S-5 1 41 60 Elizabeth II 2011

An Act to amend the law governing financial institutions and to provide for related and consequential matters

Financial System Review Act

Financial Institutions 2012 3 29 5 2012 90634

SUMMARY

This enactment amends a number of Acts governing financial institutions. It also amends legislation related to the regulation of financial institutions. Notable among the amendments are the following:

(

a) amendments to the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act and the Trust and Loan Companies Act aimed at reinforcing stability and fine-tuning the consumer-protection framework; and

(

b) technical amendments to the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act , the Trust and Loan Companies Act , the Bank of Canada Act , the Canada Deposit Insurance Corporation Act , the Canadian Payments Act , the Winding-up and Restructuring Act , the Office of the Superintendent of Financial Institutions Act , the Payment Clearing and Settlement Act and the Financial Consumer Agency of Canada Act .

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

SHORT TITLE

Short title

This Act may be cited as the Financial System Review Act .

PART 1

1991, c. 46

BANK ACT

2001, c. 9, s. 35(7)

(1) The definition consumer provision in

section 2 of the Bank Act is replaced by the following:

consumer provision

disposition visant les consommateurs

consumer provision means a provision referred to in paragraph (

a) or ( a.1 ) of the definition consumer provision in

section 2 of the Financial Consumer Agency of Canada Act ;

2001, c. 9, s. 35(5)

(2) The portion of the definition banque étrangère in

section 2 of the French version of the Act after paragraph (

g) is replaced by the following:

Sont exclues de la présente définition les filiales des banques figurant à l’annexe I dans sa version antérieure à l’entrée en vigueur de l’article 184 de la

Loi sur l’Agence de la consommation en matière financière du Canada , sauf si le ministre prend la décision d’exclure une ou plusieurs de ces banques de l’application du paragraphe 378(1).

2007, c. 6, s. 4

Section 21 of the Act is replaced by the following:

Sunset provision

(1) Subject to subsections (2) and (4), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this

section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in

Part II of the Canada Gazette .

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this

section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, until the end of 180 days after the first day of the first session of the next Parliament.

Subsection 60(3) of the Act is repealed.

2001, c. 9, s. 63; 2007, c. 6, par. 132( a )

Subsection 138(1.1) of the Act is replaced by the following:

Number of eligible votes

(1.1) A bank with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 67; 2007, c. 6, par. 132(

b) Subsection 156.09(2) of the Act is replaced by the following:

Restriction

(2) At a meeting of shareholders of a bank with equity of twelve billion dollars or more, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the bank, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

2001, c. 9, s. 73; 2007, c. 6, par. 132( c )

Subsection 168(3.1) of the Act is replaced by the following:

Exception

(3.1) Subsection (2) does not apply to a widely held bank with equity of twelve billion dollars or more or to a bank in respect of which subsection 378(1) applies.

2001, c. 9, s. 84; 2007, c. 6, par. 132(

d) The portion of subsection 223(3) of the Act before paragraph (

a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is

2005, c. 54, s. 57

(1) Subsection 273(1) of the Act is replaced by the following:

Distribution

(1) No person, including a bank, shall distribute securities of a bank that is not a federal credit union except in accordance with the regulations made under subsection (2).

2005, c. 54, s. 57

(2) The portion of subsection 273(2) of the Act before paragraph (

b) is replaced by the following:

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a bank that is not a federal credit union, including

(

a) respecting the information that is to be disclosed by such a bank before the distribution of any of its securities, including the information that is to be included in a prospectus;

The Act is amended by adding the following after

section 273:

Distribution — federal credit union

273.1

(1) No person, including a bank, shall distribute securities of a federal credit union except in accordance with the regulations made under subsection (2).

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a federal credit union, including

(

a) respecting the information that is to be disclosed by a federal credit union before the distribution of any of its securities, including the information that is to be included in a prospectus;

(

b) respecting the manner of disclosure and the form of the information that is to be disclosed; and

(

c) exempting any class of distribution of securities from the application of subsection (1).

2005, c. 54, s. 57

Subsection 274(1) of the Act is replaced by the following:

Order of exemption

(1) On application by a bank or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 273(2) or 273.1(2) if the Superintendent is satisfied that the bank or federal credit union, as the case may be, has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations.

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(1) Subsection 374(1) of the Act is replaced by the following:

Limitations on share holdings

(1) No person may be a major shareholder of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(2) Subsection 374(2) of the Act is replaced by the following:

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day.

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(3) The portion of subsection 374(3) of the Act before paragraph (

b) is replaced by the following:

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank with equity of twelve billion dollars or more if

(

a) the bank holding company controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day;

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(4) The portion of subsection 374(4) of the Act before paragraph (

a) is replaced by the following:

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)( d ), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank since that day:

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(5) Subsection 374(5) of the Act is replaced by the following:

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132( e )

(6) The portion of subsection 374(6) of the Act before paragraph (

a) is replaced by the following:

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)( d ), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

2001, c. 9, s. 98; 2007, c. 6, par. 132( f )

Subsection 374.1(1) of the Act is replaced by the following:

Exception

374.1

(1) Despite

section 374, if a bank with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 98; 2007, c. 6, par. 132( g )

Subsection 375(1) of the Act is replaced by the following:

Limitation on share holdings

(1) If a person is a major shareholder of a bank with equity of less than twelve billion dollars and the bank’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank on the day that is three years after the day the bank’s equity reached twelve billion dollars.

2001, c. 9, s. 98; 2007, c. 6, par. 132( h )

The portion of subsection 376(1) of the Act before paragraph (

a) is replaced by the following:

Obligation of widely held bank

(1) If a widely held bank with equity of twelve billion dollars or more controls another bank and a person becomes a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the other bank or entity that controls the other bank,

2001, c. 9, s. 98; 2007, c. 6, par. 132( i )

The portion of subsection 376.01(1) of the Act before paragraph (

a) is replaced by the following:

Obligation of widely held bank

376.01

(1) Despite subsection 376(1), if a widely held bank with equity of twelve billion dollars or more controls a bank (in this subsection referred to as the “other bank”) in respect of which that subsection does not apply by reason of subsection 376(2) and the equity of the other bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the other bank reaches two hundred and fifty million dollars or more, or the prescribed amount, as the case may be, a person is a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 98; 2007, c. 6, par. 132( j )

Section 376.1 of the Act is replaced by the following:

Prohibition against significant interest

376.1

No person who has a significant interest in any class of shares of a widely held bank with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank that is a bank or a bank holding company.

