Act RSA 2000 (RSA 2000 cL-20)

RSA 2000 cL-20

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter L-20 Current as of March 26, 2026 LOAN AND TRUST CORPORATIONS ACT

Copyright and Permission Statement The Government of Alberta, through the Alberta King’s Printer, holds copyright for all Alberta legislation. Alberta King’s Printer permits any person to reproduce Alberta’s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and copyright is acknowledged in the following format: © Alberta King’s Printer, 20__.* *The year of first publication of the legal materials is to be completed.

Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Amendments Not in Force This consolidation incorporates only those amendments in force on the consolidation date shown on the cover. It does not include the following amendments: 2025 c10 s34(2)(

b) repeals and substitutes s200(1)(i). Regulations The following is a list of the regulations made under the Loan and Trust Corporations Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg. Amendments Loan and Trust Corporations Act Loan and Trust Corporations .......................... 171/92 ............. 68/93, 180/96, 187/97, 251/2001, 27/2002, 109/2003, 196/2006, 68/2008, 31/2012, 62/2013 Loan and Trust Corporations (Ministerial) ............................................. 172/92 ............. 223/98, 206/2001, 251/2001

1 LOAN AND TRUST CORPORATIONS ACT

Chapter L-20 Table of Contents

Part 1

Interpretation and Application 1

Interpretation 2 Relationships 3 Beneficial ownership 4 Conflicting provisions 5 Manner of issuing letters patent

Part 2 Incorporation Letters Patent and Incidents of Incorporation 6 Incorporation 7 Application 8 Conditions for issuing letters patent 9 Contents of letters patent 1 0 Provisions in letters patent 1 1 Notice of issue of letters patent 1 2 First directors 1 3 Effective date of incorporation 1 4 Capacity of provincial corporation 1 5 No constructive notice 1 6 Authority of directors, officers and agents 1 7 Supplementary lette rs patent to amend 1 8 Supplementary letters patent to amalgamate 1 9 Issue of supplementary letters patent 2 0 Names Organization and Commencement 2 1 First directors ’ meeting

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 2 2 2 Meeting of shareholders 2 3 Term of first directors 2 4 Carrying on business 2 5 No payments before registration 2 6 Deposit or investmen t before registration

Part 3 Registration 2 7 Definition 2 8 Registers 2 9 Applications re registration 3 0 Particulars of application 3 1 Consents and undertakings 3 2 Power of attorney 3 3 Publication 3 4 Names 3 5 Rejection of application 3 6 Registration subj ect to conditions 3 7 Certificate of registration 3 8 Time limit for registra tion or reinstatement 38.1 Minister may dissolve

Part 4 Principal Place of Business, Records and Returns 3 9 Principal place of business and records office 4 0 Record keeping 4 1 Additional records 4 2 Access to corporate records 4 3 Right to list of shareholders 4 4 Use of list 4 5 Trafficking in list 4 6 Annual return 4 7 Other information to be given to Minister 4 8 Form of records 4 9 Legible copies 5 0 Protection of records

Part 5 Shares and Shareholders 5 1 Definition 5 2

Interpretation 5 3 Application of Busine ss Corporations Act

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 3 5 4 Non-par value shares 5 5 Classes of shares 5 6 Issue of shares 5 7 Stated capital account 5 8 Shares in series 5 9 Shareholder ’s pre-emptive right 6 0 Conversion privileges, options and rights 6 1 Prohibited shareholdings 6 2 Restrictions on acquisition of shares 6 3 Acquisition of own shares 6 4 Alternative acquisit ion of own shares 6 5 Redemption of shares 6 6 Donated and escrowed shares 6 7 Reduction of stated capital 6 8 Adjustment of stated capital account 6 9 Repayment, acquisi tion and reissue of debt obligations 7 0 Enforceability of contra ct to purchase shares 7 1 Commission on sale of shares 7 2 Payment of dividend 7 3 Lien on share 7 4 Limited liability of shareholders 7 5 Restrictions on issue, transfer 7 6

Interpretation 7 7 Minister ’s consent to transfer or issue 7 8 Minister ’s right to information 7 9 Exemption 8 0 Bylaws re shareholder information 8 1 Reliance on information 8 2 Place of annual meeting 8 3 Calling meetings 8 4 Record dates 8 5 Notice of meeting 8 6 Shareholder proposals 8 7 Shareholder list 8 8 Quorum 8 9 Meeting by electronic means 9 0 Majority vote 9 1 One share, one vote 9 2 Corporate shareholder 9 3 Joint ownership of share 9 4 V o t i n g 9 5 Resolution instead of meeting 9 6 Meeting on requisit ion of shareholders

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 4 9 7 Meeting called by Court 9 8 Disputed elections and appointments 99,100 Application of Busine ss Corporations Act

Part 6 Directors and Officers 101 Directors 102 B y l a w s 103 Unaffiliated directors 104 Residency 105 Persons disqualified from being a director 106 Consent to election or appointment 107 Shareholding not required 108 Election and appointment of directors 109 Cumulative voting 110 Ceasing to hold office 111 Removal of directors 112 Director ’s statement 113 Notice of change of directors 114 Filling vacancies 115 Meetings of directors 116 Meeting called by Minister 117 Meetings called by board 118 Notice of meeting 119 Adjourned meetings 120 Meeting by electronic means 121 Quorum 122 Resident Canadian requirement 123 Majority vote 124 Executive committee 125 Officers 126 Delegation of fi duciary powers 127 Committees 128 Irregularities 129 Resolution instead of meeting 130 Disclosure of interest 131 Liability of directors and others 132 Duty of care of directors and officers 133 Relief from duty ineffective 134 Dissent by director 135 Indemnification 136 Remuneration of directors 137 Records of meetings

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 5

Part 7 Insider Trading 138

Definitions 139,140 Deemed insiders 141 Civil liability of insiders

Part 8 Auditors and Financial Statements 142 Qualifications of auditor 143 Appointment of auditor 144 Auditor ceasing to hold office 145 Removal of auditor 146 Filling vacancies 147 Term of office 148 Court-appointed auditor 149 Notice to Minister 150 Rights and liabilities of auditor and former auditor 151 Auditor ’s statement privileged 152 Auditor ’s duty to examine 153 Protection from liability 154 Errors and misstatements 155 Auditor to report changes 156 Annual financial statements 157 Generally accepted accounting prin ciples and auditing standards 158 Approval of annual financial statements 159 Copies of financial statements - provincial corporation 160 Copies of financial statements - registered extra-provincial corporation 161 Duties of audit committee

Part 9 Restricted Party Transactions 162

Interpretation 163 Designation of restricted party 164 Prohibited transactions, guarantees and investments 165 Person previously a restricted party 166 Type of approval required 167 Board approval required - general 168 Board approval no t required - general 169 Directors, officers , employees, etc. 170 Financial institutions 171 Prescribed limits

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 6 172 Consent to prohibited or restricted transaction 173 Transaction involving trust and estate funds 174 Delegation 175 Review procedures 176 Disclosure by restricted party 177 Duty to report contraventions 178 Onus of proof 178.1 Personal information 179 Applications to Court

Part 10 Capacity and Powers 180 Application 181 General powers 182 Restriction on engaging in deposit-taking business 183 Restriction on fiduciary activities 184 Restriction on loan corporations 185 Appointment as executor, etc. 186 Securities restrictions 187 Leasing restriction 188 Receiving deposits 189 Capital base 190 Borrowing by subordinated notes 191 Pledging assets 192 Guarantees 193 Limit on borrowing by trust corporation 194 Other prohibited activities

Part 11 Investments 195 Application 196 Prudent investment standards 197 Review procedures 198 L i q u i d i t y 199 Personal loans 200 Commercial loans 201 Mortgage lending 202 Real estate acquired by r ealization of security 203 Investment in real estate 204 Prohibited investments 205 Acquisition of assets in default 206 Equity in unincorporated entity 207 Limitation on shareholding

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 7 208 Divestment order 209 Collateral security 210 Allocation of security 211 Common trust funds 212 Passing accounts 213 Notice by registered extra- provincial trust corporation

Part 12 Fundamental Changes and Arrangements 214 Amalgamation 215 Special approval 216 Purchase or sale of assets 217 Agreement re amalgamati on or purchase and sale 218 Shareholder approval of agreement 219 Approval of agreement by Minister 220 Effect of agreement to purchase or sell 221 Effect of amalgamation 222 Purchase of shares for amalgamation or purchase of assets 223 Continuation of fiduciary obligations 224 Continuance in anot her jurisdiction 225 Arrangements

Part 13 Liquidation and Dissolution 226 Staying proceedings 227 No property and no liabilities 228 Proposing liquidation 229 Certificate of inten t to dissolve required 230 Issue of certificate 231 Effect of certificate 232 Revocation of certifica te of intent to dissolve 233 Liquidation process 234 Letters patent o f dissolution 235 Dissolution 236 Application for Court supervision 237 Notice to Minister 238 Effect of order 239 Commencement of liquidation 240 Powers of Court 241 Effect of order for liquidation 242 Appointment of liquidator 243 Vacancy in liquidator ’s office

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 8 244 Duties of liquidator 245 Powers of liquidator 246 Prohibition 247 Reliance on statements 248 Examination of others 249 Restoration and compensation 250 Final accounts and discharge of liquidator 251 Shareholder ’s right to distribution in money 252 Letters paten t of dissolution 253 Existing rights unaffe cted by dissolution 254 Unknown claimants 255 Custody of documents, etc. 256 R e v i v a l

Part 14 Administration and Enforcement 257 Extension of time for filing 258 Confidentiality of information 259 Delegation of powers 260 Agreements 261 Indemnity agreements 262 Approvals and consents 263 Orders, etc., binding on successors 264 Matters under oath 265 Recording of evidence 266 Notification of Minister ’s decision 267 Review by review board 268 Consent to apply directly to Court 269 Application 270 S t a y 271 Duty to co-operate with examinations, etc. 272 Demand for information 273 Periodic examination 274 Special examination 275 Powers of person conducting examination 276 Examination of other persons 277 Powers on special examination 278 Appraisal of property 279 Minister ’s order to comply 280 Voluntary compliance program 281 Suspension, revocation and imposition of terms, conditions and restrictions 282 Protection from liability

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 9 283 Order to freeze property 284 Order for compliance 285 Order imposing conditions or for possession and control 286 Powers of Minister 287 Termination of possession and control 288 Application to Court 289 Payment of expenses of proceedings 290 Dissolution by Court 291

Definitions 292 Derivative action 293 Relief by Court from oppression or unfairness 294 Notice of application 295 C o s t s 296 Stay, etc. of application or action

Part 15 Offences and Penalties 297 Deemed carrying on business 298 Prohibition re use of name 299 Holding out 300 Activities by promoters, etc. 301 Exemption 302 Misuse of confidential information 303 Representations prohibited 304 False or deceptive statements 305 Other offences 306 Penalties 307 Continuing offence 308 Defence 309 Liability of directors and officers 310 Limitation on prosecution 311 Order to comply and make restitution 312 Penalty for late information

