à (5) et des articles 138 à 141 et 145, considérer le détenteur inscrit d'une valeur mobilière comme la seule personne ayant qualité pour voter, recevoir des avis ainsi que les intérêts, dividendes ou autres paiements et exercer tous les droits et pouvoirs du propriétaire de la valeur mobilière.
	63. Section 138 of the Act is amended by adding the following after subsection (1):
Number of eligible votes	(1.1) A bank with equity of five billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.