2001, c. 9, s. 98; 2007, c. 6, par. 132( j )

Section 376.2 of the Act is replaced by the following:

Prohibition against significant interest

376.2

No person who has a significant interest in any class of shares of a bank may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132( k )

Subsection 377(1) of the Act is replaced by the following:

Prohibition against control

(1) No person shall control, within the meaning of paragraph 3(1)( d ), a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

Section 377.1 of the Act is replaced by the following:

Restriction on control

377.1

(1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)( d ), of a bank with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)( d ), a bank with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank through an acquisition for which the approval of the Minister is required under subsection (1).

2007, c. 6, s. 20

(1) Subsection 378(1) of the Act is replaced by the following:

Former

Schedule I banks with equity of less than five billion dollars

(1) A bank that was named in

Schedule I as that

Schedule read immediately before October 24, 2001 and that had equity of less than five billion dollars on that day is deemed, for the purposes of sections 138, 156.09, 374, 376, 376.01, 376.1, 376.2, 377, 380 and 382, subsection 383(2),

section 385 and subsection 396(2), to be a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

(2) Subsection 378(3) of the Act is replaced by the following:

Non-application of subsection (1)

(3) Subsection (1) ceases to apply to a bank with equity of less than twelve billion dollars if the Minister specifies that it no longer applies to the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132( l )

Section 380 of the Act is replaced by the following:

Exemption

On application by a bank, other than a bank with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank from the application of sections 373 and 379.

2001, c. 9, s. 98; 2007, c. 6, par. 132( m )

Subsection 382(1) of the Act is replaced by the following:

When approval not required

(1) Despite sections 373 and 379, the approval of the Minister is not required in respect of a bank with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank, or an entity controlled by a person with a significant interest in a class of shares of the bank, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 98; 2007, c. 6, par. 132( n )

Subsection 383(2) of the Act is replaced by the following:

Exception

(2) Paragraph (1)(

a) does not apply in respect of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132(

o) and 133( a )

(1) The portion of subsection 385(1) of the Act before paragraph (

a) is replaced by the following:

Public holding requirement

(1) Every bank with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this

section in respect of that bank, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the bank and that are

2001, c. 9, s. 98; 2007, c. 6, par. 132(

o) and 133( a )

(2) Paragraph 385(2)(

a) of the Act is replaced by the following:

(

a) if the bank had equity of two billion dollars or more but less than twelve billion dollars on the day the bank came into existence, the day that is three years after that day; and

2001, c. 9, s. 98; 2007, c. 6, par. 132( p )

Section 385.1 of the Act is replaced by the following:

Public holding requirement

385.1

If a bank to which

section 385 applies becomes a bank with equity of twelve billion dollars or more, that

section continues to apply to the bank until no person is a major shareholder of the bank, other than a person to whom subsections 374(2) to (6) apply.

2001, c. 9, s. 98; 2007, c. 6, par. 132(

q) and 133( b )

Section 387 of the Act is replaced by the following:

Increase of capital

If the Superintendent has, by order, directed a bank with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank are issued and acquired in accordance with any terms and conditions that may be specified in the order,

section 385 does not apply in respect of the bank until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 98; 2007, c. 6, par. 132( r )

Subsection 393(1) of the Act is replaced by the following:

Loss of control — banks and bank holding companies

(1) Despite sections 374 and 377, a widely held bank or a widely held bank holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132( s )

Subsection 393.1(1) of the Act is replaced by the following:

Loss of control — other entities

393.1

(1) Despite sections 374 and 377, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)( d ), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132( t )

The portion of subsection 394(1) of the Act before paragraph (

a) is replaced by the following:

Change in status

(1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)( d ), a bank with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 98; 2007, c. 6, par. 132( u )

Paragraph 396(2)(

a) of the Act is replaced by the following:

(

a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank with equity of twelve billion dollars or more; or

2001, c. 9, s. 98

Subsection 401.2(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank may record in its securities register a transfer or issue of any share of the bank to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 98

Subsection 401.3(2) of the Act is replaced by the following:

Exception

(2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2007, c. 6, s. 24

(1) The portion of subsection 413.1(1) of the Act before paragraph (

a) is replaced by the following:

Notice before opening account or providing prescribed product

413.1

(1) Before a bank referred to in paragraph 413(1)(

b) or (

c) opens a deposit account in Canada or provides in Canada a prescribed product that relates to a deposit, the bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 24

(2) The portion of subsection 413.1(2) of the Act before paragraph (

a) is replaced by the following:

Other notice

(2) A bank referred to in paragraph 413(1)(

b) or (

c) shall, in accordance with the regulations,

2001, c. 9, s. 103(2)

(3) Paragraph 413.1(3)(

a) of the Act is replaced by the following:

(

a) prescribing the time and place at which and the form and manner in which notices referred to in subsection (1) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 270

Paragraph 418.1(3)(

b) of the English version of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

Subsection 425(1) of the Act is amended by adding the following in alphabetical order:

unperfected

non parfaite

unperfected , in relation to a security interest, means that the security interest has not been registered in a public register maintained under the law under which the security interest is created, or has not been perfected or published by any other means recognized by that law, where the registration or other means of perfection or publication would have made the security interest effective against third parties or would have determined priorities in rank in respect of rights in, on or in respect of the property that is subject to the security interest;

Subsection 426(7) of the Act is replaced by the following:

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 rights subsequently acquired in, on or in respect of the property and also over the claim of any mechanics’ lien holder, 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 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 unpaid vendor’s lien or that other person’s security interest.

Subsections 428(1) and (2) of the Act are replaced by the following:

Priority of bank’s rights

(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 rights subsequently acquired in, on or in respect of that property, and also 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.

Affixation to real property

(1.1) If security is given to the bank 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, the priority referred to in subsection (1) exists even if the property is or becomes affixed to real 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 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 unpaid vendor’s lien or that other person’s security interest.