Part 16 General 313 Priority of Government claim 314 Unclaimed deposits 315 Contracts with minors, etc. 316 Certificate of Min ister as evidence 317 Published notice as evidence 318 Copies of documents as evidence 319 Certificate of corporation as evidence

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 10 320 Photocopies of documents 321 Notices to directors, shareholders 322 Notices to corporation 323 Waiver of notice 324 Transfer on deat h of depositor 325 Payments by mistake 326 Regulations HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Part 1

Interpretation and Application

Interpretation 1(1) In this Act, (a) “auditor” means, with resp ect to a body corporate, its external auditor, and includes any individual who is responsible for conducting an external audit of the body corporate’s financial statements on behalf of its external auditor; (b) “bank” means a bank named in

Schedule I or II to the Bank Act (Canada); (c) “body corporate” means any body corporate with or without share capital and wherever or however incorporated; (d) “branch” means an office of a corporation where it offers services to or for the public; (e) “capital base” means the shareholders’ equity of a corporation calculated in the prescribed manner; (f) “common trust fund” means a fund maintained by a trust corporation in which money belonging to various estates and trusts in its care are combined for the purpose of facilitating investment; (g) “corporation” means a loan corporation or a trust corporation whether incorporated in or outside Alberta; (h) “Court” means the Court of King’s Bench; (i) “debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a provincial corporation, whether secured or unsecured;

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 11 (j) “deposit” means, subject to subsection (2), a sum of money that (

i) is paid on terms that are n ot referable to the provision of property or services or to the giving of security, (ii) is repayable to the person making it (

A) on demand, (

B) after notice, or (

C) on a fixed date or on the expiry of a specified term, a n d (iii) is paid or payable in accordance with prescribed requirements, but does not include payments of sums of money that are prescribed; (k) “deposit-taking business” means, subject to subsection (3) , (

i) the lending, in the ordinary course of business, of money received by way of deposit, or (ii) any other activity that is financed wholly or to any material extent out of the capital of, or the interest on, money received by way of deposit; (l) “eligible financial institution” means a treasury branch, credit union or member institution of the Canada Deposit Insurance Corporation or of any other deposit insurance or guarantee plan prescribed by the Minister; (m) “entity” includes a body cor porate, trust, partnership, fund or other unincorporated association or organization, the Crown in right of Canada or in right of a province or territory, an agency of the Crown, a foreign government and any agency of a foreign government, but does not include an individual; (n) “Executive Director” means the Executive Director of the Alberta Securities Commission as defined or otherwise provided for under the Securities Act; (o) “extra-provincial body corporate” means a body corporate

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 12 (

i) incorporated otherwise than by or under

an Act of the Legislature or an Ordinance of the North-West Territories, or (ii) incorporated by or under an Ordinance of the North-West Territories and not subject to the legislative authority of the Province by

section 16 of the Alberta Act (Canada); (p) “extra-provincial corporation” means a corporation that was incorporated under the laws of Canada or of any province or territory other than Alberta; (q) “fair market rate” means (

i) in respect of the acquisition or disposition of property, including a lease or rental of property, and subject to regulations made with respect to the valuation of property, the most probable price in terms of money that the property should bring in a competitive and open market under all conditions requisite to a fair sale or lease, assuming that the price is not affected by undue stimuli, with both the seller and the buyer acting prudently and knowledgeably, (ii) subject to subclause (iii), in respect of the acquisition or provision of services, a consideration that might reasonably be expected to be obtained or given for the services in question in an arm’s length transaction in an open market between willing parties to a transaction of that nature and on terms that, having regard to open market conditions, are competitive and not unreasonable, and (iii) in respect of the provisio n of services that are provided generally to customers of the provincial corporation or subsidiary in question, the rate and terms that are offered in respect of those services to customers generally in the ordinary course of that corporation’s or subsidiary’s business; (r) “financial institution” means (

i) a securities dealer; (ii) an insurer;

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 13 (iii) any member institution of the Canada Deposit Insurance Corporation or of any other deposit insurance or guarantee plan prescribed by the Minister; (s) “improved real estate” means (

i) land on which there exists a building or on which a building is being or is about to be constructed and the adjacent land used or to be used in connection with the building, (ii) land on which bona fide farming operations are being conducted, and (iii) vacant land that is restr icted by law in its use to commercial, industrial or residential purposes, whether by zoning or otherwise; (t) “instrument of incorporation” means the special Act, charter, letters patent or other document incorporating or amalgamating a corporation, and includes all amendments to it; (u) “insurer” means an insurer within the meaning of that term in the Insurance Act; (v) “loan corporation” means a b ody corporate incorporated or operated for the purpose of carrying on a deposit-taking business, but does not include a bank, a treasury branch, a trust corporation or a credit union; (w) “market conduct activities” means activities that are carr ied out in the course of or for the purpose of the marketing, sale or distribution to the public of, or the performance of, any of the fiduciary, financial or other services that a corporation offers to the public; (x) “market value” means the mo st probable price in terms of money that property should bring in a competitive and open market under all conditions requisite to a fair sale, assuming that the price is not affected by undue stimuli, with both the seller and the buyer acting prudently and knowledgeably; (y) “Minister” means the Minist er determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (z) “officer” means, in re lation to a corporation,

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 14 (

i) its chief executive o fficer, president, chair, vice-president, vice-chair, treasurer, secretary, general manager or assistant general manager or any combination of those positions, (ii) an individual who performs functions for the corporation normally performed by a person mentioned in subclause (i), or (iii) any other person designat ed as an officer by bylaw or by the board of the corporation; (aa) “ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (bb) “person” means an indi vidual, entity or personal representative; (cc) “personal representative” me ans an executor, administrator, guardian, committee, trustee, assignee, receiver or liquidator; (dd) “prescribed” means, (

i) with respect to a form, in a form authorized or provided by the Minister and containing the information required by the Minister, or (ii) in any other case, prescribed in or pursuant to the regulations; (ee) “professional advisor” means (

i) an auditor, (ii) a lawyer, accountant, appra iser, architect or engineer, or (iii) any other person whose membership in a profession would tend to lend credibility to a statement made or opinion given by that person, and includes an individual who is a member of or works in a professional capacity for a partnership, body corporate or other association of persons that is a professional advisor; (ff) “provincial corporation” m eans a corporation incorporated or continued under this Act;

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Section 1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 15 (gg) “real estate” means any es tate or interest in land, including improvements; (hh) “registered corporation” m eans a corporation registered under this Act; (ii) “registered form”, when applied to a security, means a security that (

i) specifies a person entitled to the security or to the rights it evidences, and the transfer of which is capable of being recorded in a securities register, or (ii) bears a statement that it is in registered form; (jj) “relative”, when used with respect to individuals, means related by blood, marriage or adoption or by virtue of an adult interdependent relationship; (kk) “reporting issuer” means a reporting issuer within the meaning of the Securities Act; (ll) “securities dealer” means a dealer within the meaning of the Securities Act; (mm) “security” means, except in

Part 5, a security within the meaning of the Securities Act, and includes a deposit and any instrument evidencing a deposit; (nn) “special resolution” means a resolution passed by a major ity of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (oo) “spouse” means the spouse of a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order; (pp) “total assets” means the as sets of a corporation calculated in the prescribed manner and, in the case of a trust corporation, includes cash and securities earmarked under

section 188(5); (qq) “trust corporation” means a body corporate incorporated or operated for the purposes of (

i) offering its services t o the public as executor, administrator, trustee, bailee, agent, custodian, receiver,

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Section 2

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 16 liquidator, sequestrator, assignee or guardian or trustee of a minor’s estate or of the estate of a mentally incompetent person, and (ii) carrying on the deposit-ta king business, except in the case of a body corporate whose registration is subject to a term, condition or restriction prohibiting it from carrying on the deposit-taking business, but does not include a bank, a treasury branch, a loan corporation or a credit union; (rr) “voting share” means a shar e of any class of shares of a body corporate carrying voting rights under all circumstances and a share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing.

(2) For the purposes of subsection (1)(j)(i), money is paid on terms that are referable to the provision of property or services or to the giving of security if (

a) it is paid by way of advan ce or part payment for the sale, lease or other provision of property or services of any kind and is repayable only in the event that the property or services are not in fact sold, leased or otherwise provided, (

b) it is paid by way of security for payment for the provisio n of property or services of any kind provided or to be provided by the person by whom or on whose behalf the money is accepted, or (

c) it is paid by way of security for the delivery or return of any property, whether in a particular state of repair or otherwise.

(3) Notwithstanding subsection (1)(l), a person is not to be considered to be carrying on the deposit-taking business if (

a) the person does not hold out that the person accepts deposits on a day to day basis, and (

b) any deposits that are acce pted are accepted only on particular occasions and on a basis that is ancillary to another business purpose, whether or not in connection with the issue of debentures or other securities. RSA 2000 cL-20 s1;RSA 2000 cI-3 s861;2002 cA-4.5 s51; 2014 c8 s17;AR 217/2022 Relationships 2(1) For the purposes of this Act,

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Section 2

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 17 (

a) an entity is affiliated with another entity if one of them is controlled by the other or both of them are controlled by the same person, and (

b) the affiliates of an entity are deemed to be affiliated wi th all other entities with which the entity is affiliated.

(2) For the purposes of this Act, (

a) a person controls a body co rporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held or beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; (

b) a person controls a trust, partnership, fund or other unincorporated entity if more than 50% of the beneficial interest, however designated, into which the entity is divided is held or beneficially owned by that person and the person is able to direct the affairs of the entity; (

c) notwithstanding clauses (

a) and (b), a person controls an entity if the person has, in relation to the entity, any direct or indirect influence that, if exercised, would result in control in fact of the entity.

(3) A holding body corporate is deemed to control any entity that is controlled or deemed to be controlled by a subsidiary of the holding body corporate.

(4) An entity that controls another entity is deemed to control any entity that is controlled or deemed to be controlled by the other entity.

(5) For the purposes of this Act, a body corporate is the holding body corporate of all of its subsidiaries.

(6) For the purposes of this Act, a body corporate is a subsidiary of another body corporate if (

a) it is controlled by (

i) that other, (ii) that other and one or mo re bodies corporate each of which is controlled by that other, or

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Section 2

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 18 (iii) 2 or more bodies corporat e each of which is controlled by that other, o r (

b) it is a subsidiary of a body corporate that is that other’ s subsidiary.

