This enactment is the fourth in a series of enactments drafted in the course of the harmonization of federal statutes by the Department of Justice of Canada as a result of the coming into force of the Civil Code of Québec in 1994, which substantially changed the concepts, institutions and terminology of civil law. It amends 52 statutes, including the Acts governing financial institutions — the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act and the Trust and Loan Companies Act — and other Acts including the Access to Information Act, the Financial Administration Act, the Interpretation Act and the Official Languages Act, in order to ensure that each language version takes into account the common law and the civil law.

His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; (représentant personnel)

proxy means a completed and executed or, in Quebec, signed 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; (procuration)

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

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

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

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 or mandatary 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; (souscripteur à forfait)

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires.‍ (proxyholder)

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur.‍ (trade)

• (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 document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien.‍ (real property)

Pouvoirs

15 (1) La banque a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

• (d) a person held out by the bank as a director, an officer, an employee or an agent or mandatary of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, an officer, an employee or an agent or mandatary; or

• (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank with actual or usual authority to issue the document is not valid or not genuine.

• (c) an existing cause of action, claim or liability to prosecution is unaffected;

• (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank at arm’s length within the meaning of that expression in the Income Tax Act, or

• (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the federal credit union at arm’s length within the meaning of that expression in the Income Tax Act, or

Gift, bequest or legacy

(3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share or membership share except in accordance with section 75.

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

• (d) evidence of a share, participation or other interest or right in or obligation of a bank,

but does not include a document evidencing a deposit or, in the case of a federal credit union, a membership share; (valeur mobilière ou certificat de valeur mobilière)

• (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Minors

94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the bank.

Transmission of securities

96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)‍(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)‍(a) delivers to the bank or its transfer agent the following documents, accompanied by any assurance the bank may require under section 127:

• (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by

  • (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will,

  • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

  • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)‍(a);

• (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate;

• (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters;

• (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

• (e) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)‍(a) that states the particulars of the transmission; and

• (f) the security certificate that was owned by the deceased holder

  • (i) in the case of a transfer to the person referred to in paragraph 93(2)‍(a), with or without the endorsement of that person, and

  • (ii) in the case of a transfer to any other person, endorsed in accordance with section 111.

Excepted transmissions

(2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)‍(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents:

• (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

Notice of defect

100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Limitation

(3) A purchaser acquires rights only to the extent of the interest or right purchased.

Warranties of securities broker

(5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

• e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

• (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

Effect of fiduciary failing to comply

114 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Transfer through clearing agency

(4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Interests or rights in fungible bulk

(5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Transfert ou gage équivaut à livraison

(6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

Inscription équivaut à acceptation de livraison

(7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

Non-inscription

(9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 126 à 133.

Résolution d’un transfert

(2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Seizure of security

124 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

No liability if good faith disposition

125 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a bank, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

• (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

• a) dans le cas du représentant nommé judiciairement et visé au paragraphe 96(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

• (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Rights and obligations

134 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Notice

135 Notice to one of the persons referred to in section 134 is notice to the issuer in respect of the functions performed by that person.

Immunité

(6) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

Immunité

(10) La coopérative de crédit fédérale ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition.

• (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Appointing proxyholder

156.‍02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

Execution or signature of proxy

(2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Required information

(4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

• (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Deposit of proxies

156.‍03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

Attendance at meeting

156.‍06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Exemplaires

(4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Cessation d’application du paragraphe (9)

(10) Le paragraphe (9) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté.

• (f.‍1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1);

• (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and

Immunité

(3) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément aux paragraphes (1) ou (2), la déclaration faite par un administrateur.

Maintien des droits

192.‍09 Les modifications des lettres patentes ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la coopérative de crédit fédérale, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

• (b) there were in the by-law a covenant under seal, or, in Quebec, a formal undertaking, on the part of each member, and the successors and assigns of the member, to conform to the by-law.

• (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank, an entity controlled by the bank or an entity in which the bank has a substantial investment;

Subrogation of director

(5) When a director of a bank pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

• (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

• (b) elsewhere in Canada, entitled to an assignment of the judgment.

Maintien des droits

222 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la banque, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Court enforcement

229.‍1 (1) If a bank or any director, any officer, any employee or any agent or mandatary of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Supplemental lists

(5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up.

When supplemental lists to be furnished

(6) A bank or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Protection of records

244 A bank and its agents or mandataries must take reasonable precautions to

Supplementary information

(6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent or mandatary to provide supplementary information setting out any changes made to the register.

When supplementary information to be provided

(7) A bank or its agent or mandatary must provide the supplementary information within

Agent or mandatary

250 A bank may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Destruction of certificates

254 A bank, its agent or mandatary or a trustee as defined in section 294 is not required to produce

Supplementary information

(6) A person who wishes to examine the members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent or mandatary to provide supplementary information setting out any changes made to the register.

When supplementary information to be provided

(7) A federal credit union or its agent or mandatary must provide the supplementary information within

Agent or mandatary

254.‍3 A federal credit union may appoint an agent or mandatary to maintain its members register and each of its branch members registers.

Cancelled membership share certificate

254.‍6 A federal credit union, its agent or mandatary or a trustee as defined in section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled.

Validity of unsealed documents

(2) A document executed or, in Quebec, signed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it.

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde.‍ (call)

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés.‍ (put)

• (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

• a) tous les actionnaires opposants dont la banque n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Pouvoirs du tribunal

(19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question.

• (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity,

offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

• a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 286b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal;

Pouvoirs du tribunal

291 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 289(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance.