The portion of paragraph 443(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) the time and place at which and the form and manner in which disclosure is to be made by a bank of

Sections 446 and 447 of the Act are replaced by the following:

Disclosure of charges

A bank shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the bank and the usual amount, if any, charged by the bank for services normally provided by the bank to its customers and to the public.

No increase or new charges without disclosure

(1) A bank shall not increase any charge applicable to a personal deposit account with the bank or introduce any new charge applicable to a personal deposit account with the bank unless the bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

Mandatory disclosure

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a bank shall not increase any charge for any such service in relation to a deposit account with the bank or introduce any new charge for any such service in relation to a deposit account with the bank unless the bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

1997, c. 15, s. 49

Subsection 450(1) of the Act is replaced by the following:

Disclosing borrowing costs

(1) A bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with

section 451, and other prescribed information have been disclosed by the bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(2)

(1) Paragraph 452(1)(

c) of the Act is replaced by the following:

(

c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

1997, c. 15, s. 50(2)

(2) Paragraph 452(1)(

e) of the Act is replaced by the following:

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(3)

(3) Subsection 452(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) A bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

1997, c. 15, s. 50(3)

(4) Paragraphs 452(2)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(3)

(5) Paragraphs 452(3)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 51

Sections 452.1 and 453 of the Act are replaced by the following:

Renewal statement

452.1

If a bank makes a loan in respect of which the disclosure requirements of

section 450 apply and the loan is secured by a mortgage on real property, the bank shall 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.

Disclosure in advertising

No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 452(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 51

(1) The portion of paragraph 454(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) respecting the time and place at which, and the form and manner in which, a bank is to disclose to a borrower

1997, c. 15, s. 51

(2) Paragraph 454(

f) of the Act is replaced by the following:

(

f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 449.1 to 453 are to be disclosed;

2001, c. 9, s. 122(1)

Subsection 456(1) of the Act is replaced by the following:

Information on contacting Agency

(1) A bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 452(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the bank under a consumer provision.

2001, c. 9, s. 123

(1) The portion of subsection 458.1(1) of the Act before paragraph (

a) is replaced by the following:

Cashing of government cheques

458.1

(1) Subject to regulations made under subsection (2), a member bank shall, at any branch in Canada at which it, through a natural person, opens retail deposit accounts and disburses cash to customers, cash a cheque or other instrument for any individual, if

2001, c. 9, s. 123

(2) Subsection 458.1(2) of the Act is amended by adding “and” at the end of paragraph ( b ), by striking out “and” at the end of paragraph (

c) and by repealing paragraph ( d ).

2009, c. 2, s. 271

(1) The portion of

section 458.3 of the Act before paragraph (

a) is replaced by the following:

Regulations — activities

458.3

The Governor in Council may make regulations respecting any matters involving a bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 271

(2) Paragraph 458.3(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 124(2); 2007, c. 6, s. 35

Subsections 459.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) A bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(

a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(

b) defining point of service ; and

(

c) prescribing points of service.

2001, c. 9, s. 125

Paragraphs 459.2(5)(

a) and (

b) of the Act are replaced by the following:

(

a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, with those times, places, forms and manners being permitted to vary according to circumstances specified in the regulations;

(

b) circumstances in which a member bank is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member bank from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph ( a ); and

2001, c. 9, s. 125

(1) Subsections 459.3(2) and (3) of the Act are replaced by the following:

Filing

(2) A bank shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

Provision of statement to public

(3) A bank shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

2001, c. 9, s. 125

(2) Paragraph 459.3(4)(

a) of the Act is replaced by the following:

(

a) the name, contents and form of the statement referred to in subsection (1) and the time within which, the place at which and the manner in which it must be prepared;

2001, c. 9, s. 125

(3) Paragraphs 459.3(4)(

c) and (

d) of the Act are replaced by the following:

(

c) the time and place at which and the form and manner in which a statement must be filed under subsection (2); and

(

d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a bank’s customers and to the public.

2007, c. 6, s. 37

(1) Subparagraph 459.4( a )(iv) of the Act is replaced by the following:

(iv)

any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 125

(2) Paragraph 459.4(

b) of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

2001, c. 9, s. 125

Section 459.5 of the Act is replaced by the following:

Affiliates

459.5

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

(

a) the affiliate or the representative, agent or other intermediary of the bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to banks — other than

section 455.1 — as if they were a bank, to the extent that those provisions are applicable to their activities; and

(

b) the persons who request or receive the product or service have access to the bank’s procedures for dealing with complaints established under this Act.

2007, c. 6, s. 40(3)

(1) Subsection 468(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)( a ), a bank may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that a bank is permitted to engage in under paragraph 410(1)( c.2 ), and

(iii)

the provision of investment counselling services and portfolio management services.

(2) Subsection 468(5) of the Act is amended by adding the following after paragraph ( b ):

( b.1 )

acquire control of an entity referred to in paragraph (1)(

j) if the bank is a bank with equity of two billion dollars or more and

A + B > C where A

is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(

j) that the bank has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

is 10% of the value of the bank’s consolidated assets, as shown in the bank’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(

j) within the preceding 12 months;

(3) Section 468 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)( b.1 ), take into account all matters that he or she considers relevant in the circumstances, including

(

a) the stability of the financial system in Canada; and

(

b) the best interests of the financial system in Canada.

(1) Section 507 of the Act is amended by adding the following after subsection (1):

Definition of foreign bank

(1.1) For the purposes of this Part, foreign bank means a foreign bank as defined in

section 2 but without regard to the portion of that definition after paragraph ( g ).

(2) Subsection 507(15) of the Act is amended by striking out “or” at the end of paragraph ( c ), by adding “or” at the end of paragraph (

d) and by adding the following after paragraph ( d ):

(

e) is a subsidiary of a federal financial institution.

(3) Subsection 507(16) of the Act is amended by striking out “or” at the end of paragraph ( c ), by adding “or” at the end of paragraph (

d) and by adding the following after paragraph ( d ):

(

e) is a subsidiary of a federal financial institution.

2007, c. 6, s. 59(3)

Subsection 522.08(2.1) of the Act is replaced by the following:

Exception

(2.1) Despite paragraph (2)( a ), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that a bank is permitted to engage in under paragraph 410(1)( c.2 ), and

(iii)

the provision of investment counselling services and portfolio management services.