(7) For the purposes of this Act, a person is a restricted party with respect to a provincial corporation if that person (

a) is a director or officer of the corporation, (

b) is an employee of the corporation of a prescribed class, (

c) holds or is the beneficial owner of 10% or more of any cla ss of the issued and outstanding shares of the corporation, (

d) holds or is a beneficial owner of voting shares of an affi liate of the corporation to which are attached 10% or more of the voting rights attaching to all of the issued and outstanding voting shares of the affiliate, (

e) is the auditor of the cor poration or of any of its affiliates, in a case where the auditor is a sole practitioner, (

f) is a partner in the firm that is the auditor of the corpor ation or of any of its affiliates, if that person is actually engaged in auditing the corporation or affiliate, (

g) is a spouse or adult interd ependent partner of a person referred to in clause (

a) or (c), (

h) is a relative of, or a relative of the spouse or adult interdependent partner of, a person referred to in clause (

a) or (c), who has the same home as that person, (

i) where the holder or beneficial owner referred to in clause (

c) is a body corporate, is a director or officer of that body corporate, (

j) is a body corporate in which an individual referred to in clause (

a) or (

c) is the holder or beneficial owner of voting shares to which are attached 10% or more of the voting rights attaching to all of the issued and outstanding voting shares of the body corporate, (

k) is a body corporate that is controlled by a person referred to in clause (b), (e), (f), (

g) or (i),

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Section 2

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 19 (

l) is a body corporate in which the corporation holds or beneficially owns voting shares to which are attached 10% or more of the voting rights attaching to all of the issued and outstanding voting shares of the body corporate, (

m) i s (

i) a partner of the corpora tion and has a 10% or greater beneficial interest in the partnership, or (ii) a party to and has a 10% or greater interest in a joint venture agreement to which the corporation is also a party and the corporation has a 10% o r greater beneficial interest in the partnership or joint venture, (

n) is an affiliate of the cor poration or a director or officer of an affiliate of the corporation, or (

o) is designated under sectio n 163 as a restricted party.

(8) Where in contemplation of a person’s becoming a restricted party of a provincial corporation the person enters into a transaction with, or is given a guarantee by, the provincial corporation or its subsidiary, or the corporation or its subsidiary makes an investment in the securities of the person, the person is deemed to be a restricted party of the provincial corporation with respect to that transaction, guarantee or investment.

(9) Notwithstanding subsection (7)(

c) and (n), unless the regulations prescribe otherwise, (

a) a financial institution re ferred to in

section 1(1)(r)(ii) or (iii) that wholly owns a provincial corporation is not a restricted party with respect to that corporation, and (

b) a wholly owned subsidiary of a provincial corporation is n ot a restricted party with respect to that corporation.

(10) Where the Minister is satisfied that a subsidiary of a provincial corporation functions primarily for the purpose of providing a service, other than a financial service, to the provincial corporation or its subsidiaries, the Minister may, on application, exempt the subsidiary from the status of restricted party of the corporation, subject to any terms and conditions the Minister considers appropriate. RSA 2000 cL-20 s2;2002 cA-4.5 s51

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Section 3

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 20 Beneficial ownership 3(1) For the purposes of this Act, a security or other interest is beneficially owned by a person when it is held directly or through a personal representative or other intermediary for the use or benefit of that person otherwise than as a security interest.

(2) For the purposes of this Act, a person is deemed to own beneficially securities that are beneficially owned by a body corporate controlled by that person.

(3) For the purposes of this Act, where a person beneficially owns shares of a body corporate, the person is deemed to beneficially own that proportion of shares of every other body corporate that is beneficially owned by the first-mentioned body corporate, that is equal to the proportion of shares of the first-mentioned body corporate that is beneficially owned by the person.

(4) Where subsections (2) and (3) apply to a person, only the subsection under which the person is deemed to beneficially own more securities applies to the person.

(5) If a person owns securities in a corporation that itself owns securities in a body corporate, in determining the person’s beneficial ownership of securities in the body corporate for the purposes of subsection (2) or (3) no regard shall be taken of the securities of the body corporate that are owned by the corporation. 1991 cL-26.5 s3 Conflicting provisions 4(1) Where there is a conflict between (

a) the instrument of incorporation or the bylaws of a provinc ial corporation, and (

b) this Act or the regulations, this Act or the regulations, as the case may be, prevail.

(2) To the extent that there is a conflict between the Business Corporations Act and this Act or the regulations in their application to a restricted party, this Act or the regulations prevail.

(3) Where a provision of (

a) t h e Securities Act or the Insurance Act, (

b) a statute of Canada or of any other province or territory equivalent to the Securities Act or the Insurance Act, (

c) any other prescribed statute, or

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Section 5

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 21 (

d) the regulations under any statute referred to in clause (a ), (

b) or (

c) applies to a subsidiary of a registered corporation and a similar or corresponding provision of this Act or the regulations under it would, but for this subsection, also apply to that subsidiary, that other provision applies, and the provision of this Act or the regulations does not apply, to the subsidiary.

(4) To the extent that there is any inconsistency in their application to a given situation between a provision in

Part 9 that prohibits or restricts any activity and any other provision of this Act or the regulations, the provision in

Part 9 prevails.

(5) To the extent that there is any inconsistency in their application to a given situation between a provision in

Part 9 that permits an activity and any provision of any other Part of this Act that prohibits or restricts the activity, that other provision prevails. 1991 cL-26.5 s4 Manner of issuing letters patent 5 Notwithstanding

section 4 of

Schedule 9 to the Government Organization Act, letters patent, supplementary letters patent, letters patent of continuance and letters patent of dissolution issued under this Act need not be issued under the Great Seal of the Province. RSA 2000 cL-20 s5;2020 c33 s6

Part 2 Incorporation Letters Patent and Incidents of Incorporation Incorporation 6(1) The Minister may incorporate a provincial loan corporation or a provincial trust corporation by the issue of letters patent on the application of one or more persons.

(2) No loan corporation or trust corporation may be incorporated in Alberta otherwise than by letters patent under this Act. RSA 2000 cL-20 s6;2020 c33 s6 Application 7(1) An application for letters patent to incorporate a provincial corporation shall be in the prescribed form and shall be filed with the Minister.

(2) On the filing of an application for letters patent, the Minister

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Section 8

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 22 (

a) shall require the applican t to publish notice of the application, containing any information the Minister requires, in The Alberta Gazette and in a newspaper having general circulation in the locality where the principal place of business of the provincial corporation is to be located, and (

b) may require the applicant to provide any information, material and evidence that the Minister considers necessary in addition to the information, material and evidence required to be provided in or with the application. 1991 cL-26.5 s7 Conditions for issuing letters patent 8 The Minister shall not issue letters patent to incorporate a provincial corporation without being satisfied that (

a) it is in the public interest to establish an additional provincial loan or trust corporation, as the case may be, (

b) the proposed management is fit, both as to character and a s to competence, to manage the corporation, (

c) the proposed capital structure and the rights, privileges, restrictions and conditions attaching to each class of shares are acceptable to the Minister, (

d) each person who, b ased on the subscriptions for shares of the proposed corporation, will hold or beneficially own 10% or more of any class of shares of the proposed corporation can demonstrate the adequacy of the person’s financial resources and is fit as to character to hold or own the shares subscribed for, (

e) each proposed director is f it, both as to character and as to competence, to be a director of the corporation, (

f) the depositors of the co rporation will be adequately protected, (

g) the proposed plan of operation of the corporation is feasi ble, and (

h) the corporation intends to offer to the public the service s set out in the application for incorporation. RSA 2000 cL-20 s8;2020 c33 s6 Contents of letters patent 9 The letters patent of a provincial corporation shall set out

RSA 2000

Section 10

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 23 (

a) the name of the corporation, (

b) the classes and any maximum number of shares that the corporation is authorized to issue and the rights, privileges, restrictions and conditions attaching to each class of shares, (

c) the number of directors or, subject to

section 109(1)(a), the minimum and maximum number of directors of the corporation, and (

d) the full name, residential address, citizenship and occupation of (

i) each of the first dir ectors of the corporation, (ii) each person who, based on the subscriptions for shares of the corporation, will hold or beneficially own 10% or more of any class of shares of the corporation, and (iii) each of th e applicants. 1991 cL-26.5 s9 Provisions in letters patent 10 The Minister may set out in the letters patent incorporating a provincial corporation any provision not contrary to this Act that the Minister considers advisable to take into account the particular circumstances of the corporation.

RSA 2000 cL-20 s10;2020 c33 s6 Notice of issue of letters patent 11 The Minister shall cause to be published in The Alberta Gazette a notice of the issuance of letters patent incorporating a provincial corporation. 1991 cL-26.5 s11 First directors 12 The first directors of a provincial corporation are the directors named in the application for letters patent to incorporate the corporation. 1991 cL-26.5 s12 Effective date of incorporation 13(1) A provincial corporation comes into existence on the date set out in its letters patent.

(2) Letters patent are conclusive proof for the purposes of this Act and for all other purposes

RSA 2000

Section 14

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 24 (

a) that the provisions of this Act in respect of incorporation and all requirements precedent and incidental to incorporation have been complied with, and (

b) that the provincial corporation has been incorporated unde r this Act as of the date shown in the letters patent. 1991 cL-26.5 s13 Capacity of provincial corporation 14(1) Subject to this Act, the regulations, the bylaws and any terms, conditions and restrictions imposed on its registration, a provincial corporation (

a) has the capacity and the rights, powers and privileges of an individual, and (

b) has the capacity to carry on its business, conduct its aff airs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

(2) A provincial corporation shall not (

a) carry on business or exercise any power that it is prohibi ted from carrying on or exercising by this Act, the regulations, the bylaws or any terms or conditions imposed on its registration, or (

b) exercise any of its powers in a manner that is contrary to this Act or the regulations. 1991 cL-26.5 s14 No constructive notice 15 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a provincial corporation by reason only that the document has been filed by the Minister or is available for inspection at an office of the corporation. 1991 cL-26.5 s15 Authority of directors, officers and agents 16 A provincial corporation, a guarantor of an obligation of the corporation or a person claiming through the corporation may not assert against a person dealing with the corporation or dealing with any person who has acquired rights from the corporation (

a) that the instrument of incorporation or the bylaws have no t been complied with,

RSA 2000

Section 17

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 25 (

b) that the persons named in the most recent notice of directors filed by the Minister under this Act are not the directors of the corporation, (

c) that a person held out by the corporation as a director, a n officer or an agent of the corporation (

i) has not been duly appointed, or (ii) has no authority to exerci se a power or perform a duty that the director, officer or agent might reasonably be expected to exercise or perform, o r (

d) that a document issued by any director, officer or agent o f the corporation with actual or usual authority to issue the document is not valid or not genuine, unless the person has, or by virtue of the person’s position with or relationship to the corporation ought to have, knowledge of those facts at the relevant time. 1991 cL-26.5 s16 Supplementary letters patent to amend 17(1) On the application of a provincial corporation, the Minister may issue supplementary letters patent to amend the letters patent of the corporation (

a) to change its name, (

b) in the case of a provincial loan corporation, to continue it as a provincial trust corporation, (

c) in the case of a provincial trust corporation, to continue it as a provincial loan corporation, (

d) to change any maximum number of shares that the corporation is authorized to issue, (

e) to create new classes of shares, (

f) to change the designation of all or any of its shares and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued, (

g) to change the shares of any class or series, whether issue d or unissued, into a different number of shares of the same class

RSA 2000

Section 17

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 26 or series or into the same or a different number of shares of other classes or series, (

h) to divide a class of shares, whether issued or unissued, i nto series and fix the number of shares in each series and the rights, privileges, restrictions and conditions attaching to those shares, (

i) to authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions attaching to those shares, (

j) to authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series, (

k) to revoke, diminish or enlarge any authority conferred und er clause (

i) or (j), or (

l) to add, change or remove re strictions on the transfer of shares.