• b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la banque pollicitée;

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a bank, under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness.‍ (acte de fiducie)

• (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank within the two years immediately preceding the firm’s proposed appointment as auditor of the bank, other than an affiliate that is a subsidiary of the bank acquired under section 472 or through a realization of security under section 473.

Right to information

324 (1) On the request of the auditor or auditors of a bank, the present or former directors, officers, employees or agents or mandataries of the bank must, to the extent that they are reasonably able to do so,

• (a) permit access to any records, assets and security held by the bank or any entity in which the bank has a substantial investment that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and

• (b) provide any information and explanations that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties.

• (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and

Court approval to discontinue

(2) An application made or an action brought or intervened in under subsection 334(1) or section 338 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

• b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

• d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la banque;

• (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the bank;

Notification of final accounts

(3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union.

• a) de joindre comme partie à l’instance chaque ancien actionnaire, ancien membre ou fondateur retrouvé par le demandeur;

agent means

• (a) in relation to His Majesty in right of Canada or of a province, an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of His Majesty in either of those rights, but does not include

  • (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person,

• (iii) the trustee of any trust for the administration of a fund to which His Majesty in either of those rights contributes and of which an official or entity that is an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province is a trustee, and

• (b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. (mandataire)

• (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• a) il y a eu disposition des actions ou des parts sociales ayant donné lieu à la contravention;

Reliance on information

406 A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in a declaration required by the directors under section 405 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 405, and no action lies against the bank or the person for anything done or omitted to be done in good faith in reliance on the information.

• (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 464(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or

• (a) the name of the person for whom a bank is acting as agent or mandatary under subsection (1); and

• (b) whether any commission is being earned by a bank when acting as agent or mandatary under subsection (1).

Prohibited activities

412 It is prohibited for a bank to act in Canada

• (a) as an executor or administrator of an estate or liquidator of a succession;

• (b) as a trustee for a trust;

• (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

• (d) in any capacity similar to the capacities mentioned in paragraph (c).

Deposits less than $150,000

413.‍2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)‍(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Regulations

(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Restriction on leasing

417 A bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 464(1), is not permitted to engage.

Restriction on mortgages or hypothecs

418 (1) A bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

• (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the bank may make a loan is established;

• (d) a loan secured by a mortgage or hypothec if

  • (i) the mortgage or hypothec is taken back by the bank on a property disposed of by the bank, including when the disposition is by way of a realization of a security interest, and

  • (ii) the mortgage or hypothec secures payment of an amount payable to the bank for the property.

Restriction on receivers or sequestrators

420 A bank must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the bank.

bateau de pêche Navire ou vaisseau ou tout autre genre de bateau destiné à la pêche, ainsi que les engins, appareils et dispositifs destinés à l’armement du bateau et en faisant partie, ou toute part ou tout intérêt partiel dans celui-ci.‍ (fishing vessel)

• (a) any receipt given by any person for goods, wares and merchandise in the person’s actual, visible and continued possession as a bailee or depositary in good faith and not as an owner,

• (b) receipts given by any person who is the owner or keeper of a harbour, cove, pond, wharf, yard, warehouse, shed, storehouse or other place for the storage of goods, wares and merchandise, for goods, wares and merchandise delivered to the person as a bailee or depositary, and actually in the place or in one or more of the places owned or kept by the person, whether or not that person is engaged in other business,

• (e) receipts given by any person for any hydrocarbons received by the person as a bailee or depositary, whether the person’s obligation to restore requires delivery of the same hydrocarbons or may be satisfied by delivery of the same quantity of hydrocarbons of the same or a similar grade or kind. (récépissé d’entrepôt)

Prêts sur hydrocarbures et substances minérales

426 (1) La banque peut consentir des prêts ou des avances garantis soit par un ou plusieurs des biens ci-après, soit par des droits ou intérêts relatifs à l’un de ces biens, que la garantie ait été fournie par l’emprunteur, une caution ou une tierce personne :

• (c) the entire or partial estate or interest of any person, or the right or share of a right of any person, including an immovable real right, in or to those hydrocarbons or minerals, rights, licences, permits and lands, and

Security

(2) Security under this section may be given by signature and delivery to the bank, by or on behalf of the person giving the security, of an instrument or act in the prescribed form or in a form of similar effect, and affects the property described in the instrument or act giving the security

• (a) of which the person giving the security is the owner at the time of the delivery of the instrument or act, or

• (b) of which that person becomes the owner at any time after the delivery of the instrument or act and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery,

Rights under security

(3) Any security given under this section vests in the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, full power, right and authority, through its officers, its employees or its agents or mandataries, in the event of

tous les pouvoirs — en sus et sans préjudice des autres pouvoirs qui lui sont dévolus — pour prendre, à sa convenance, toutes les mesures ci-après ou certaines d’entre elles, à savoir : prendre possession de la totalité ou d’une partie des biens affectés à la garantie ou les saisir, les prendre en charge, en assurer l’entretien, les utiliser, les exploiter et, sous réserve de toute autre loi qui en régit la propriété et la disposition et de ses règlements, les vendre selon qu’elle le juge à propos.

Priority of bank’s rights

(7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all interests or rights subsequently acquired in, on or in respect of the property and over the claim of any holder of a mechanics’ lien or construction legal hypothec, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Exception

(7.‍1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that lien, that prior claim, that right of retention or that security interest.