Section 522.09 of the Act is amended by adding the following after subsection (3):

Exception — subsidiary of federal financial institution

(4) Subsections (1) to (3) do not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

Section 522.19 of the Act is amended by adding the following after subsection (2):

Exception — subsidiary of federal financial institution

(3) Subsection (1) does not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

Subsection 522.21(2) of the Act is amended by striking out “or” at the end of paragraph ( c ), by adding “or” at the end of paragraph (

d) and by adding the following after paragraph ( d ):

(

e) is a subsidiary of a federal financial institution.

Subsection 522.211(2) of the Act is amended by striking out “or” at the end of paragraph ( c ), by adding “or” at the end of paragraph (

d) and by adding the following after paragraph ( d ):

(

e) is a subsidiary of a federal financial institution.

1999, c. 28, s. 35(1)

The portion of subsection 540(2) of the Act before paragraph (

a) is replaced by the following:

Requirements

(2) If subsection 524(2) applies, the authorized foreign bank shall, in accordance with the regulations,

2007, c. 6, s. 85

(1) The portion of subsection 545(4) of the Act before paragraph (

a) is replaced by the following:

Notice before opening account or providing prescribed product

(4) Before an authorized foreign bank opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the authorized foreign bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 85

(2) The portion of subsection 545(5) of the Act before paragraph (

a) is replaced by the following:

Other notice

(5) An authorized foreign bank shall, in accordance with the regulations,

1999, c. 28, s. 35(1)

(3) Paragraph 545(6)(

b) of the Act is replaced by the following:

(

b) prescribing the time and place at which and the form and manner in which notices referred to in subsection (4) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 273

Paragraph 552(3)(

b) of the English version of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

1999, c. 28, s. 35(1)

The portion of paragraph 562(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) the time and place at which and the form and manner in which disclosure is to be made by an authorized foreign bank of

1999, c. 28, s. 35(1)

Sections 565 and 566 of the Act are replaced by the following:

Disclosure of charges

An authorized foreign bank shall disclose, at the prescribed time and place and in the prescribed form and manner, to its customers and to the public, the charges applicable to deposit accounts with the authorized foreign bank and the usual amount, if any, charged by it for services normally provided to its customers and to the public.

No increase or new charges without disclosure

(1) An authorized foreign bank shall not increase any charge applicable to a personal deposit account with the authorized foreign bank or introduce any new charge applicable to a personal deposit account with the authorized foreign bank unless it discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

Mandatory disclosure

(2) An authorized foreign bank shall not increase any charge for any service that is prescribed in relation to a deposit account, other than a personal deposit account, with the authorized foreign bank, or introduce any new charge for any of those services unless the authorized foreign bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

1999, c. 28, s. 35(4)

Subsection 568(1) of the Act is replaced by the following:

Disclosing borrowing costs

(1) An authorized foreign bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with

section 569, and other prescribed information have been disclosed by the authorized foreign bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(6)

(1) Paragraph 570(1)(

c) of the Act is replaced by the following:

(

c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

1999, c. 28, s. 35(6)

(2) Paragraph 570(1)(

e) of the Act is replaced by the following:

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(7)

(3) Subsection 570(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) An authorized foreign bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application form or related document that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

1999, c. 28, s. 35(7)

(4) Paragraphs 570(2)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(7)

(5) Paragraphs 570(3)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(8)

Sections 570.1 and 571 of the Act are replaced by the following:

Renewal statement

570.1

If an authorized foreign bank makes a loan in respect of which the disclosure requirements of

section 568 apply and the loan is secured by a mortgage on real property, the authorized foreign bank shall 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.

Disclosure in advertising

No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 570(3), loans, credit cards, payment cards or charge cards, offered to natural persons by an authorized foreign bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(8)

(1) The portion of paragraph 572(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) respecting the time and place at which, and the form and manner in which, an authorized foreign bank shall disclose to a borrower

1999, c. 28, s. 35(8)

(2) Paragraph 572(

f) of the Act is replaced by the following:

(

f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 567.1 to 571 are to be disclosed;

2001, c. 9, s. 157(1)

Subsection 574(1) of the Act is replaced by the following:

Information on contacting Agency

(1) An authorized foreign bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 570(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan, or about any other obligation of the authorized foreign bank under a consumer provision.

2009, c. 2, s. 274

(1) The portion of

section 575.1 of the Act before paragraph (

a) is replaced by the following:

Regulations — activities

575.1

The Governor in Council may make regulations respecting any matters involving an authorized foreign bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 274

(2) Paragraph 575.1(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 158(2); 2007, c. 6, s. 92

Subsections 576.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) An authorized foreign bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(

a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(

b) defining point of service ; and

(

c) prescribing points of service.

2007, c. 6, s. 93

(1) Subparagraph 576.2( a )(iv) of the Act is replaced by the following:

(iv)

any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 159

(2) Paragraph 576.2(

b) of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

The Act is amended by adding the following after

section 576.2:

Affiliates

576.3

An authorized foreign bank shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that is controlled by an authorized foreign bank and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the authorized foreign bank or the affiliate in Canada unless

(

a) the affiliate or the representative, agent or other intermediary of the authorized foreign bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to authorized foreign banks — other than

section 573.1 — as if they were an authorized foreign bank, to the extent that those provisions are applicable to their activities; and

(

b) the persons who request or receive the product or service have access to the authorized foreign bank’s procedures for dealing with complaints established under this Act.

1999, c. 28, s. 35(1)

Paragraph 613(2)(

a) of the Act is replaced by the following:

(

a) has a right of access to any records, cash, assets and security held by or on behalf of an authorized foreign bank; and

The Act is amended by adding the following after

section 634:

Certificate

634.1

On the application of a bank that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that the bank was incorporated by a special Act of Parliament, and may include with the certificate any information in the Superintendent’s possession that relates to the bank’s incorporation.

Paragraph 643(2)(

a) of the Act is replaced by the following:

(

a) has a right of access to any records, cash, assets and security held by or on behalf of a bank; and

2007, c. 6, s. 105

Section 670 of the Act is replaced by the following:

Sunset provision

(1) Subject to subsections (2) and (4), bank holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this

section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which bank holding companies may continue to carry on business. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in

Part II of the Canada Gazette .