(2) No application shall be made under subsection (1) unless it has been authorized by a special resolution of the provincial corporation.

(3) The holders of shares of a class or, subject to subsection (4), of a series, are entitled to vote separately as a class or series on a proposal to amend the letters patent (

a) to increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class, (

b) to effect an exchange, r eclassification or cancellation of all or part of the shares of that class, (

c) to add, change or remove the rights, privileges, restricti ons or conditions attached to the shares of that class and, without limiting the generality of the foregoing, are entitled to vote on a proposal (

i) to remove or change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii) to add, remove or change prejudicially redemption rights,

RSA 2000

Section 18

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 27 (iii) to reduce or remove a dividend preference or a liquidation preference, or (iv) to add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, rights to acquire securities of the provincial corporation, or sinking fund provisions, (

d) to increase the rights or privileges of any class of share s having rights or privileges equal or superior to the shares of that class, (

e) to create a new class of shares having rights or privilege s equal or superior to the rights or privileges attached to the shares of that class, (

f) to make any class of share s having rights or privileges inferior to the shares of that class equal or superior to the shares of that class, or (

g) to effect an exchange or cr eate a right of exchange of all or part of the shares of another class into the shares of that class.

(4) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (3) if that series of a class is affected by an amendment differently than other shares of the same class are affected. (5) Subsections (3) and (4) apply whether or not the shares of a class otherwise carry the right to vote.

(6) A proposal to amend referred to in subsection (3) is adopted when the holders of the shares of each class entitled to vote separately on it as a class have approved the amendment by a special resolution.

(7) The directors of a provincial corporation may, if authorized by the shareholders in the special resolution authorizing the amendment, revoke the resolution before it is acted on without further approval of the shareholders. 1991 cL-26.5 s17;1994 c39 s2 Supplementary letters patent to amalgamate 18 On the application of the corporations involved the Minister may, after having approved an amalgamation agreement under

section 219, issue supplementary letters patent to amalgamate the corporations and continue them as one provincial corporation. 1991 cL-26.5 s18

RSA 2000

Section 19

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 28 Issue of supplementary letters patent 19(1) An application for supplementary letters patent shall be in the prescribed form and shall be filed with the Minister together with any information, material and evidence the form specifies and, in the case of an application under

section 17(1)(

b) or (c), evidence that the continued provincial corporation will meet the capital account and capital base requirements referred to in

section 35(b).

(2) On the filing of an application for supplementary letters patent, the Minister (

a) may require the applican t to publish notice of the application, containing any information the Minister requires, in The Alberta Gazette and in a newspaper having general circulation in the locality where the principal place of business of the provincial corporation is located, and (

b) may require the applicant to provide any information, material and evidence the Minister considers necessary in addition to the information, material and evidence required to be provided in or with the application.

(3) The Minister shall not issue supplementary letters patent (

a) to continue a provincial loan corporation as a provincial trust corporation or to continue a provincial trust corporation as a provincial loan corporation unless the Minister is satisfied that (

i) it is in the public interest to so continue the corporatio n, (ii) the management of the a pplicant is fit, both as to character and as to competence, to manage the continued corporation, (iii) the proposed capital structure of the continued corporation and the rights, privileges, restrictions and conditions attaching to each class of shares are acceptable to the Minister, (iv) each person who, based on the subscriptions for shares in the continued corporation, will hold or beneficially own 10% or more of any class of shares of the continued corporation, or who holds or beneficially owns or on the issue of the supplementary letters patent will hold or beneficially own such shares, can demonstrate the adequacy of the person’s financial resources and is fit as to character to hold or own the shares subscribed for,

RSA 2000

Section 19

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 29 (

v) each director of the applicant is fit, both as to character and as to competence, to be a director of the continued corporation, (vi) the depositors of the co ntinued corporation will be adequately protected, (vii) the proposed plan of operation of the continued corporation is feasible, and (viii) the continued corporation intends to offer to the publi c the services set out in the application for supplementary letters patent; (

b) to continue a provincial trust corporation as a provincial loan corporation unless the Minister is satisfied that arrangements have been made to transfer to another registered trust corporation the business in relation to which the provincial trust corporation acted in a fiduciary capacity, and those arrangements are adequate to protect the persons in relation to which the provincial trust corporation acted in a fiduciary capacity. (4) Subsection (3)(

b) does not apply so as to require a provincial trust corporation that has applied to be continued as a provincial loan corporation to transfer money received by it as deposits.

(5) Where supplementary letters patent have been issued to continue a provincial loan corporation as a provincial trust corporation, (

a) deposits received by the pro vincial loan corporation under

section 188(1)(

a) are deemed to be deposits received under

section 188(2)(a), and (

b) deposits received by the pro vincial loan corporation under

section 188(1)(

b) are deemed to be deposits received under

section 188(2)(b).

(6) Where supplementary letters patent have been issued to continue a provincial trust corporation as a provincial loan corporation, (

a) deposits received by the pro vincial trust corporation under

section 188(2)(

a) are deemed to be deposits received under

section 188(1)(a), and

RSA 2000

Section 20

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 30 (

b) deposits received by the pro vincial trust corporation under

section 188(2)(

b) are deemed to be deposits received under

section 188(1)(b). 1991 cL-26.5 s19 Names 20(1) Subject to the regulations, neither letters patent nor supplementary letters patent shall be issued to a provincial corporation if the corporation has a name (

a) that is prohibited by the regulations or contains a word o r expression that is prohibited by the regulations, (

b) that is identical to the name of (

i) a body corporate, whether in existence or not, incorporated under the laws of Alberta, (ii) an extra-provincial body co rporate registered in Alberta, or (iii) a body corporate incorporat ed by or under

an Act of the Parliament of Canada, (

c) that is similar to the name of (

i) a body corporate incorporated under the laws of Alberta, (ii) an extra-provincial body co rporate registered in Alberta, or (iii) a body corporate incorporat ed by or under

an Act of the Parliament of Canada, if the use of that name is confusing or misleading, (

d) that does not meet the requirements prescribed by the regulations, (

e) that, in the case of a trust corporation, does not include “trust” or “fiducie” together with “corporation”, “company”, “compagnie”, “limited”, “limitée” or “société”, or (

f) that, in the case of a loan corporation, does not include “loan” or “prêts” together with “corporation”, “company”, “compagnie”, “limited”, “limitée”, or “société”.

(2) Subject to this Act and the regulations, a provincial corporation may have a name in an English form, a French form, an English

RSA 2000

Section 21

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 31 form and a French form or a combined English and French form, and it may be legally designated by any such name.

(3) Where, through inadvertence or otherwise, a provincial corporation obtains a name contrary to this section, the Minister may issue supplementary letters patent changing the name of the corporation to a name specified in the supplementary letters patent. 1991 cL-26.5 s20 Organization and Commencement First directors’ meeting 21(1) After the issue of letters patent incorporating a provincial corporation under this Part, a meeting of the directors of the corporation shall be held, and at that meeting the directors may, subject to this Part, (

a) make bylaws, (

b) adopt forms of security cer tificates and corporate records, (

c) authorize the issue of s ecurities of the corporation, (

d) appoint officers, (

e) appoint an auditor to hol d office until the first meeting of shareholders, (

f) make banking arrangements, and (

g) deal with any other matters necessary to organize the corporation.

(2) An applicant for letters patent to incorporate the provincial corporation or a director named in the application for letters patent may call the meeting of the directors referred to in subsection (1) by giving not less than 5 days’ notice to each director, stating the time and place of the meeting. 1991 cL-26.5 s21 Meeting of shareholders 22(1) When the capital base and the capital accounts of a provincial corporation incorporated under this Part reach the applicable amounts referred to in

section 35(b), the directors shall forthwith call a meeting of the shareholders of the corporation.

(2) The directors shall give notice of the meeting referred to in subsection (1) in accordance with

section 85.

RSA 2000

Section 23

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 32

(3) The shareholders shall by ordinary resolution at the meeting referred to in subsection (1) (

a) approve, amend or reject any bylaws made by the directors, (

b) elect directors to hold offi ce for a term expiring not later than the close of the first annual meeting of shareholders following the election, and (

c) appoint an auditor to hol d office until the close of the first annual meeting of shareholders. 1991 cL-26.5 s22 Term of first directors 23 A director named in the application for letters patent to incorporate a provincial corporation holds office until the election of directors at the meeting of shareholders referred to in

section 22. 1991 cL-26.5 s23 Carrying on business 24 Except as permitted in sections 25 and 26, a provincial corporation incorporated under this Part shall not carry on any business until it is registered under

Part 3. 1991 cL-26.5 s24 No payments before registration 25 Until a provincial corporation incorporated under this

Part is registered under

Part 3, no payments on account of incorporation or organization expenses shall be made out of money received from the issue of securities of the corporation, or from the interest on that money, except reasonable sums (

a) for the payment of the remuneration of not more than 2 officers, (

b) for the payment of costs re lated to the issue of securities of the corporation, (

c) for the payment of cleri cal assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses, if any, and (

d) for other prescribed purposes. 1991 cL-26.5 s25 Deposit or investment before registration 26 A provincial corporation incorporated under this Part may, before it becomes registered under

Part 3,

RSA 2000

Section 27

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 33 (

a) deposit paid-up capital of the corporation in an eligible financial institution, and (

b) invest paid-up capital of the corporation in securities is sued or guaranteed by the Government of Canada or any province. 1991 cL-26.5 s26

Part 3 Registration Definition 27 In this Part, “application for registration” means any of the applications referred to in

section 29. 1991 cL-26.5 s27 Registers 28(1) The register known as the “Trust Companies Register” is hereby continued as the “Trust Corporations Register” for the purposes of this Act.

(2) There is hereby established a register called the “Loan Corporations Register”.

(3) The Minister shall maintain the registers and shall cause to be recorded in the appropriate register (

a) the name of each trust corporation or loan corporation tha t has been granted registration, (

b) all terms, conditions and restrictions imposed on the registration of a trust corporation or a loan corporation, (

c) the suspension or revocation of the registration of a trus t corporation or a loan corporation, and (

d) any other information that is prescribed.

(4) On payment of the prescribed fee any person may, during usual business hours, examine the registers and take extracts from or obtain copies of them. 1991 cL-26.5 s28 Applications re registration 29(1) A corporation that is duly constituted or incorporated under the laws of Alberta or of Canada or of another province or territory may apply for initial registration as a trust corporation or a loan corporation.

RSA 2000

Section 30

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 34

(2) A registered loan corporation may apply to change its registration to that of a trust corporation and a registered trust corporation may apply to change its registration to that of a loan corporation.

(3) A registered corporation may apply to amend the terms, conditions and restrictions of its registration. 1991 cL-26.5 s29 Particulars of application 30(1) An application for registration shall be in the prescribed form and shall be filed with the Minister together with any other information, material and evidence the form specifies.

(2) On receipt of an application for registration, the Minister may require the applicant to provide any information, material and evidence the Minister considers necessary in addition to the information, material and evidence required to be provided in or with the application.