Priorité des droits de la banque

(8) Les droits et pouvoirs de la banque concernant les biens visés par une garantie donnée conformément au présent article ne priment pas les droits ou intérêts acquis sur ces biens, sauf si :

• a) avant l’enregistrement de ces droits ou intérêts,

• (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of it,

• (c) an original of the instrument or act giving the security,

• (d) a copy of the instrument or act giving the security, certified by an officer or employee of the bank to be a true copy, or

Exception

(10) Les paragraphes (8) et (9) ne s’appliquent pas si la loi provinciale en cause ne permet pas l’enregistrement ou le dépôt du document présenté ou si les lois fédérales régissant la propriété et la disposition du bien qui fait l’objet d’une garantie donnée en vertu du présent article ne prévoient pas, par un renvoi exprès au présent article, l’enregistrement ou le dépôt du document présenté.

• (b) of which that person becomes the owner at any time after the delivery of the document and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery,

• a first and preferential lien and claim on the property for the sum secured and interest, and in the case of a crop before and after the severance from the soil, harvesting or threshing of the crop, and, in addition, the same rights and powers in respect of the property as if the bank had acquired a warehouse receipt or bill of lading in which the property was described, and all rights and powers of the bank subsist even if the property is affixed to real property or immovables and even if the person giving the security is not the owner of the real property or immovables,

Power of bank to take possession, etc.

(3) If security on any property is given to a bank under any of paragraphs (1)‍(c) to (p), the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, has full power, right and authority, through its officers, its employees or its agents or mandataries, in the case of

• e) tentative, sans le consentement de la banque, de disposition des biens affectés à la garantie,

to take possession of or seize the property covered by the security, and in the case of aquacultural stock growing or produced in the aquaculture operation or a crop growing or produced on the farm, to care for it and, if applicable, to harvest it or thresh the grain from it, and in the case of livestock or aquatic plants and animals, to care for them, and has the right and authority to enter on any land, premises or site whenever necessary for any of those purposes and to detach and remove the property covered by the security, exclusive of wiring, conduits or piping incorporated in a building, from any real property or immovable to which it is affixed.

• (a) the rights and powers of the bank in respect of property covered by the security are void as against or, in Quebec, may not be set up against, creditors of the person giving the security and persons who, subsequently and in good faith, purchase, or take a mortgage or hypothec on, the property covered by the security unless a notice of intention signed by or on behalf of the person giving the security was registered in the appropriate agency not more than three years immediately before the security was given;

Priority of bank’s rights

428 (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all interests or rights subsequently acquired in, on or in respect of that property, and over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Exception

(2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that lien, that prior claim, that right of retention or that security interest.

Registration required

(3) If security has been given to a bank on property under paragraph 427(1)‍(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)‍(d) or (n) consisting of agricultural equipment, under paragraph 427(1)‍(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)‍(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)‍(p) consisting of forestry equipment that is or has become affixed to real property or an immovable, the rights and powers of the bank do not have priority over any interest or right acquired in, on or in respect of the real property or immovable after that property has become affixed to it, unless, prior to

• a) l’enregistrement de ces droits ou intérêts,

• (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of the interest or right,

Procedure for registering

(4) Every registrar or officer in charge of the proper land registry or land titles office to whom a document mentioned in paragraph (3)‍(c), (d) or (e) is tendered must register or file the document according to the ordinary procedure for registering or filing within that office documents that evidence liens or charges against, or cautions, caveats or memorials in respect of claims to, interests in or rights in respect of, real property or immovables and subject to payment of the applicable fees, but subsection (3) and this subsection do not apply if provincial law does not permit the registration or filing of the tendered document.

• and the proceeds of the sale of livestock, after deducting all expenses incurred by the bank and all expenses of seizure and sale, must be first applied to satisfy liens or pledges or movable hypothecs having priority over the security given to the bank and for which claims have been filed with the person making the sale, and the balance must be applied in payment of the debt, liability, loan or advance, with interest and the surplus, if any, returned to the person by whom the security was given.

Loans to receiver, liquidator, etc.

430 A bank may lend money and make advances to a receiver, receiver and manager or sequestrator, a liquidator appointed under any winding-up Act, or a custodian, interim receiver or trustee under the Bankruptcy and Insolvency Act, if they have been duly authorized to borrow, and, in making the loan or advance and at any subsequent time the bank may take security from them, with or without personal liability, up to the amount and on the property that may be directed or authorized by any court of competent jurisdiction.

Rights in respect of property

432 The rights, powers and privileges that a bank is by this Act declared to have, or to have had, in respect of real property or immovables on which it has taken security, are held and possessed by it in respect of any personal property or movables on which it has taken security.

• (b) by a mortgagee or hypothecary creditor or other encumbrancer, having priority over a mortgage or hypothec or other encumbrance held by the bank, or

• (c) by the bank under a power of sale given to it for that purpose, notice of the sale by auction to the highest bidder having been first given by advertisement for four weeks in a newspaper published in the county or electoral district in which the real property or immovable is situated,

in cases in which, under similar circumstances, an individual could do, without any restriction as to its value, and may acquire it as any individual, purchasing at a sheriff’s sale or sale for taxes or under a power of sale, in like circumstances could do, and may take, have, hold and dispose of it.

Real property or immovable

434 (1) A bank may acquire and hold an absolute title in or to real property or ownership of an immovable affected by a mortgage or hypothec securing a loan or an advance made by the bank or a debt or liability to the bank, by obtaining a release of the equity of redemption in the mortgaged property, procuring a foreclosure or taking the immovable in payment, or by other means by which, as between individuals, an equity of redemption can, by law, be barred, or a transfer of title to real property or ownership of an immovable can, by law, be effected, and may purchase and acquire any prior mortgage, hypothec or charge on the real property or immovable.