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this

section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

2001, c. 9, s. 183; 2007, c. 6, par. 132( v )

Subsection 727(2) of the Act is replaced by the following:

Number of eligible votes

(2) A bank holding company with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting, or if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 183; 2007, c. 6, par. 132( w )

Subsection 756(4) of the Act is replaced by the following:

Exception

(4) Subsection (2) does not apply to a widely held bank holding company with equity of twelve billion dollars or more or to a widely held bank holding company that controls a bank to which subsection 378(1) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132( x )

The portion of subsection 803(3) of the Act before paragraph (

a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank holding company would be a bank holding company with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank holding company is

2001, c. 9, s. 183; 2007, c. 6, par. 132( y )

Section 876 of the Act is replaced by the following:

Limitations on share holdings

(1) No person may be a major shareholder of a bank holding company with equity of twelve billion dollars or more.

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank holding company with equity of twelve billion dollars or more if the widely held bank holding company controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and the widely held bank holding company has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)( d ), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank holding company since that day:

(

a) a widely held insurance holding company;

(

b) an eligible Canadian financial institution, other than a bank; or

(

c) an eligible foreign institution.

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank holding company.

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)( d ), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

(

a) a widely held insurance holding company to which subsection (4) applies that controls the bank holding company;

(

b) an eligible Canadian financial institution, other than a bank, to which subsection (4) applies that controls the bank holding company; or

(

c) an eligible foreign institution to which subsection (4) applies that controls the bank holding company.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z )

Subsection 877(1) of the Act is replaced by the following:

Exception

(1) Despite

section 876, if a bank holding company with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank holding company on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank holding company on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.1 )

Subsection 878(1) of the Act is replaced by the following:

Limitation on share holdings

(1) If a person is a major shareholder of a bank holding company with equity of less than twelve billion dollars and the bank holding company’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank holding company on the day that is three years after the day the bank holding company’s equity reached twelve billion dollars.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.2 )

The portion of subsection 879(1) of the Act before paragraph (

a) is replaced by the following:

Obligation of widely held bank holding company

(1) If a widely held bank holding company with equity of twelve billion dollars or more controls a bank and a person becomes a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the bank or entity that controls it,

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.3 )

The portion of subsection 879.1(1) of the Act before paragraph (

a) is replaced by the following:

Obligation of widely held bank holding company

879.1

(1) Despite subsection 879(1), if a widely held bank holding company with equity of twelve billion dollars or more controls a bank in respect of which that subsection does not apply by reason of subsection 879(2) and the equity of the bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the bank reaches two hundred and fifty million dollars or more or the prescribed amount, as the case may be, a person is a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.4 )

Sections 880 and 881 of the Act are replaced by the following:

Prohibition against significant interest

No person who has a significant interest in any class of shares of a widely held bank holding company with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank holding company that is a bank or a bank holding company.

Prohibition against significant interest

No person who has a significant interest in any class of shares of a bank holding company may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank holding company.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.5 )

Subsection 882(1) of the Act is replaced by the following:

Prohibition against control

(1) No person shall control, within the meaning of paragraph 3(1)( d ), a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, s. 119 and par. 132( z.6 )

Sections 883 and 884 of the Act are replaced by the following:

Restriction on control

(1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)( d ), of a bank holding company with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)( d ), a bank holding company with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).

Deeming

A bank holding company with equity of less than twelve billion dollars that controls a bank to which subsection 378(1) applies is deemed, for the purposes of sections 156.09, 727, 876, 879, 879.1, 880, 881, 882, 888 and 890, subsection 891(2),

section 893 and subsection 906(2), to be a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.7 )

Section 888 of the Act is replaced by the following:

Exemption

On application by a bank holding company, other than a bank holding company with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank holding company the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank holding company from the application of sections 875 and 887.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.8 )

Subsection 890(1) of the Act is replaced by the following:

When approval not required

(1) Despite sections 875 and 887, the approval of the Minister is not required in respect of a bank holding company with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank holding company, or an entity controlled by a person with a significant interest in a class of shares of the bank holding company, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank holding company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.9 )

Subsection 891(2) of the Act is replaced by the following:

Exception

(2) Paragraph (1)(

a) does not apply in respect of a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.10 ) and 133( c )

(1) The portion of subsection 893(1) of the Act before paragraph (

a) is replaced by the following:

Public holding requirement

(1) Every bank holding company with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this

section in respect of that bank holding company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the bank holding company and that are

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.11 ) and 133( c )

(2) Paragraph 893(2)(

a) of the Act is replaced by the following:

(

a) if the bank holding company had equity of two billion dollars or more but less than twelve billion dollars on the day the bank holding company was formed or came into existence, the day that is three years after that day; and

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.12 )

Section 894 of the Act is replaced by the following:

Public holding requirement

If a bank holding company to which

section 893 applies becomes a bank holding company with equity of twelve billion dollars or more, that

section continues to apply to the bank holding company until no person is a major shareholder of the bank holding company, other than a person in respect of whom subsections 876(2) to (6) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.13 ) and 133( d )

Section 896 of the Act is replaced by the following:

Increase of capital

If the Superintendent has, by order, directed a bank holding company with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank holding company are issued and acquired in accordance with any terms and conditions that may be specified in the order,

section 893 does not apply in respect of the bank holding company until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.14 )

Subsection 902(1) of the Act is replaced by the following:

Loss of control — bank and bank holding company

(1) Despite sections 876 and 882, a widely held bank or a widely held bank holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(

a) and ( d ), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.15 )

Subsection 903(1) of the Act is replaced by the following:

Loss of control — other entities

(1) Despite sections 876 and 882, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)( d ), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.16 )

The portion of subsection 904(1) of the Act before paragraph (

a) is replaced by the following:

Change in status

(1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)( d ), a bank holding company with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 183; 2007, c. 6, par. 132( z.17 )

Paragraph 906(2)(

a) of the Act is replaced by the following:

(

a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank holding company with equity of twelve billion dollars or more; or

2001, c. 9, s. 183

Subsection 913(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 183

Subsection 914(2) of the Act is replaced by the following:

Exception

(2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2007, c. 6, s. 122(3)

(1) Subsection 930(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)( a ), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that a bank is permitted to engage in under paragraph 410(1)( c.2 ), and

(iii)

the provision of investment counselling services and portfolio management services.