(3) Where a trust corporation wishes to have a term, condition or restriction imposed on its registration prohibiting it from carrying on the deposit-taking business, it shall so request in the application for registration.

(4) An application for registration as a trust corporation shall set out the classes of service in relation to which the corporation proposes to act in a fiduciary capacity.

(5) An application by a provincial corporation incorporated under

Part 2 shall set out the sums of money paid or to be paid by the corporation in connection with its incorporation and organization. 1991 cL-26.5 s30;1996 c19 s2(3) Consents and undertakings 31(1) Where an extra-provincial loan or trust corporation applies for registration, the application must be accompanied with (

a) a consent in writing authorizing the Minister to conduct examinations under

section 274 at the head office of the corporation or any of its subsidiaries, wherever located, and at branches of the corporation, wherever located, and (

b) a written undertaking signe d by the proper officers of the corporation that the corporation and its subsidiaries will provide to the Minister any information that the Minister is entitled to under this Act and that the corporation will comply with the applicable provisions of this Act and with

RSA 2000

Section 32

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 35 any terms, conditions and restrictions imposed on its registration.

(2) An undertaking under subsection (1) shall be accompanied with a certified copy of the resolution of the board of directors authorizing the extra-provincial loan or trust corporation’s officers to apply for registration under this Act and authorizing the execution of the undertaking.

(3) Where a provincial corporation applies for registration, the application shall be accompanied with (

a) a consent in writing authorizing the Minister to conduct examinations under sections 273 and 274 at the head office of any of its subsidiaries, wherever located, and (

b) a written undertaking that th e subsidiaries of the corporation will provide to the Minister any information that the Minister requires in the administration of this Act. 1991 cL-26.5 s31;1996 c19 s2(4) Power of attorney 32(1) Where an extra-provincial loan or trust corporation applies for registration, the application shall be accompanied with (

a) a power of attorney from th e corporation, in the prescribed form, naming an agent or agents resident in Alberta for the purposes of

section 322(2), and (

b) the consent of the agent to act in the prescribed form.

(2) A power of attorney under this

section shall be signed by the proper officers of the corporation in the presence of a witness.

(3) When an extra-provincial loan or trust corporation changes any of its agents in Alberta, it shall forthwith file with the Minister a new power of attorney complying with subsection (2).

(4) An extra-provincial loan or trust corporation shall send to the Minister a notice in the prescribed form of any change in the address of its agents within 15 days after the change occurs.

(5) A copy of a power of attorney under this

section certified by the Minister is sufficient evidence for all purposes of the power and authority of the person or persons named in it to act on behalf of the extra-provincial loan or trust corporation. 1991 cL-26.5 s32;1994 c39 s3

RSA 2000

Section 33

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 36 Publication 33 Where the Minister receives an application for registration, the Minister may require the applicant to publish notice of the application, containing any information the Minister requires, in The Alberta Gazette and in a newspaper having general circulation in any locality the Minister directs. 1991 cL-26.5 s33 Names 34(1) Subject to the regulations, no corporation may be registered with a name that does not meet the requirements of

section 20(1).

(2) The Minister may exempt a corporation from the operation of subsection (1) if the Minister is satisfied that the name of the corporation will not mislead the general public into believing that the corporation is of a kind other than that for which the application for registration was made.

(3) Subject to this Act and the regulations, a corporation may be registered that has a name in an English form, a French form, an English form and a French form or a combined English and French form, and it may be legally designated in Alberta by any such name.

(4) Where a corporation has a name that contravenes subsection (1), the Minister may register the corporation if it undertakes either to change its name to a name that does not contravene subsection (1) or to carry on business in Alberta under a name that does not contravene subsection (1).

(5) Where, through inadvertence or otherwise, a corporation becomes registered with a name that contravenes subsection (1), the Minister may order as a condition of registration that the corporation carry on business under a name specified in the order. 1991 cL-26.5 s34;1992 c21 s24 Rejection of application 35 Subject to

section 36, the Minister shall reject an application for registration (

a) unless the Minister is satis fied that, in the case of an applicant that is a provincial corporation incorporated under

Part 2, (

i) the meeting of shareholders referred to in

section 22 has been held, and

RSA 2000

Section 35

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 37 (ii) the expenses of incorporation or organization that have been paid or are to be paid by the corporation are reasonable, (

b) unless (

i) the amount of the corpora tion’s stated capital account for issued common shares or the amount of any other prescribed capital account of the corporation, or a combination of those amounts, (

A) in the case of a trust corporation whose registration is going to be subject to a term, condition or restriction prohibiting it from carrying on the deposit-taking business and that is not wholly owned by a financial institution, is at least equal to the greater of (I) $2 000 000, and (II) any greater a mount required by the Minister, taking into account the nature of the business that the corporation proposes to engage in, the expected volume of its business and any restrictions on its business, (

B) in the case of a trust corporation whose registration is going to be subject to a term, condition or restriction prohibiting it from carrying on the deposit-taking business and that is wholly owned by a financial institution, is at least equal to an amount required by the Minister, taking into account the nature of the business that the corporation proposes to engage in, the expected volume of its business and any restrictions on its business, or (

C) in the case of a provincial loan corporation or provincial trust corporation other than one to which paragraph (

A) or (

B) applies, is at least equal to the greater of (I) $3 000 000 in the case of a provincial loan corporation and $5 000 000 in the case of a provincial trust corporation, and (II) any greater a mount required by the Minister, taking into account the nature of the business that the corporation proposes to engage in, the expected volume of its business and any restrictions on its business,

RSA 2000

Section 35

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 38 a n d (ii) in the case of a provinci al corporation, the corporation has a capital base that is adequate, taking into account the nature of the business that it proposes to engage in, the expected volume of its business and any restrictions on its business, and that is in an amount that is at least equal to the corresponding capital account amount for that corporation required under subclause (i), (

c) unless the corporation satis fies the Minister that it has the capacity and power to engage in the activities of a trust corporation or a loan corporation, as the case may be, (

d) in the case of an extra-provincial corporation, unless the corporation satisfies the Minister that the corporation is authorized to engage in the activities of a trust corporation or loan corporation, as the case may be, in the jurisdiction in which the corporation was incorporated, (

e) unless the corporation satis fies the Minister that it is a member of the Canada Deposit Insurance Corporation or has its deposits insured by another public agency prescribed by the Minister, (

f) if the applicant is not a c orporation referred to in

section 29(1), (

g) in the case of a provinci al corporation, unless it is shown to the satisfaction of the Minister that (

i) it is in the public interes t to register an additional trust corporation or loan corporation, (ii) the management is fit, both as to character and as to competence, to manage the corporation, (iii) the capital structure an d the rights, privileges, restrictions and conditions attaching to each class of shares are acceptable to the Minister, (iv) each person who, immediatel y after the registration, will hold or beneficially own 10% or more of any class of the issued and outstanding shares of the corporation can demonstrate the adequacy of the person’s financial resources and is fit as to character to hold or own those shares, (

v) each director is fit, bot h as to character and as to competence, to be a director of the corporation,

RSA 2000

Section 36

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 39 (vi) the depositors of the co rporation will be adequately protected, (vii) the proposed plan of operation of the corporation is feasible, and (viii) the corporation intends to offer to the public the services set out in the application for registration and the applicant has the capability to provide those services, o r (

h) if the Minister is not satis fied as to the adequacy of any information received with or in support of the application for registration. 1991 cL-26.5 s35;1996 c19 s2(5) 35.1 Repealed 2021 c25 s12. Registration subject to conditions 36(1) Subject to subsections (2) and (3), where the Minister is not satisfied as to any or all of the matters referred to in

section 35(b), (c), (d), (e), (f), (

g) or (

h) or where for any other reason the Minister considers it appropriate to do so, the Minister may, instead of rejecting the application, approve the registration of the applicant (

a) as a corporation of a kind other than that for which the application for registration was made and subject to any terms, conditions and restrictions that the Minister considers appropriate, or (

b) as the kind of corporation for which the application for registration was made but subject to any terms, conditions and restrictions that the Minister considers appropriate. (2) Subsection (1) applies in respect of an extra-provincial corporation incorporated under the laws of Canada only where the matter giving rise to the Minister’s action relates to market conduct activities of the corporation. (3) Subsection (1) applies in respect of an extra-provincial corporation incorporated under the laws of another province or territory, but where the matter giving rise to the Minister’s action does not relate to market conduct activities of the corporation, subsection (1) applies only if the Minister receives a request in writing from the government of the province or territory in which the corporation was incorporated requesting that the action be taken and setting out the basis on which the action is requested.

RSA 2000

Section 37

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 40

(4) Where a trust corporation’s application for registration contains a request referred to in

section 30(3), the Minister may impose such a term, condition or restriction on the registration of the corporation accordingly.

(5) The Minister may at the request or with the consent of a registered corporation (

a) impose terms, conditions and restrictions on the registration of the corporation in addition to those imposed under subsection (1), or (

b) revoke the corporation’s re gistration, subject to any terms, conditions and restrictions that the Minister considers appropriate. 1991 cL-26.5 s36;1996 c19 s2(6) Certificate of registration 37(1) Where the Minister registers a corporation, the Minister shall issue a certificate of registration in the prescribed form and the certificate of registration is conclusive proof for the purposes of this Act and for all other purposes that the provisions of this Act in respect of registration of the corporation and all requirements precedent and incidental to registration have been complied with, and that the corporation has been registered under this Part as of the date shown in the certificate of registration.

(2) The Minister shall publish in The Alberta Gazette notice of the registration of a corporation. 1991 cL-26.5 s37 Time limit for registration or reinstatement 38 Where a provincial corporation that is incorporated under this Act (

a) does not become registered w ithin one year after the date of its letters patent or letters patent of continuance, (

b) does not have its registration reinstated within one year of having its registration suspended, or (

c) does not become registered or have its registration reinst ated within any further period that the Minister may on application allow, the directors shall ensure that the corporation immediately takes all reasonable steps under

Part 13 toward its dissolution, and the corporation shall not carry on any business or activity except for the sole purpose of dissolving the corporation. RSA 2000 cL-20 s38;2021 c25 s12

RSA 2000

Section 38.1

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 41 Minister may dissolve 38.1(1) This

section applies if (

a) the Minister rejects an a pplication for registration under

section 35, (

b) the time limit for registra tion or reinstatement set out in

section 38 has expired and the provincial corporation is not registered or has not had its registration reinstated, or (

c) a provincial corporation’s registration has been revoked under

section 281(1).

(2) Notwithstanding

section 38, the Minister may do one or more of the following: (

a) issue in the prescribed form a certificate of intent to dissolve the provincial corporation; (

b) issue a letters patent of dissolution of the provincial corporation without complying with

Part 13; (

c) apply to the Court under

section 236(1) for an order for a liquidation under the supervision of the Court.

(3) Where the Minister issues a certificate of intent to dissolve under subsection (2)(a), (

a) the provincial corporation shall not carry on business exc ept to the extent necessary to complete its liquidation, and (

b) section 232 does not apply.