No act or law to prevent

(2) Nothing in any charter, Act or law is to be construed as ever having been intended to prevent or as preventing a bank from acquiring and holding an absolute title to and in any mortgaged real property or ownership of any hypothecated immovable, whatever its value, or from exercising or acting on any power of sale contained in any mortgage or hypothec given to or held by the bank authorizing or enabling it to sell or convey the mortgaged real property or hypothecated immovable.

Application du paragraphe (3)

(4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Transmission in case of death

460 (1) If the transmission of a debt owing by a bank by reason of a deposit, of property held by a bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the bank of the following is sufficient justification and authority for giving effect to the transmission:

• (a) an affidavit or declaration in writing that is in a form satisfactory to the bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

• (b) one of the following documents:

  • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

  • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

• (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. (avis d’exécution)

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities.‍ (prêt ou emprunt)

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

• (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

• (a) acting as an agent or provider of brokerage services for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and

• (b) the provision of consulting or appraisal services in respect of real property or immovables. (courtier immobilier)

• b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

• (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

• (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. (entité s’occupant de crédit-bail)

• (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 479(a) to be an interest in real property; or

• (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables;

Exception

(3.‍1) Malgré l’alinéa (3)a), la banque peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Interests in Real Property

Limit

• (b) make an improvement to real property or an immovable in respect of which the bank or any of its prescribed subsidiaries has an interest in real property

• (j) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or

• k) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 494(4).

Definition of loan

(3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Titre ou valeur mobilière d’un apparenté

(4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

• (b) the loan is a loan permitted by section 418 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Asset transactions with financial institutions

(3) Despite any of the provisions of subsections (1) and (2), a bank may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the bank that is a financial institution.

Opérations dans le cadre d’une restructuration

(4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la banque peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Approbation

(6) La banque peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 236.

Reliance on information

(2) A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in any disclosure received by the bank under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the bank or the person for anything done or omitted in good faith in reliance on the information.

leasing activities means

• (a) the financial leasing of personal property or movables and the related activities that a financial leasing entity may engage in; and

• (b) all other leasing of personal property or movables.‍ (activités de location)

• (g) engaging in any activity referred to in paragraphs (a) to (f) as an agent or mandatary for another entity referred to in any of those paragraphs or in any of paragraphs 468(1)‍(a) to (j); or

Nominee or agent or mandatary

(2) For the purposes of this Part, a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the foreign bank acting in that capacity.

Nominee or agent or mandatary

(3) For the purposes of this Part, an entity associated with a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the entity associated with the foreign bank acting in that capacity.

• (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables;

• (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for

• (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or

Exception

(3) Paragraph (1)‍(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.‍22(1)‍(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for

Exception

(2.‍1) Malgré l’alinéa (2)a), la banque étrangère ou l’entité liée à une banque étrangère peut acquérir ou détenir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

• (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• a) elle a déposé au Canada des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale :

Contrat de dépôt

(4) Les éléments d’actif visés au paragraphe (3) doivent être déposés auprès d’une institution financière canadienne agréée par le surintendant conformément aux termes d’un contrat de dépôt préalablement approuvé par celui-ci.

• (b) subject to the regulations, act as an agent or mandatary for any person in the taking of deposit liabilities; or

• (d.‍1) respecting circumstances in which and the conditions under which an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) may act as agent or mandatary for any person in the taking of deposit liabilities; and

• (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, an entity in which a bank is permitted to acquire a substantial investment under section 468 or a Canadian entity acquired or held under section 522.‍08 and enter into an arrangement with any person in respect of the provision of that service; or

• (a) the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); and

• (b) whether any commission is being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1).

Prohibited activities

544 It is prohibited for an authorized foreign bank to act in Canada

• (a) as an executor or administrator of an estate or liquidator of a succession;

• (b) as a trustee for a trust;

• (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

• (d) in any capacity similar to the capacities mentioned in paragraph (c).

Deposits less than $150,000

546 (1) Subject to the regulations, an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Regulations

(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, an authorized foreign bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Restriction on leasing

550 An authorized foreign bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity as defined in subsection 464(1) is not permitted to engage.

Restriction on mortgages or hypothecs

551 (1) An authorized foreign bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

• (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the authorized foreign bank may make a loan is established;

• (d) a loan secured by a mortgage or hypothec if

  • (i) the mortgage or hypothec is taken back by the authorized foreign bank on a property disposed of by it, including when the disposition is by way of a realization of a security interest, and

  • (ii) the mortgage or hypothec secures payment of an amount payable to the authorized foreign bank for the property.

Restriction

553 An authorized foreign bank must not, in respect of its business in Canada, grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or of the business of the authorized foreign bank.

Application du paragraphe (3)

(4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque étrangère autorisée en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Transmission in case of death

577 (1) If the transmission of a debt owing by an authorized foreign bank by reason of a deposit, of property held by an authorized foreign bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the authorized foreign bank of the following is sufficient justification and authority for giving effect to the transmission:

• (a) an affidavit or declaration in writing that is in a form satisfactory to the authorized foreign bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

• (b) one of the following documents:

  • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

  • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

• (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision.‍ (avis d’exécution)

Dépôt obligatoire

Dépôts de certains éléments d’actif

582 (1) La banque étrangère autorisée doit de façon constante avoir en dépôt au Canada auprès d’une institution financière canadienne agréée par le surintendant des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale :

Contrat de dépôt

(2) Les éléments d’actif visés au paragraphe (1) doivent être conservés conformément aux termes d’un contrat de dépôt préalablement approuvé par le surintendant.