(2) Subsection 930(5) of the Act is amended by adding the following after paragraph ( b ):

( b.1 )

acquire control of an entity referred to in paragraph (1)(

j) if the bank holding company is a bank holding company with equity of two billion dollars or more and

A + B > C where A

is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(

j) that the bank holding company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

is 10% of the value of the bank holding company’s consolidated assets, as shown in the bank holding company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(

j) within the preceding 12 months;

(3) Section 930 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)( b.1 ), take into account all matters that he or she considers relevant in the circumstances, including

(

a) the stability of the financial system in Canada; and

(

b) the best interests of the financial system in Canada.

The Act is amended by adding the following after

section 973.06:

Exceptions to Generally Accepted Accounting Principles

Calculations — generally accepted accounting principles

973.07

(1) If, as a result of a change to the accounting principles referred to in subsections 308(4) and 840(4) — whether the change is made before or after this

section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

Canada Gazette

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

Five-year limit

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

2007, c. 6, s. 127

(1) Paragraph 976.1(1)(

b) of the Act is replaced by the following:

( b )

paragraphs 468(5)( b.1 ), ( c ), (

d) and ( d.1 );

2007, c. 6, s. 127

(2) Paragraph 976.1(1)(

e) of the Act is replaced by the following:

( e )

paragraphs 930(5)( b.1 ), ( c ), (

d) and ( d.1 ).

PART 2

1991, c. 48

COOPERATIVE CREDIT ASSOCIATIONS ACT

2001, c. 9, s. 248(3)

The definition consumer provision in

section 2 of the Cooperative Credit Associations Act is replaced by the following:

consumer provision

disposition visant les consommateurs

consumer provision means a provision referred to in paragraph (

b) or ( b.1 ) of the definition consumer provision in

section 2 of the Financial Consumer Agency of Canada Act ;

2007, c. 6, s. 138

Section 22 of the Act is replaced by the following:

Sunset provision

(1) Subject to subsections (2) and (4), associations shall not carry on business after the day that is the fifth anniversary of the day on which this

section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which associations may continue to carry on business. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in

Part II of the Canada Gazette .

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this

section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), associations may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

2001, c. 9, s. 307

The portion of paragraph 376(1)(

g) of the Act before subparagraph (

i) is replaced by the following:

(

g) outside Canada, or with the prior written approval of the Minister, in Canada, provide the following services to entities described in paragraph 375(1)( a ), to members of the Canadian Payments Association to which that Association may provide clearing, settlement and payment services under paragraph 375.1(1)(

b) or, if the association is a retail association, to any person:

2009, c. 2, s. 277

Paragraph 382.2(3)(

b) of the English version of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

2001, c. 9, s. 313

(1) The portion of paragraph 385.09(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) the time and place at which and the form and manner in which disclosure is to be made by a retail association of

2001, c. 9, s. 313

(2) Paragraph 385.09(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any charges for the keeping of an account are to be disclosed by a retail association to its customers; and

2001, c. 9, s. 313

Sections 385.11 and 385.12 of the Act are replaced by the following:

Disclosure of charges

385.11

A retail association shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the association and the usual amount, if any, charged by the association for services normally provided by the association to its customers and to the public.

No increase or new charges without disclosure

385.12

(1) A retail association shall not increase any charge applicable to a personal deposit account with the association or introduce any new charge applicable to a personal deposit account with the association unless the association discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

Mandatory disclosure

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a retail association shall not increase any charge for any such service in relation to a deposit account with the association or introduce any new charge for any such service in relation to a deposit account with the association unless the association discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

2001, c. 9, s. 313

Subsection 385.16(1) of the Act is replaced by the following:

Disclosing borrowing costs

385.16

(1) A retail association shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with

section 385.17, and other prescribed information have been disclosed by the association to the borrower at the prescribed time and place and in the prescribed form and manner.

2001, c. 9, s. 313

(1) Paragraph 385.18(1)(

c) of the Act is replaced by the following:

(

c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

2001, c. 9, s. 313

(2) Paragraph 385.18(1)(

e) of the Act is replaced by the following:

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

2001, c. 9, s. 313

(3) Subsection 385.18(2) of the Act is replaced by the following:

Disclosure in credit card applications

(2) A retail association shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

2001, c. 9, s. 313

(4) Paragraphs 385.18(3)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

2001, c. 9, s. 313

(5) Paragraphs 385.18(4)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

2001, c. 9, s. 313

Sections 385.19 and 385.2 of the Act are replaced by the following:

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, the association shall 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.

Disclosure in advertising

385.2

No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 385.18(4), loans, credit cards, payment cards or charge cards, offered to natural persons by a retail association, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

2001, c. 9, s. 313

(1) The portion of paragraph 385.21(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) respecting the time and place at which, and the form and manner in which, a retail association is to disclose to a borrower

2001, c. 9, s. 313

(2) Paragraph 385.21(

f) of the Act is replaced by the following:

(

f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 385.15 to 385.2 are to be disclosed;

2001, c. 9, s. 313

Subsection 385.24(1) of the Act is replaced by the following:

Information on contacting Agency

385.24

(1) A retail association shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 385.18(4), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the retail association under a consumer provision.

2009, c. 2, s. 278

Paragraph 385.252(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 313

Paragraphs 385.27(5)(

a) and (

b) of the Act are replaced by the following:

(

a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, the time, place, form and manner being permitted to vary according to circumstances specified in the regulations;

(

b) circumstances in which a member association is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member association from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph ( a ); and

2001, c. 9, s. 313

Paragraph 385.28(

b) of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

2007, c. 6, s. 173(3)

(1) Subsection 390(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)( a ), an association may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that an association is permitted to engage in under subsection 376(2), and

(iii)

the provision of investment counselling services and portfolio management services.

(2) Subsection 390(5) of the Act is amended by adding the following after paragraph ( b ):

( b.1 )

acquire control of an entity referred to in paragraph (1)(

h) if

A + B > C where A

is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(

h) that the association has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

is 10% of the value of the association’s consolidated assets, as shown in the association’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(

h) within the preceding 12 months;

(3) Section 390 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)( b.1 ), take into account all matters that he or she considers relevant in the circumstances, including

(

a) the stability of the financial system in Canada; and

(

b) the best interests of the financial system in Canada.