(4) Where the Minister issues a letters patent of dissolution of a provincial corporation under subsection (2)(

b) the provincial corporation is dissolved and ceases to exist on the date stated in the letters patent. 2020 c33 s6;2021 c25 s12

Part 4 Principal Place of Business, Records and Returns Principal place of business and records office 39(1) A provincial corporation shall at all times have a principal place of business in Alberta.

(2) A notice of (

a) the principal place of business, and

RSA 2000

Section 40

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 42 (

b) a separate reco rds office, if any, must be sent to the Minister with the application for registration under

section 29.

(3) The directors of a provincial corporation may at any time (

a) change the address of the p rincipal place of business, or (

b) designate or revoke a designation of a records office in Alberta.

(4) Unless the directors designate a separate records office, the principal place of business of a provincial corporation is its records office.

(5) A provincial corporation shall send to the Minister a notice of any change under subsection (3) in the prescribed form within 15 days after that change.

(6) A provincial corporation shall ensure that its principal place of business and its records office are (

a) accessible to the public dur ing normal business hours, and (

b) readily identifiable from t he address or other description given in a notice under subsection (2) or (5). 1991 cL-26.5 s39 Record keeping 40(1) A provincial corporation shall keep at its records office (

a) a copy of its instrument of incorporation and its bylaws, (

b) minutes of meetings and resolutions of shareholders, (

c) a register of directors se tting out, with respect to each person who is or has been a director, (

i) the person’s name, (ii) the dates on which the pe rson became and ceased to be a director, and (iii) the person’s full reside ntial address and any mailing address while a director, (

d) a securities register com plying with

Part 6 of the Business Corporations Act as incorporated by

section 53 of this Act,

RSA 2000

Section 41

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 43 (

e) a copy of the procedures referred to in

section 197, and (

f) copies of the financial statements, documents and information referred to in

section 156(1).

(2) Notwithstanding subsection (1), a central securities register may be maintained at an office in Alberta of a provincial corporation’s agent referred to in

section 49(3)(

a) of the Business Corporations Act, as incorporated by

section 53 of this Act, and a branch securities register may be kept at any place in or out of Alberta designated by the directors.

(3) If a central securities register is maintained under subsection (2) at a place other than the records office, the provincial corporation shall maintain at its records office a record containing the names and addresses of all agents and offices at which securities registers are maintained and descriptions of all those registers. RSA 2000 cL-20 s40;2003 cP-6.5 s70 Additional records 41(1) In addition to the records described in

section 40, a provincial corporation shall maintain in Alberta or at another place in Canada consented to by the Minister (

a) adequate accounting records that will enable the Minister to determine the financial position of the corporation and whether it is in compliance with this Act and the regulations, (

b) records containing minutes of meetings and resolutions of the directors and every committee of directors, (

c) a record of all investments held by the corporation, (

d) copies of all returns to the Minister required by this Act or the regulations, and (

e) in the case of a trust corp oration, full and adequate records relating to the fiduciary activities of the corporation.

(2) A provincial corporation may keep at any place where it carries on business the parts of the accounting records that relate to the operations, business and assets and liabilities of the corporation carried on, supervised or accounted for at that place, but the corporation shall ensure that there is kept at the records office of the corporation or at another place authorized under this Part records that are adequate to enable the directors to ascertain the financial position of the corporation.

RSA 2000

Section 42

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 44

(3) A registered extra-provincial trust corporation shall maintain in Alberta or at another place in Canada consented to by the Minister full and adequate records relating to the fiduciary activities of the corporation. 1991 cL-26.5 s41;1996 c19 s2(8) Access to corporate records 42(1) The directors and shareholders of a provincial corporation and their agents and legal representatives may examine the records referred to in

section 40(1) during the usual business hours of the corporation free of charge.

(2) A shareholder of a provincial corporation is entitled on request and without charge to one copy of the instrument of incorporation and the bylaws and amendments to them.

(3) Creditors of a provincial corporation and their agents and legal representatives may examine the records referred to in

section 40(1)(a), (

c) and (

d) during the usual business hours of the corporation on payment of a reasonable fee and may make copies of those records.

(4) Any person may examine the records referred to in

section 40(1)(

c) and (

d) during the usual business hours of the provincial corporation on payment of a reasonable fee and may make copies of those records.

(5) Notwithstanding anything in this section, a provincial corporation shall not disclose any residential address kept by the provincial corporation under

section 40. RSA 2000 cL-20 s42;2003 cP-6.5 s70 Right to list of shareholders 43(1) In the case of a provincial corporation that is a reporting issuer, on payment of a reasonable fee and on sending to the corporation or its agent the statutory declaration referred to in subsection (5), any person may on application require the corporation or its agent to furnish within 10 days from the receipt of the statutory declaration a list, referred to in this

section as the “basic list”, made up to a date not more than 10 days before the date of receipt of the statutory declaration, setting out (

a) the names of the shareh olders of the corporation, (

b) the number of shares owned by each shareholder, and (

c) the address of each shareholder, as shown on the records of the corporation.

RSA 2000

Section 44

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 45

(2) A person requiring a provincial corporation to supply a basic list may, by stating in the statutory declaration that the person requires supplemental lists, require the corporation or its agent on payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the information provided in it for each business day following the date the basic list is made up to.

(3) The provincial corporation or its agent shall furnish a supplemental list required under subsection (2) (

a) on the date the basic list is furnished, if the information relates to changes that took place before that date, and (

b) on the business day following the day to which the supplemental list relates, if the information relates to changes that took place on or after the date the basic list was furnished.

(4) A person requiring a provincial corporation to supply a basic list or a supplemental list may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares in the corporation.

(5) A statutory declaration shall state (

a) the name and address of the applicant, (

b) the name and address for se rvice of the body corporate if the applicant is a body corporate, and (

c) that the basic list and an y supplemental lists obtained pursuant to subsection (2) will not be used except as permitted under

section 44.

(6) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate. 1991 cL-26.5 s43 Use of list 44 No person shall use a list of shareholders obtained under this

section except in connection with (

a) an effort to influence the voting of shareholders of the provincial corporation, (

b) an offer to acquire shares of the provincial corporation, or

RSA 2000

Section 45

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 46 (

c) any other matter relating to the affairs of the provincial corporation. 1991 cL-26.5 s44 Trafficking in list 45 No person shall sell or purchase, offer for sale or purchase or otherwise traffic in a list of holders of securities of a provincial corporation. 1991 cL-26.5 s45 Annual return 46(1) A registered corporation shall prepare annually and send to the Minister not later than 3 months after the end of each fiscal year an annual return in the prescribed form relating to the fiscal year.

(2) In the case of a provincial corporation, the annual return shall be accompanied with (

a) the financial statements an d report of the auditor for the fiscal year to which the return relates, prepared in accordance with sections 156(2) and 157, (

b) a copy of the resolution of the directors approving the annual return, and (

c) any other documents and i nformation prescribed by the Minister.

(3) In the case of an extra-provincial corporation, the annual return shall be accompanied with the financial statements and auditor’s report on them for the fiscal year to which the return relates that the corporation must provide or has provided to a Minister of the Crown or a government official or agency in accordance with the requirements of applicable trust or loan corporation legislation governing the corporation in its home jurisdiction.

(4) Where, (

a) in the case of a provinci al corporation, the financial statements referred to in subsection (2) would be required by

section 157 to be on a consolidated basis, or (

b) in the case of an extra-provincial corporation, the financ ial statements referred to in subsection (3) are on a consolidated basis or would be required by

section 157 to be on a consolidated basis if the extra-provincial corporation were a provincial corporation, the financial statements shall be accompanied with

RSA 2000

Section 47

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 47 (

c) separate audited financia l statements in respect of the provincial corporation or extra-provincial corporation, as the case may be, where it is a holding body corporate, and (

d) separate audited financia l statements in respect of the provincial corporation or extra-provincial corporation, as the case may be, where the provincial corporation or extra-provincial corporation is a subsidiary.

(5) Where the provincial corporation or extra-provincial corporation is a subsidiary, the Minister may by notice in writing require the holding body corporate of the provincial corporation or extra-provincial corporation to forward to the Minister the holding body corporate’s financial statements and auditor’s report, and may in the notice direct the basis on which those financial statements are to be prepared and the period of time to which they are to relate.

(6) Where the provincial corporation or extra-provincial corporation is a holding body corporate, the Minister may by notice in writing require the provincial corporation or extra-provincial corporation to forward to the Minister separate audited financial statements in respect of any of its subsidiaries, and may in the notice direct the basis on which those financial statements are to be prepared and the period of time to which they are to relate. 1991 cL-26.5 s46 Other information to be given to Minister 47(1) A registered provincial corporation shall send to the Minister a copy of every statement of a financial nature relating to the corporation that is furnished to its shareholders within 5 days after the furnishing of the statement to the shareholders.

(2) A registered corporation shall send to the Minister (

a) a copy of any application and supporting documents made under a law of Canada or of a province or territory other than Alberta for a change to its instrument of incorporation or its registration status, together with a copy of the approval or refusal of the application, within 7 days after the making of the application or the receipt of the approval or refusal, and (

b) a copy of any change made to its instrument of incorporation or to its ability to carry on business in any other jurisdiction in Canada, within 7 days after the effective date of the change.

RSA 2000

Section 48

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 48

(3) A registered extra-provincial corporation shall send to the Minister notice (

a) of the making of an order b y a court or person in another jurisdiction that is in the nature of an order or direction under

section 274, 279, 283, 284 or 285 of this Act, and (

b) of the corporation’s being subject to an arrangement in another jurisdiction that is in the nature of a program of voluntary compliance under

section 280 of this Act.

(4) Repealed 2026 c3 s6.

(5) A registered corporation shall provide to the Minister at the times prescribed by the Minister any financial or other information that is prescribed by the Minister.

RSA 2000 cL-20 s47;2026 c3 s6 Form of records 48 All registers and other records required by this Act to be prepared and maintained by a registered corporation may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in legible written form within a reasonable time. 1991 cL-26.5 s48 Legible copies 49(1) If a person is entitled to examine any register or record that is maintained by a registered corporation in a form other than written form and makes a request of the corporation to do so, the corporation shall (

a) make available to that pe rson within a reasonable time a reproduction of the text of the register or record in legible written form, or (

b) provide facilities to enable that person to examine the text of the register or record in legible written form otherwise than by providing a reproduction of that text, and shall allow that person to make copies of that register or record.