• (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.‍15.

Right to information

593 (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or agents or mandataries of the authorized foreign bank must, to the extent that they are reasonably able to do so,

• (a) permit access to any records, assets and security held by the authorized foreign bank or any entity in which the authorized foreign bank has a substantial investment under Part XII that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

• (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

• a) exiger que, selon les modalités qu’il fixe, la banque dépose au Canada des éléments d’actif d’un genre et d’une valeur qu’il précise;

optional product or service means a product or service that is provided in Canada by an institution, an affiliate that the institution controls or an agent or mandatary or a representative of the institution or affiliate, for an additional charge, as a supplement to another product or service that is offered or provided by the institution.‍ (produit ou service optionnel)

Arrangements with affiliates, etc.

627.‍15 An institution shall not enter into any arrangement or otherwise cooperate with any of its representatives, its agents or mandataries or its other intermediaries, with any of its affiliates that are controlled by a bank or a bank holding company and that are a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, the agents or mandataries or the other intermediaries of such an affiliate to sell or further the sale of a product or service of the institution or the affiliate unless

• (a) the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to institutions, as if they were an institution, to the extent that those provisions are applicable to their activities;

• (c) the employees of the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be,

  • (i) may report particulars under subsection 979.‍2(1) to the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate as if they were an employee of a bank, and

• (d) the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be, complies with section 979.‍4 as if they were a bank.

Intermediary for another entity

627.‍16 If an institution is acting in the capacity of a representative, an agent or mandatary or other intermediary for another entity in respect of a product or service provided by the entity, the institution shall ensure that an agreement in respect of that product or service complies with the prescribed requirements.

• (a) is secured by a mortgage on real property or a hypothec on an immovable; or

• (a) in the case of a loan for a fixed amount, other than a loan that is secured by a mortgage on real property or a hypothec on an immovable,

Renewal of mortgages

627.‍31 If a natural person enters into a credit agreement other than for business purposes with an institution for a loan that is secured by a mortgage on real property or a hypothec on an immovable and that is to be renewed on a specified day,

Resource person

627.‍58 Subject to the regulations, an institution shall, before entering into an agreement with a person by electronic means or by mail in respect of a product or service in Canada, provide the person with the local or toll-free telephone number of a natural person who is an employee or an agent or mandatary of the institution and who is knowledgeable about the terms and conditions of the agreement.

Renewal or rollover

627.‍6 (1) If an institution enters into an agreement with a natural person other than for business purposes in respect of a product or service in Canada — other than a loan that is secured by a mortgage on real property or a hypothec on an immovable — and the agreement provides that the product or service may be renewed or that, after the end of the term of the product or service, a new product or service may be provided to the person without a further agreement being entered into, the institution shall disclose to the person the information set out in subsection (2),

Mortgage or Hypothecary Insurance

Regulations

627.‍998 The Governor in Council may make regulations respecting any matters involving an institution’s dealings, or the dealings of its employees, its representatives, its agents or mandataries or its other intermediaries, with customers or the public, any matters involving products or services that are the subject of those dealings and any matters involving an institution that is acting in the capacity of a representative, an agent or mandatary or other intermediary for another entity, including regulations

• (b) respecting the training of an institution’s employees, its representatives, its agents or mandataries or its other intermediaries;

• (f) respecting the names of positions to be used by an institution’s employees, its representatives, its agents or mandataries or its other intermediaries in their dealings with customers or the public;

• a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Pouvoirs

664 (1) La société de portefeuille bancaire a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

• (d) a person held out by the bank holding company as a director, an officer, an employee or an agent or mandatary of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, an officer, an employee or an agent or mandatary; or

• (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank holding company with actual or usual authority to issue the document is not valid or not genuine.

• (c) an existing cause of action, claim or liability to prosecution is unaffected;

• (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act, or

Gift, bequest or legacy

(3) A bank holding company may accept from any shareholder a share of the bank holding company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 718.

Immunité

(6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

• (f.‍1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1);

• (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

Immunité

(2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

• (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank holding company, an entity controlled by the bank holding company or an entity in which the bank holding company has a substantial investment;

Subrogation of director

(5) When a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

• (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

• (b) elsewhere in Canada, entitled to an assignment of the judgment.

Court enforcement

810 (1) If a bank holding company or any director, any officer, any employee or any agent or mandatary of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Supplemental lists

(5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

When supplemental lists to be furnished

(6) A bank holding company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Protection of records

821 A bank holding company and its agents or mandataries must take reasonable precautions to

Supplementary information

(6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent or mandatary to provide supplementary information setting out any changes made to the register.

When supplementary information to be provided

(7) A bank holding company or its agent or mandatary must provide the supplementary information within

Agent or mandatary

827 A bank holding company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Destruction of certificates

831 A bank holding company, its agent or mandatary or a trustee as defined in section 294 is not required to produce

Validity of unsealed documents

(2) A document executed or, in Quebec, signed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it.

• (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank holding company within the two years immediately preceding the firm’s proposed appointment as auditor of the bank holding company, other than an affiliate that is a subsidiary of the bank holding company acquired under section 934 or through a realization of security under section 935.

Right to information

856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents or mandataries of the bank holding company must, to the extent that they are reasonably able to do so,

• (a) permit access to any records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

• (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

• (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank holding company has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

• (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or

• (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in.