Paragraph 437(2)(

a) of the Act is replaced by the following:

(

a) has a right of access to any records, cash, assets and security held by or on behalf of an association; and

The Act is amended by adding the following after

section 459.8:

Exceptions to Generally Accepted Accounting Principles

Calculations — generally accepted accounting principles

459.81

(1) If, as a result of a change to the accounting principles referred to in subsection 292(4) — whether the change is made before or after this

section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

Canada Gazette

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

Five-year limit

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

2007, c. 6, s. 184

Subsection 461.2(1) of the Act is replaced by the following:

Application for certain approvals

461.2

(1) An application for the prior written approval of the Minister in respect of paragraph 376(1)(

g) or (

h) or 390(5)( b.1 ), ( c ), (

d) or ( d.1 ) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

PART 3

1991, c. 47

INSURANCE COMPANIES ACT

2001, c. 9, s. 345(5)

The definition consumer provision in subsection 2(1) of the Insurance Companies Act is replaced by the following:

consumer provision

disposition visant les consommateurs

consumer provision means a provision referred to in paragraph (

c) or ( c.1 ) of the definition consumer provision in

section 2 of the Financial Consumer Agency of Canada Act ;

2007, c. 6, s. 189

Section 21 of the Act is replaced by the following:

Sunset provision

(1) Subject to subsections (2) and (4), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this

section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in

Part II of the Canada Gazette .

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this

section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, until the end of 180 days after the first day of the first session of the next Parliament.

Subsection 64(3) of the Act is repealed.

The Act is amended by adding the following after

section 76.1:

Mutual fund entity’s or closed-end fund’s holding in company

76.2

If a mutual fund entity, as defined in subsection 490(1), or a closed-end fund, as defined in that subsection, becomes a subsidiary of a company by reason of the company investing, in the entity or fund, assets of a fund maintained by the company as required by paragraph 451( b ), the company may permit the entity or fund to hold shares of the company, or shares or ownership interests of an entity that controls the company, as long as the assets of the mutual fund entity or closed-end fund reflect the securities upon which a generally recognized market index is based and the weighting of those securities in that index.

1997, c. 15, s. 239(1)

Subsection 383(2) of the Act is replaced by the following:

Conditional approval

(2) If the Minister is satisfied on the basis of an application made under

section 382 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application.

Subsection 428(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

Section 430 of the Act is amended by adding the following after subsection (2):

Exception

(2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (2) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

2007, c. 6, s. 223

(1) Paragraph 461(

a) of the Act is replaced by the following:

(

a) the aggregate of the amounts so paid or transferred in that financial year does not exceed the percentage of the portion of the profits of the participating account that is determined by the directors as the portion to be distributed for that financial year to the shareholders and participating policyholders, which percentage shall not exceed the percentage that is calculated in accordance with the regulations;

(2) Section 461 of the Act is renumbered as subsection 461(1) and is amended by adding the following:

Regulations

(2) The Governor in Council may make regulations respecting the manner of calculating the percentage for the purposes of paragraph (1)( a ).

2005, c. 54, s. 297

Subsection 464.1(2) of the Act is replaced by the following:

Information to policyholder

(2) A company that made changes in respect of its adjustable policies during the preceding 12 months shall within the prescribed period send the prescribed information to the policyholder, if the adjustable policy was issued in Canada or if it confers voting rights.

2009, c. 2, s. 283

Paragraph 469.1(3)(

b) of the English version of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

1997, c. 15, s. 256

Subsection 480(1) of the Act is replaced by the following:

Disclosing borrowing costs — loans

(1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with

section 481, and other prescribed information have been disclosed by the company to the borrower at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 257(2)

(1) Paragraph 482(1)(

c) of the Act is replaced by the following:

(

c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

1997, c. 15, s. 257(2)

(2) Paragraph 482(1)(

e) of the Act is replaced by the following:

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 257(3)

(3) Subsection 482(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

1997, c. 15, s. 257(3)

(4) Paragraphs 482(2)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 257(3)

(5) Paragraphs 482(3)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 258; 2007, c. 6, s. 229(E)

Sections 482.1 to 484 of the Act are replaced by the following:

Renewal statement

482.1

If a company makes a loan in respect of which the disclosure requirements of

section 480 apply and the loan is secured by a mortgage on real property, the company shall 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.

Disclosure in advertising

No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 482(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

Disclosing borrowing costs — advances

If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, at the prescribed time and place and in the prescribed form and manner, been disclosed by the company or otherwise as prescribed to the policyholder at or before the time when the advance is made.

1997, c. 15, s. 259

(1) The portion of paragraph 485(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) respecting the time and place at which, and the form and manner in which, a company is to disclose to a borrower

1997, c. 15, s. 259

(2) Paragraph 485(

g) of the Act is replaced by the following:

(

g) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 479.1 to 484 are to be disclosed;

2001, c. 9, s. 424(1)

Subsection 487(1) of the Act is replaced by the following:

Information on contacting Agency

(1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 482(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the company under a consumer provision.

2009, c. 2, s. 284

Paragraph 488.1(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 425

(1) Subsections 489.1(2) and (3) of the Act are replaced by the following:

Filing

(2) A company shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

Provision of statement to public

(3) A company shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

2001, c. 9, s. 425

(2) Paragraph 489.1(4)(

a) of the Act is replaced by the following:

(

a) the name, contents and form of a statement referred to in subsection (1) and the time and place at which and the manner in which it must be prepared;

2001, c. 9, s. 425

(3) Paragraphs 489.1(4)(

c) and (

d) of the Act are replaced by the following:

(

c) the time and place at which and the form and manner in which a statement must be filed under subsection (2); and

(

d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a company’s customers and to the public.

2001, c. 9, s. 425

Paragraph 489.2(

b) of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

2007, c. 6, s. 235(3)

(1) Subsection 495(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)( a ), a life company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that a company is permitted to engage in under subsection 441(1.1), and

(iii)

the provision of investment counselling services and portfolio management services.