(2) A registered corporation may charge a reasonable fee for providing a reproduction of the text of a register or record under subsection (1). 1991 cL-26.5 s49

RSA 2000

Section 50

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 49 Protection of records 50 A registered corporation and its agents shall take reasonable precautions to (

a) prevent loss or destruction of, (

b) prevent falsification of entries in, and (

c) facilitate detection and correction of inaccuracies in, the registers and other records required by this Act to be prepared and maintained. 1991 cL-26.5 s50

Part 5 Shares and Shareholders Definition 51 In this Part, “security” means, subject to

Part 6 of the Business Corporations Act as incorporated by

section 53 of this Act, a share of any class or series of shares or a debt obligation of a body corporate, and includes a certificate evidencing such a share or debt obligation and includes a warrant, but does not include a deposit or any instrument evidencing a deposit in a corporation. 1991 cL-26.5 s51

Interpretation 52 For the purposes of sections 63, 64, 65, 67 and 72, deposits in a provincial trust corporation are deemed to be a liability of the corporation notwithstanding that the deposits are held by it as trustee. 1991 cL-26.5 s52 Application of Business Corporations Act 53

Part 6 of the Business Corporations Act applies with respect to a provincial corporation as if it were a corporation within the meaning of that Act, and a reference in that Part to a

section in that Act, other than to a

section in that Part, is deemed to be a reference to the corresponding

section in this Act that deals with the same subject-matter. 1991 cL-26.5 s53 Non-par value shares 54(1) Shares of a provincial corporation shall be in registered form and shall be without nominal or par value.

RSA 2000

Section 55

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 50

(2) Shares with a nominal or par value of a provincial corporation incorporated before January 16, 1992 are, for the purposes of subsection (1), deemed to be shares without nominal or par value. 1991 cL-26.5 s54 Classes of shares 55(1) A provincial corporation shall have a class of shares designated as “common shares”.

(2) The rights of the holders of common shares are equal in all respects and include (

a) the right to vote at all meetings of shareholders, (

b) the right to receive dividends of the provincial corporati on if declared on those shares, and (

c) the right to receive the remaining property of the provinc ial corporation on dissolution.

(3) The instrument of incorporation may provide for classes of shares in addition to common shares, and in that case (

a) the rights, privileges, r estrictions and conditions attaching to the shares of each class shall be set out in the instrument of incorporation, and (

b) those shares shall not be designated as common shares or b y any similar term.

(4) Subject to

section 58, if a provincial corporation has more than one class of shares the rights of the holders of the shares of a class are equal in all respects. 1991 cL-26.5 s55 Issue of shares 56(1) Subject to this Act and the instrument of incorporation, shares of a provincial corporation may be issued at the times, to the persons and for the consideration determined by the directors.

(2) Shares issued by a provincial corporation are non-assessable and the shareholders are not liable to the corporation or to its creditors in respect of them.

(3) A provincial corporation shall not issue a share until the consideration for the share is fully paid in money and received by the corporation.

(4) The requirement in subsection (3) that the consideration be in money does not apply

RSA 2000

Section 57

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 51 (

a) in a case where the shar e is issued as part of an amalgamation, or (

b) in any other circumstances with respect to which the Minister has given the Minister’s prior approval. 1991 cL-26.5 s56 Stated capital account 57(1) A provincial corporation shall maintain a separate stated capital account for each class and series of shares it issues.

(2) Unless the Minister approves otherwise, a provincial corporation shall add to the appropriate stated capital account in respect of any shares it issues the full amount of the consideration it receives for the shares.

(3) On the issue of a share, a provincial corporation shall not add to a stated capital account in respect of the share an amount greater than the amount referred to in subsection (2).

(4) If a provincial corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares and (

a) the amount to be added was not received by the corporation as consideration for the issue of shares, and (

b) the corporation has issued outstanding shares of more than one class or series, the addition to the stated capital account must be approved by special resolution unless all the issued and outstanding shares are shares of not more than 2 classes of convertible shares referred to in

section 68(5).

(5) Where, in the case of a proposed addition of an amount to a stated capital account in a situation where a special resolution is required under subsection (4), a class or series of shares of a provincial corporation would be affected differently from how any other class or series of shares of the corporation would be affected by that action, the holders of shares of the differently affected class or series are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not those shares otherwise carry the right to vote.

(6) Subject to subsections (4) and (5), a provincial corporation may add to a stated capital account any amount it has credited to a retained earnings or other surplus account.

RSA 2000

Section 58

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 52

(7) On January 16, 1992, the stated capital of each class and series of shares of a provincial trust corporation is deemed to equal the paid-up capital of each class and series of shares of the body corporate immediately prior to that day. 1991 cL-26.5 s57 Shares in series 58(1) Subject to its instrument of incorporation, the directors of a provincial corporation may authorize the issue of any class of shares, other than common shares, in one or more series, and they may fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series.

(2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate ratably in respect of accumulated dividends and return of capital.

(3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this

section shall confer on shares of a series (

a) greater voting ri ghts than are attached to shares of any other series in the same class that are then outstanding, or (

b) a priority in respect of dividends or return of capital ov er shares of any other series in the same class that are then outstanding. (4) Subsection (3) does not apply to a right or privilege to exchange a share or shares for, or to convert a share or shares into, a share or shares of another class. 1991 cL-26.5 s58 Shareholder’s pre-emptive right 59(1) If the letters patent of a provincial corporation so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at the same price and on the same terms as those shares are to be offered to others.

(2) Notwithstanding that the letters patent provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued (

a) for a consideration other than money,

RSA 2000

Section 60

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 53 (

b) as a share dividend, or (

c) pursuant to the exercise of conversion privileges, options or rights previously granted by the provincial corporation. 1991 cL-26.5 s59 Conversion privileges, options and rights 60(1) A provincial corporation may issue certificates, warrants or other evidences of conversion privileges or options or rights to acquire securities of the corporation, and shall set out the conditions to which the conversion privileges, options or rights are subject (

a) in the certificates, war rants or other evidences, or (

b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached.

(2) Conversion privileges and options or rights to purchase securities of a provincial corporation may be made transferable or non-transferable, and options and rights to purchase may be made separable or inseparable from any securities to which they are attached.

(3) If a provincial corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of those conversion privileges, options and rights. 1991 cL-26.5 s60 Prohibited shareholdings 61(1) A provincial corporation (

a) shall not hold shares in itself or in its holding body corporate, and (

b) shall not permit any of its subsidiaries to hold shares in the corporation or in the holding body corporate of the corporation except in accordance with this

section and sections 62 to 66 or unless the Minister consents in writing to the holding. (2) Subsection (1) does not apply to shares held in contravention of subsection (1) immediately before December 8, 1988.

(3) A provincial corporation may in the capacity of personal representative hold shares in itself or in its holding body corporate

RSA 2000

Section 62

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 54 unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

(4) A provincial corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of its business.

(5) A provincial corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation (

a) holds the shares in the capacity of personal representativ e, and (

b) has complied with

section 153 of the Business Corporations Act, as incorporated into this Act by

section 99 of this Act. 1991 cL-26.5 s61 Restrictions on acquisition of shares 62(1) Subject to this section,

section 77 applies to a purchase, acquisition or redemption for cancellation of voting shares by a provincial corporation under

section 63, 64 or 65 as if the purchase, acquisition or redemption of voting shares were a transfer or issue of voting shares.

(2) Notwithstanding subsection (1), (a)

section 77(6) do es not apply, and (

b) the provincial corporation must make the application referred to in

section 77(7) on behalf of the persons referred to in that subsection in the case of a purchase, acquisition or redemption of shares referred to in subsection (1). 1991 cL-26.5 s62 Acquisition of own shares 63(1) Subject to subsection (2) and to its bylaws, a provincial corporation may purchase or otherwise acquire shares issued by it.

(2) A provincial corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that (

a) the corporation is, or after the payment would be, unable to pay its liabilities as they become due, or

RSA 2000

Section 64

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 55 (

b) the realizable value of the corporation’s assets after the payment would be less than the aggregate of its liabilities and stated capital of all classes.

(3) A provincial corporation that is not a reporting issuer shall, within 30 days after the purchase of any of its issued shares, notify its shareholders (

a) of the numb er of shares it has purchased, (

b) of the names of the shareholders from whom it has purchased the shares, (

c) of the price paid for the shares, and (

d) of the balance, if any, remaining due to the shareholders from whom it purchased the shares.

(4) A shareholder of a provincial corporation other than a reporting issuer is entitled on request and without charge to a copy of the agreement between the corporation and any of its other shareholders under which the corporation has agreed to purchase, or has purchased, any of its own shares. 1991 cL-26.5 s63 Alternative acquisition of own shares 64(1) Subject to subsection (2) and to its bylaws, a provincial corporation may purchase or otherwise acquire shares issued by it (

a) to settle or compromise a d ebt or claim asserted by or against the corporation, (

b) to eliminate fr actional shares, or (

c) to fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, officer or employee of the corporation.

(2) Notwithstanding

section 63(2), a corporation may purchase or otherwise acquire shares issued by it to comply with an order under

section 293.

(3) A provincial corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that (

a) the corporation is, or after the payment would be, unable to pay its liabilities as they become due,

RSA 2000

Section 65

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 56 (

b) the realizable value of the corporation’s assets after the payment would be less than the aggregate of (

i) its liabilities, and (ii) the amount that would be re quired to pay the holders of shares who have a right to be paid, on a redemption or in a liquidation, prior to the holders of the shares to be purchased or acquired, o r (

c) the purchase or acquisition would cause the corporation to be in contravention of this Act or the regulations. 1991 cL-26.5 s64 Redemption of shares 65(1) Subject to subsection (2) and to its bylaws, a provincial corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price calculated according to a formula stated in the bylaws.

(2) A provincial corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that (

a) the corporation is, or after the payment would be, unable to pay its liabilities as they become due, (

b) the realizable value of the corporation’s assets after the payment would be less than the aggregate of (

i) its liabilities, and (ii) the amount that would be re quired to pay the holders of shares who have a right to be paid, on a redemption or in a liquidation, ratably with or prior to the holders of the shares to be purchased or redeemed, o r (

c) the redemption would cause the corporation to be in contravention of this Act or the regulations. 1991 cL-26.5 s65 Donated and escrowed shares 66 A provincial corporation may accept from any shareholder a share of the corporation (

a) that is surrender ed to it as a gift, or

RSA 2000

Section 67

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 57 (

b) that has been held in escrow pursuant to an escrow agreement required by the Executive Director and that is surrendered pursuant to that agreement. 1991 cL-26.5 s66;1995 c28 s70 Reduction of stated capital 67(1) Subject to subsection (4) and its instrument of incorporation, a provincial corporation, by special resolution and with the approval of the Minister, may reduce its stated capital for any purpose.

(2) Where a class or series of shares of a provincial corporation would be affected by a reduction of stated capital under subsection (1) differently from how any other class or series of shares of the corporation would be affected by that action, the holders of shares of the differently affected class or series are entitled to vote separately as a class or series, as the case may be, on the proposal to take the action, whether or not the shares otherwise carry the right to vote.

(3) A special resolution under this

section shall specify the stated capital account or accounts from which the reduction of stated capital affected by the special resolution will be made.

(4) A provincial corporation shall not reduce its stated capital, other than for the purpose of declaring it to be reduced by an amount that is not represented by realizable assets, if there are reasonable grounds for believing that (

a) the corporation is, or after the reduction would be, unabl e to pay its liabilities as they become due, (

b) the realizable value of the corporation’s assets after the reduction would be less than the aggregate of its liabilities, or (

c) the reduction would cause the corporation to be in contravention of this Act or the regulations.