• a) il y a eu disposition des actions ayant donné lieu à la contravention;

Reliance on information

920 A bank holding company and any person who is a director, an officer, an employee or an agent or mandatary of the bank holding company may rely on any information contained in a declaration required by the directors under section 919 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 919, and no action lies against the bank holding company or the person for anything done or omitted to be done in good faith in reliance on the information.

• (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or

• (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables;

Exception

(3.‍1) Malgré l’alinéa (3)a), la société de portefeuille bancaire peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Interests in Real Property

Limit

• (b) make an improvement to real property or an immovable in respect of which the bank holding company or any of its prescribed subsidiaries has an interest in real property

• a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Liability of officers, directors, etc.

986 If an entity commits an offence under this Act, any director, any officer, any agent or mandatary or any principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 985(1)‍(a) for the offence, whether or not the entity has been prosecuted or convicted.

Compliance or restraining order — bank

989 (1) If a bank or a bank holding company or any director, any officer, any employee or any agent or mandatary of one does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that person has, apply to a court for an order directing the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

Compliance or restraining order — authorized foreign bank

(2) If an authorized foreign bank or any of its directors, its officers, its employees or its agents or mandataries does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.‍1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that person has, apply to a court for an order directing the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the authorized foreign bank, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

Compliance or restraining order — consumer provisions

(3) If a bank or an authorized foreign bank or any director, any officer, any employee or any agent or mandatary of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; (représentant personnel)

proxy means a completed and executed or, in Quebec, signed 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; (procuration)

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

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

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

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 or mandatary 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; (souscripteur à forfait)

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires.‍ (proxyholder)

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur.‍ (trade)

• (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 document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien.‍ (real property)

Pouvoirs

16 (1) L’association a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

• (d) a person held out by the association as a director, an officer, an employee or an agent or mandatary of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, an officer, an employee or an agent or mandatary; or

• (e) a document issued by any director, any officer, any employee or any agent or mandatary of the association with actual or usual authority to issue the document is not valid or not genuine.

• (c) an existing cause of action, claim or liability to prosecution is unaffected;

• (b) there were in the by-law a covenant under seal, or, in Quebec, a formal undertaking, on the part of each member, and the successors and assigns of the member, to conform to the by-law.

Conditions for resolution

(2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or mandatary or by a counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it.

Lien, charge or right of retention

51 Unless the by-laws provide otherwise, if a member is indebted to an association, the membership shares and deposits recorded in the name of the member and any dividends payable to them are subject to a lien or, in Quebec, a charge or a right of retention in favour of the association to the extent of the debt.

• (f) that the membership shares represented by the certificate may be subject to a lien or, in Quebec, a charge or a right of retention in favour of the association for indebtedness to the association.

• (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or shares of or another interest or right in any prescribed entity, or

Gift, bequest or legacy

(3) An association may accept any membership share or share of the association surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 82.

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

• (d) evidence of a share, participation or other interest or right in or obligation of an association,

but does not include a document evidencing a deposit or a membership share; (valeur mobilière, titre ou certificat de valeur mobilière)

• (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Minors

101 If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the association.

Transmission of securities

103 (1) Subject to the provisions of Part VIII and any applicable law relating to the collection of taxes, a person referred to in paragraph 100(2)‍(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 100(2)‍(a) delivers to the association or its transfer agent the following documents, accompanied by any assurance the association may require under section 134:

• (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by

  • (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will,

  • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

  • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 100(2)‍(a);

• (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate;

• (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters;

• (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

• (e) an affidavit or declaration of transmission made by the person referred to in paragraph 100(2)‍(a) that states the particulars of the transmission; and

• (f) the security certificate that was owned by the deceased holder

  • (i) in the case of a transfer to the person referred to in paragraph 100(2)‍(a), with or without the endorsement of that person, and

  • (ii) in the case of a transfer to any other person, endorsed in accordance with section 118.

Excepted transmissions

(2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)‍(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VIII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the association or its transfer agent the following documents:

• (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

Notice of defect

107 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Limitation

(3) A purchaser acquires rights only to the extent of the interest or right purchased.

Warranties of securities broker

(5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

• e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

• (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

Effect of failure by fiduciary to comply

121 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Transfer through clearing agency

(4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Interests or rights in fungible bulk

(5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Transfert ou gage équivaut à livraison

(6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

Inscription équivaut à acceptation de livraison

(7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

Non-inscription

(9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 133 à 140.

Résolution d’un transfert

(2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Seizure of security

131 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

No liability if good faith disposition

132 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

• (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

• a) dans le cas du représentant nommé judiciairement et visé au paragraphe 103(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

• (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Rights and obligations

141 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Notice

142 Notice to one of the persons referred to in section 141 is notice to the issuer in respect of the functions performed by that person.

Immunité

(4) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément au présent article.

• (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Appointing proxyholder

166.‍02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

Execution or signature of proxy

(2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

Required information

(4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

• (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so

Deposit of proxies

166.‍03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

Attendance at meeting

166.‍06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them.

Exemplaires

(4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

• (h) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country.

Immunité

(3) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

• (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the association, an entity controlled by the association or an entity in which the association has a substantial investment;

Subrogation of director

(5) When a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

• (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

• (b) elsewhere in Canada, entitled to an assignment of the judgment.

Maintien des droits

225 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager l’association, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Court enforcement

232.‍1 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Supplemental lists

(5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

When supplemental lists to be furnished

(6) An association or its agent or mandatary must provide a supplemental list of members or shareholders required under subsection (5)

Protection of records

241 An association and its agents or mandataries must take reasonable precautions to

Supplementary information

(6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent or mandatary to provide supplementary information setting out any changes made to the register.