2007, c. 6, s. 235(5)

(2) Subsection 495(5.1) of the Act is replaced by the following:

Exception

(5.1) Despite paragraph (5)( a ), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity, and

(ii)

the provision of investment counselling services and portfolio management services.

(3) Subsection 495(7) of the Act is amended by adding the following after paragraph ( b ):

( b.1 )

acquire control of an entity referred to in paragraph (1)(

j) if the company is a company with equity of two billion dollars or more and

A + B > C where A

is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(

j) that the company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

is 10% of the value of the company’s consolidated assets, as shown in the company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(

j) within the preceding 12 months;

(4) Section 495 of the Act is amended by adding the following after subsection (7):

Matters for consideration

(7.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (7)( b.1 ), take into account all matters that he or she considers relevant in the circumstances, including

(

a) the stability of the financial system in Canada; and

(

b) the best interests of the financial system in Canada.

2009, c. 2, s. 285

Paragraph 542.061(3)(

b) of the English version of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

The Act is amended by adding the following after

section 549:

Sections 261, 262 and 266 to 270 apply

549.1

Sections 261, 262 and 266 to 270 apply to societies, with the modifications that the circumstances require.

1997, c. 15, s. 298

Subsection 570.07(2) of the Act is replaced by the following:

Conditional approval

(2) If the Minister is satisfied, on the basis of an application made under

section 570.06, that the circumstances warrant the voluntary liquidation and dissolution of a society, the Minister may, by order, approve the application.

2007, c. 6, s. 265

Paragraph 581(1)(

a) of the Act is replaced by the following:

(

a) vested in trust assets of at least five million dollars or any greater amount that the Superintendent specifies;

2007, c. 6, s. 266(E)

Section 582 of the English version of the Act is replaced by the following:

Permissible securities

(1) The assets of a foreign entity to be vested in trust under paragraph 581(1)(

a) are to consist of unencumbered securities of or guaranteed by Canada or a province.

Other permissible securities

(2) Those assets may also consist of other securities at the accepted value and on the conditions established by the Superintendent.

1997, c. 15, s. 307

Subsection 599(1) of the Act is replaced by the following:

Disclosing borrowing costs

(1) A foreign company shall not include in its assets in Canada any loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with

section 600, and other prescribed information have been disclosed by the foreign company to the borrower at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 308(3)

(1) Paragraph 601(1)(

c) of the Act is replaced by the following:

(

c) at the prescribed time and place and in the prescribed form and manner, any changes respecting the cost of borrowing or the loan agreement;

1997, c. 15, s. 308(3)

(2) Paragraph 601(1)(

e) of the Act is replaced by the following:

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 308(4)

(3) Subsection 601(2) of the Act is replaced by the following:

Disclosure in credit card applications

(2) A foreign company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards in Canada and provide prescribed information to any person applying to it in Canada for a credit, payment or charge card.

1997, c. 15, s. 308(4)

(4) Paragraphs 601(3)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 308(4)

(5) Paragraphs 601(4)(

d) and (

e) of the Act are replaced by the following:

(

d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(

e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 309; 2007, c. 6, s. 279

Sections 601.1 to 602 of the Act are replaced by the following:

Renewal statement

601.1

If a foreign company makes a loan in respect of which the disclosure requirements of

section 599 apply and the loan is secured by a mortgage on real property, the foreign company shall 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.

Disclosure in advertising

601.2

No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 601(4), loans, credit cards, payment cards or charge cards, offered to natural persons by a foreign company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

Disclosing borrowing costs — advances

If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a foreign company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, at the prescribed time and place and in the prescribed form and manner, been disclosed by the foreign company or otherwise as prescribed to the policyholder at or before the time when the advance is made.

1997, c. 15, s. 310

(1) The portion of paragraph 603(

a) of the Act before subparagraph (

i) is replaced by the following:

(

a) respecting the time and place at which, and the form and manner in which, a foreign company is to disclose to a borrower

1997, c. 15, s. 310

(2) Paragraph 603(

g) of the Act is replaced by the following:

(

g) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 598.1 to 602 are to be disclosed;

2007, c. 6, s. 282

Subsection 605(1) of the Act is replaced by the following:

Information on contacting Agency

(1) A foreign company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person in Canada requesting or receiving a product or service in Canada from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 601(3), a payment, credit or charge card referred to in subsection 601(2), the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the foreign company under a consumer provision.

2009, c. 2, s. 286

Paragraph 606.1(

b) of the Act is replaced by the following:

(

b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 445

Paragraph 607.1(

b) of the Act is replaced by the following:

(

b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

The Act is amended by adding the following after

section 670:

Certificate

670.1

On the application of a company or society that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that it was incorporated by a special Act of Parliament, and may include with the certificate any information in the Superintendent’s possession that relates to the company’s or society’s incorporation.

2007, c. 6, s. 310

Section 707 of the Act is replaced by the following:

Sunset provision

(1) Subject to subsections (2) and (4), insurance holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this

section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which insurance holding companies may continue to carry on business. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in

Part II of the Canada Gazette .

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this

section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), insurance holding companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

2001, c. 9, s. 465

Subsection 923(2) of the Act is replaced by the following:

Conditional approval

(2) Where the Minister is satisfied on the basis of an application made under

section 922 that the circumstances warrant the voluntary liquidation and dissolution of an insurance holding company, the Minister may, by order, approve the application.

2001, c. 9, s. 465

Subsection 954(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), an insurance holding company may record in its securities register a transfer or issue of any share of the insurance holding company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

Section 955 of the Act is renumbered as subsection 955(1) and is amended by adding the following:

Exception

(2) Subsection (1) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

2007, c. 6, s. 326(3)

(1) Subsection 971(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)( a ), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(

a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(

b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(

i) the activities of a mutual fund distribution entity,

(ii)

any activity that a company is permitted to engage in under subsection 441(1.1), and

(iii)

the provision of investment counselling services and portfolio management services.

(2) Subsection 971(5) of the Act is amended by adding the following after paragraph ( b ):

( b.1 )

acquire control of an entity referred to in paragraph (1)(

j) if the insurance holding company is an insurance holding company with equity of two billion dollars or more and

A + B > C where A

is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(

j) that the insurance holding company has acquire