(5) A shareholder, creditor or depositor of a provincial corporation may apply to the Court for an order compelling another shareholder or another recipient (

a) to pay to the corporation an amount equal to any liability of that other shareholder that was extinguished or reduced contrary to this section, or (

b) to pay or deliver to the corporation any money or property that was paid or distributed to that other shareholder or

RSA 2000

Section 68

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 58 recipient as a consequence of a reduction of capital made contrary to this section.

(6) A proceeding to enforce a liability imposed by this

section may not be commenced after 2 years from the date of the action complained of.

(7) This

section does not affect any liability that arises under

section 131. 1991 cL-26.5 s67;1994 c39 s4 Adjustment of stated capital account 68(1) On a purchase, redemption or other acquisition by a provincial corporation under

section 63, 64, 65, 73 or 293(3)(

e) of shares or fractions of shares issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares or fractions of shares of that class or series purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

(2) A provincial corporation shall deduct the amount of a payment made by the corporation to a shareholder under

section 293(3)(

f) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

(3) A provincial corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in

section 67(3).

(4) On a conversion or change of issued shares of a provincial corporation into shares of another class or series, the corporation shall (

a) deduct from the stated ca pital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of issued shares of that class or series immediately before the conversion or change, and (

b) add the result obtained und er clause (

a) and any additional consideration received pursuant to the conversion or change to the stated capital account maintained or to be maintained

RSA 2000

Section 69

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 59 for the class or series of shares into which the shares have been converted or changed.

(5) For the purposes of subsection (4), where a provincial corporation issues 2 classes or series of shares and there is attached to each class or series a right to convert a share of one class or series into a share of the other class or series, the amount of stated capital attributable to a share in either class or series is the amount obtained when the sum of the stated capital of both classes or series of shares is divided by the number of issued shares of both classes or series of shares immediately before the conversion.

(6) Shares or fractions of shares issued by a provincial corporation and purchased, redeemed or otherwise acquired by it must be cancelled or restored to the status of authorized but unissued shares.

(7) For the purposes of this section, a provincial corporation holding shares in itself as permitted by

section 61(3) and (4) is deemed not to have purchased, redeemed or otherwise acquired those shares.

(8) Where shares of a class or series are converted or changed into the same or another number of shares of another class or series, those shares become the same in all respects as the shares of the class or series into which they are converted or changed. 1991 cL-26.5 s68 Repayment, acquisition and reissue of debt obligations 69(1) Debt obligations issued, pledged, hypothecated or deposited by a provincial corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid, and those obligations remain obligations of the corporation until they are discharged.

(2) Debt obligations issued by a provincial corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or incurred afterwards, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations. 1991 cL-26.5 s69 Enforceability of contract to purchase shares 70(1) A contract with a provincial corporation providing for the purchase by it of its own shares is specifically enforceable against

RSA 2000

Section 71

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 60 the corporation, except to the extent that it cannot perform the contract without contravening

section 63 or 64.

(2) In any action brought on a contract referred to in subsection (1), the provincial corporation has the burden of proving that performance of the contract is prevented by

section 63 or 64.

(3) Until the provincial corporation has fully performed a contract referred to in subsection (1), the other party to the contract retains the status of a claimant and is entitled (

a) to be paid as soon as the corporation is lawfully able to perform the contract, or (

b) in a liquidation, to be ranked subordinate to the rights o f depositors, creditors, holders of subordinated notes and any class of shareholders whose rights were in priority to the rights given to the class of shares that other party contracted to sell to the corporation, but in priority to the rights of other shareholders. 1991 cL-26.5 s70 Commission on sale of shares 71 The directors of a provincial corporation may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s (

a) purchasing or agreeing to purchase shares of the corporati on from it or from any other person, or (

b) procuring or agreeing to procure purchasers for any such shares. 1991 cL-26.5 s71 Payment of dividend 72(0.1) In this section, “accumulated deficit” means a negative retained earnings balance arising when accumulated losses and dividends declared or paid exceed accumulated profits.

(1) The directors of a provincial corporation may declare, and a provincial corporation may pay, a dividend by issuing fully paid shares of the corporation and, subject to subsection (3), a corporation may pay a dividend in money or property.

(2) If a provincial corporation issues shares of the corporation in payment of a dividend, it shall add to the stated capital account for the shares of the class or series issued the declared amount of the dividend, stated as an amount of money.

RSA 2000

Section 73

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 61

(3) The directors shall not declare and a provincial corporation shall not pay a dividend if there are reasonable grounds for believing that (

a) the corporation is, or after the payment would be, unable to pay its liabilities as they become due, (

b) the realizable value of the corporation’s assets after the payment would be less than the aggregate of (

i) its liabilities, and (ii) its stated capital of all classes, (b.1) the payment would cause the corporation to incur an accumulated deficit or increase the amount of its existing accumulated deficit, as shown in the statement of financial position contained in the corporation’s financial statements, or (

c) the payment would cause the corporation to be in contravention of this Act or the regulations. RSA 2000 cL-20 s72;2026 c3 s6 Lien on share 73(1) The bylaws of a provincial corporation may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation.

(2) A provincial corporation may enforce a lien referred to in subsection (1) in accordance with its bylaws. 1991 cL-26.5 s73 Limited liability of shareholders 74 Except as otherwise provided in this Act, the shareholders of a provincial corporation are not, as shareholders, liable for any liability, act or default of the corporation. 1991 cL-26.5 s74 Restrictions on issue, transfer 75 A provincial corporation shall not impose restrictions on the issue, transfer or ownership of shares of any class or series except to the extent that it is authorized to do so by its instrument of incorporation or this Act. 1991 cL-26.5 s75

Interpretation 76(1) For the purposes of this

section and sections 77 to 81, a person is deemed to be related to

RSA 2000

Section 77

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 62 (

a) every body corporate the pe rson controls and every affiliate of that body corporate, (

b) every partner of the person, (

c) every trust or estate in which the person has a substantia l beneficial interest or in respect of which the person serves as trustee or in a similar capacity, (

d) the spouse or adult interdependent partner of the person, (

e) every relative of the person, or of the person’s spouse or adult interdependent partner, who has the same home as the person, and (

f) every other person the Minister considers is acting in concert with the person to acquire and control voting shares of a provincial corporation and so designates by order as a related person.

(2) For the purpose of sections 77, 78 and 80, a person who, alone or with any related person, (

a) controls a body corporate t hat does not control a provincial corporation but that holds or beneficially owns 10% or more of the total number of issued and outstanding voting shares of a class of voting shares of the corporation, or (

b) holds or beneficially owns 10% or more of the total number of issued and outstanding voting shares of a class of voting shares of a body corporate that controls a provincial corporation is deemed to be a holding body corporate, and the voting shares and transfer or issue of voting shares of those persons in the body corporate referred to in clause (

a) or (

b) are deemed to be shares or a transfer or issue of shares to which sections 77, 78 and 80 apply. RSA 2000 cL-20 s76;2002 cA-4.5 s51 Minister’s consent to transfer or issue 77(1) The directors of a provincial corporation shall refuse to allow the transfer or issue of voting shares of the corporation to be entered in the securities register without the Minister’s consent in either of the following circumstances: (

a) if, in a case where a person and other persons related to that person hold or beneficially own immediately before the entry of the transfer or issue more than 10% of any class of the issued and outstanding voting shares of the corporation, the entry of the transfer or issue would cause that percentage

RSA 2000

Section 77

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 63 to increase, based on the number of issued and outstanding voting shares after the entry of the transfer or issue; (

b) if, in a case where a person and other persons related to that person hold or beneficially own immediately before the entry of the transfer or issue 10% or less of any class of the issued and outstanding voting shares of the corporation, the entry of the transfer or issue would cause that percentage to increase to more than 10%, based on the number of issued and outstanding voting shares after the entry of the transfer or issue.

(2) Until the Minister’s consent is obtained under subsection (1) no person shall in person or by proxy exercise the voting rights attaching to any of the voting shares that are held or beneficially owned by the person or related persons referred to in subsection (1).

(3) Notwithstanding subsection (1), where a consent is given under subsection (1) with respect to a person and other persons related to that person, no consent under subsection (1) is required with respect to those persons in respect of a subsequent transfer or issue of voting shares unless, as a result of the entry of the transfer or issue, the shareholdings or beneficial ownership of those persons calculated under subsection (1) would undergo an increase of more than 5% from the shareholdings or beneficial ownership calculated immediately after the previous consent was given.

(4) The exception set out in subsection (3) does not apply (

a) to a transfer or issue of shares that would result in a ch ange of control of the provincial corporation, or (

b) where, since the previous consent was given under this section, the shareholdings or beneficial ownership of the person and other persons related to that person calculated under subsection (1) have decreased by more than 5% from the shareholdings or beneficial ownership calculated immediately after the previous consent was given.

(5) Where, on January 16, 1992, a person and other persons related to that person hold or beneficially own more than 10% of any class of issued and outstanding voting shares of a corporation, the Minister is, for the purposes of this section, deemed to have given a consent in respect of that holding or ownership on January 16, 1992.

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Section 77

Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 64

(6) The consent of the Minister under this

section is not required in respect of a transfer or issue of shares to an underwriter, as defined in the Securities Act, who receives them in that capacity.

(7) Where a consent is required under this section, (

a) the person to whom the shares are to be transferred or issued, or (

b) where the person referred t o in clause (

a) will not be the beneficial owner of the shares, that person and the beneficial owner jointly, shall apply for the consent and shall provide the Minister with any information the Minister requires in support of the application.

(8) On an application under subsection (7), the Minister may refuse consent where (

a) any of the holders or beneficial owners to whom the consen t relates (

i) is or has been bankrupt, (ii) has been convicted of a criminal offence, an offence under this Act or an offence under the Securities Act or comparable legislation of another jurisdiction in Canada, (iii) is or has been subject to a cease trading order under the Securities Act or comparable legislation of another jurisdiction in Canada, (iv) is the subject of a speci al examination under

section 274, (

v) is contravening any provision of this Act or the regulations or of any comparable legislation of another jurisdiction or of any undertaking given to the Minister, or (vi) fails to provide the information requested under subsection (7), o r (

b) it would, in the Minister’s opinion, be in the public inte rest to do so, having regard to the following: (

i) the nature and sufficiency of the financial resources of the holders or beneficial owners to whom the consent

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Chapter L-20 LOAN AND TRUST CORPORATIONS ACT 65 relates as a source of continuing financial support for the provincial corporation; (ii) where the transfer or issue would result in a change in control of the provincial corporation, the soundness and feasibility of plans of the holders or beneficial owners to whom the consent relates for the future conduct and development of the business of the provincial corporation; (iii) the business record and experience of the holders or beneficial owners to whom the consent relates; (iv) whether the provincial corporation will be operated responsibly by persons who are fit as to character and are competent for that purpose; (

v) the best interests of the financial system in Alberta. (

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cL-20
Type	statute
Volume / chapter	RSA 2000 cL-20
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	c4c5beca64d04d5e4ed653bc50d8b613e72e67c1

Source file is stored in the law ingest library (pdf).