When supplementary information to be provided

(7) An association or its agent or mandatary must provide the supplementary information within

Agent or mandatary

246 An association may appoint an agent or mandatary to maintain its central securities register.

Destruction of certificates

249 An association, its agent or mandatary or a trustee as defined in section 278 is not required to produce

Validity of unsealed documents

(2) A document executed or, in Quebec, signed on behalf of an association is not invalid merely because a corporate seal is not affixed to it.

option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde.‍ (call)

option de vente Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés.‍ (put)

• (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity;

trust indenture means any deed, indenture or other instrument or act, including any supplement or amendment made to it by an association, under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. (acte de fiducie)

• (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any member that is a central cooperative credit society or of any subsidiary of the association within the two years immediately preceding the person’s proposed appointment as auditor of the association, other than a subsidiary of the association acquired under section 394 or through a realization of security under section 395.

Right to information

308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents or mandataries of the association must, to the extent that they are reasonably able to do so,

• (a) permit access to any records, assets and security held by the association or any entity in which the association has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

• (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties.

• (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the association has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and

Court approval to discontinue

(2) An application made or an action brought or intervened in under subsection 318(1) or section 322 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

• b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer;

• d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de l’association;

• (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the association;

Notification of final accounts

(3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 333, to each member or shareholder of the association and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation.

• a) de joindre comme partie à l’instance chaque ancien associé ou actionnaire retrouvé par le demandeur;

Reliance on information

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

• (a) hold, manage and otherwise deal with real property or immovables;

• (a) act as agent or mandatary for any entity referred to in paragraph 375(1)‍(a), any member of a cooperative credit society or, if the association is a retail association, any other person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 386(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or

Prohibited activities

378 It is prohibited for an association to act in Canada

• (a) as an executor or administrator of an estate or liquidator of a succession;

• (b) as a trustee for a trust;

• (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or

• (d) in any capacity similar to the capacities mentioned in paragraph (c).

Deposits less than $150,000

378.‍3 (1) Subject to the regulations, a retail association referred to in paragraph 378.‍1(1)‍(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Regulations

(3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada.

Restriction on leasing

382 An association must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity, as defined in subsection 386(1), is not permitted to engage.

Restriction on mortgages or hypothecs

382.‍1 (1) A retail association must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan.

• (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the association may make a loan is established;

• (d) a loan secured by a mortgage or hypothec if

  • (i) the mortgage or hypothec is taken back by the association on a property disposed of by the association, including when the disposition is by way of a realization of a security interest, and

  • (ii) the mortgage or hypothec secures payment of an amount payable to the association for the property.

Restriction on receivers or sequestrators

384 An association must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the association.

Application du paragraphe (1)

(2) Le paragraphe (1) s’applique que la fiducie soit expresse ou par effet de la loi et s’applique même si l’association en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué.

Rebate of borrowing costs

385.‍15 (1) If a retail association makes a loan in respect of which the disclosure requirements of section 385.‍16 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the association must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan.

Renewal statement

385.‍19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.‍16 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable the association must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

• (a) secured by a mortgage on real property or a hypothec on an immovable; or

Transmission in case of death

385.‍3 (1) If the transmission of a debt owing by a retail association by reason of a deposit, of property held by a retail association as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the association of the following is sufficient justification and authority for giving effect to the transmission:

• (a) an affidavit or declaration in writing that is in a form satisfactory to the association, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and

• (b) one of the following documents:

  • (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or

  • (ii) if the claim is based on a notarial will, an authentic copy of the notarial will.

• (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or

enforcement notice means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision.‍ (avis d’exécution)

loan includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities.‍ (prêt ou emprunt)

• (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

• (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or

• (B) the real property or immovable is not residential property and

  • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and

  • (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

• (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if

• (A) the real property or immovable is residential property and

  • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and

  • (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, or

• (B) the real property or immovable is not residential property and

  • (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired,

• (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank,

financial leasing entity means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not

• (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased;

• (a) acting as an agent or provider of brokerage services for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and

• (b) the provision of consulting or appraisal services in respect of real property or immovables. (courtier immobilier)

• (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

• b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. (mutual fund entity)

• (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or

• (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations.‍ (entité s’occupant de crédit-bail)

• (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 403(a) to be an interest in real property; or

Exception

(3.‍1) Malgré l’alinéa (3)a), l’association peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies :

Interests in Real Property

Limit

• (e) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or

• f) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 418(3.‍1).

Meaning of loan

(3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee.

Titre ou valeur mobilière d’un apparenté

(4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés.

• (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party.

Asset transactions with financial institutions

(3) Despite any of the provisions of subsections (1) and (2), an association may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the association that is a financial institution.

Opérations dans le cadre d’une restructuration

(3.‍1) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, l’association peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur.

Approbation

(5) L’association peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 233.‍5.

Reliance on information

(2) An association and any person who is a director, an officer, an employee or an agent or mandatary of the association may rely on any information contained in any disclosure received by the association under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the association or the person for anything done or omitted in good faith in reliance on the information.

• a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée;

Liability of officers, directors, etc.

467 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 466(1)‍(a) for the offence, whether or not the entity has been prosecuted or convicted.

Compliance or restraining order

469 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that person has, apply to a court for an order directing the association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the association, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit.

Compliance or restraining order — consumer provisions

(2) If a retail association or any director, any officer, any employee or any agent or mandatary of a retail association does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the retail association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the retail association, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

fiduciary means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; (représentant)

personal representative means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney; (représentant personnel)

proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; (procuration)

residential property means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; (immeuble résidentiel)

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

beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; (véritable propriétaire et propriété effective)

form of proxy means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; (formulaire de procuration)

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 or mandatary 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; (souscripteur à forfait)

fondé de pouvoir Personne nommée par procuration pour assister et agir au nom de l’actionnaire ou du souscripteur ou, dans le cas d’une société de secours, du membre aux assemblées des actionnaires, des souscripteurs ou des membres.‍ (proxyholder)

opération En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur.‍ (trade)

• (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 document evidencing a deposit with a financial institution, and

immovable includes the rights of a lessee in respect of an immovable; (immeuble)

bien réel Est assimilé à un bien réel l’intérêt à bail sur un tel bien.‍ (real property)

Biens

(3) La branche d’assurance qui couvre la perte de biens ou le dommage causé à ceux-ci couvre également les pertes d’usage, d’occupation, de loyers et de bénéfices en résultant.

Assurance de responsabilité

(4) Sauf mention expresse à l’annexe, l’assurance de responsabilité soit pour blessures corporelles ou décès, soit pour perte de biens ou dommage causé à ceux-ci est exclue.

Pouvoirs

15 (1) La société ou la société de secours — ci-après appelées dans la présente partie, sauf indication contraire, la société — a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne.

• (d) a person held out by the company or society as a director, an officer, an employee or an agent or mandatary of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, an officer, an employee or an agent or mandatary; or

• (e) a document issued by any director, any officer, any employee or any agent or mandatary of the company or society with actual or usual authority to issue the document is not valid or not genuine.

• (c) an existing cause of action, claim or liability to prosecution is unaffected;

• (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act, or

Gift, bequest or legacy

(3) A company may accept from any shareholder a share of the company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 79.

adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; (opposition)

purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; (acquéreur)

• (d) evidence of a share, participation or other interest or right in or obligation of a company,

• (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

Minors

98 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the company.

Transmission of securities

100 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 97(2)‍(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 97(2)‍(a) delivers to the company or its transfer agent the following documents, accompanied by any assurance the company may require under section 131:

• (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by

  • (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will,

  • (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or

  • (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 97(2)‍(a);

• (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate;

• (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters;

• (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province;

• (e) an affidavit or declaration of transmission made by the person referred to in paragraph 97(2)‍(a) that states the particulars of the transmission; and

• (f) the security certificate that was owned by the deceased holder

  • (i) in the case of a transfer to the person referred to in paragraph 97(2)‍(a), with or without the endorsement of that person, and

  • (ii) in the case of a transfer to any other person, endorsed in accordance with section 115.

Excepted transmissions

(2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)‍(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents:

• (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder.

Notice of defect

104 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice.

Limitation

(3) A purchaser acquires rights only to the extent of the interest or right purchased.

Warranties of securities broker

(5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.

• e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a);

• (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary.

Effect of failure by fiduciary to comply

118 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Transfer through clearing agency

(4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by

Interests or rights in fungible bulk

(5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security.

Transfert ou gage équivaut à livraison

(6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage.

Inscription équivaut à acceptation de livraison

(7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession.

Non-inscription

(9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 130 à 137.

Résolution d’un transfert

(2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1).

Seizure of security

128 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security.

No liability if good faith disposition

129 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities.

• (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

• a) dans le cas du représentant nommé judiciairement et visé au paragraphe 100(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière;

• (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Rights and obligations

138 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

Notice

139 Notice to one of the persons referred to in section 138 is notice to the issuer in respect of the functions performed by that person.

Immunité

(6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3).

• (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

Appointing proxyholder

164.‍01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

Execution or signature of proxy

(2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so.

Required information

(4) A form of proxy must indicate, in boldface type, that the shareholder or policyholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so.

• (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so

Deposit of proxies

164.‍02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent.

Time for deposit of proxies

(2) The time specified for the deposit of proxies must not precede the meeting or the continued meeting by more than

• (a) 48 hours, excluding Saturdays and holidays, in the case of forms of proxy executed or, in Quebec, signed by shareholders; and

• (b) 10 days, in the case of forms of proxy executed or, in Quebec, signed by policyholders.

Attendance at meeting

164.‍05 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder or policyholder who appointed them.

Exemplaires

(4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a).

Cessation d’application du paragraphe (8)

(9) Le paragraphe (8) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté.

• (f.‍1) a person who is an officer, a director, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 406.‍1;

• (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and

Immunité

(2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur.

• (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the company, an entity controlled by the company or an entity in which the company has a substantial investment;

Subrogation of director

(5) When a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is

• (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

• (b) elsewhere in Canada, entitled to an assignment of the judgment.

Maintien des droits

244 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties.

Court enforcement

251.‍1 (1) If a company or society, or any director, any officer, any employee or any agent or mandatary of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, the officer, the employee or the agent or mandatary, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction;

Supplemental lists

(5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

When supplemental lists to be furnished

(6) A company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5)

Protection of records

267 A company and its agents or mandataries must take reasonable precautions to

Supplementary information

(6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent or mandatary to provide supplementary information setting out any changes made to the register.

When supplementary information to be provided

(7) A company or its agent or mandatary must provide the supplementary information within

Agent or mandatary

273 A company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers.

Destruction of certificates

277 A company, its agent or mandatary or a trustee as defined in section 317 is not required to produce

Validity of unsealed documents

(2) A document executed or, in Quebec, signed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.