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Acts and Regulations
L-11.2
- Loan and Trust Companies Act
Summary
Regulation
1
Chapter
Title
92-47
General
Full text
Detailled Table of Contents
Current to 1 January 2024
Loan and Trust Companies Act
I
INTERPRETATION AND APPLICATION
1
Definitions and interpretation
2
Application of Act
3
Transitional provisions respecting existing companies
4
Idem
5
Transitional provisions respecting existing companies
6
Exemptions
6.1
Idem
7
Extra-provincial companies
8
The Winding-up Act
9
Revival of bodies corporate
10
Paramountcy of Act
II
INCORPORATION AND CONTINUATIONAND CHANGES BY SUPPLEMENTARYLETTERS PATENT
11
Application for letters patent or supplementary letters patent
12
Requirements and contents of application
13
Decision of Minister
14
Contents of instrument of incorporation
15
Notice of issue
16
Coming into existence
17
Name provisions
18
Reservation of name
19
Name restrictions
20
Name changed or revoked by Superintendent
21
Capacity and powers of provincial company
22
Conferring powers, restriction on business and powers, acts of company, no notice
23
Actual or constructive knowledge
24
Restated letters patent
25
Continuance of extra-provincial company
26
Continuance of provincial bodies corporate
27
Effect of continuance, letters patent of continuance, application
28
Discontinuance of provincial company: continuance into another Canadian jurisdiction
29
Discontinuance: continuance into Business Corporations Act
30
Meeting of directors
31
Meetings of shareholders
III
BUSINESS, INVESTMENTS ANDRESTRICTIONS ON POWERS
32
Prohibitions respecting business
33
Prudent investment standards
34
Deposits
35
Deposit insurance
36
Restrictions on amounts received and borrowed
37
Subordinated notes
38
Pledging of assets for liquidity reasons
39
Liquidity to be maintained
40
Restriction on investments
41
Authorized investments
42
Investment in real estate – production of income
43
Investment in real estate – company use
44
Real estate that has been mortgaged or conveyed in satisfaction of debts
45
Open “basket” on investments
46
Investment limits
47
Restrictions on single investments
48
Investments in or by subsidiaries
49
Authorization for other investments
50
Real or personal property as collateral security
51
Allocation of security
52
Common trust funds
53
Mutual funds
54
Liability, authority to exercise offices
55
Execution of trusts
IV
REGISTERED OFFICE, BOOKS, RECORDSAND RETURNS
56
Registered office
57
Records maintained by company
58
Examination of records
59
Form of records, offences
60
Provision of financial information
61
Annual return
62
Filing of financial statements with Superintendent
63
Filing of corporate change
64
Returns of names of directors
65
Filing of by-laws with Superintendent
66
Filing of additional information
67
Filing of information with Trust Companies Association of Canada
68
File of Superintendent
V
SHARES AND CORPORATE FINANCE
69
Deposits are liability
70
Shares
71
Issue of shares
72
Capital account
73
Shares in a series
74
Preemptive rights
75
Conversion privileges
76
Company cannot hold shares in itself
77
Purchase, redemption or acquisition of company’s own shares
78
Reduction of stated capital
79
Adjustment of stated capital account – acquisition under section 77 or special resolution referred to in subsection 78(1)
80
Adjustment of stated capital account – conversion of shares or change under subsection 11(10) or section 252
81
Cancellation and restoration of shares
82
Contract to purchase shares
83
Commission on sale of shares
84
Authorization of dividends
85
Payment of dividends
86
Donated shares
87
Shareholder’s limited liability
88
Restriction on transfer of shares; consent by Minister
89
Declaration may be required
90
Where consent withheld
91
Exemption from section 88
92
Declaration of shareholders
93
No prohibited transfer or issue to be registered
94
Share certificates, transfers, registers
95
Restrictions on transfer of shares
96
Trafficking in shareholders’ list
VI
DIRECTORS AND OFFICERS
97
Management, number of directors
98
Qualifications respecting directors
99
Cumulative voting
100
Qualifications of directors, vacancy
101
When director ceases to hold office
102
Removal of directors
103
Meetings of shareholders; shareholder’s statements
104
Vacancies on board of directors
105
Number of directors
106
Meetings of directors
107
By-laws
108
Chief executive officer and committees of directors
109
Audit and investment committees
110
Appointment and qualifications of officers
111
Remuneration of directors
112
Effect of irregularity or defect in appointment
113
Joint and several liability of directors
114
Standard of care and duties of directors and officers
115
Dissent by directors
116
Indemnification of directors
117
Audit committee
118
Investment committee
119
Written procedures and systems to be established
120
Records of meetings of directors
VII
SHAREHOLDERS AND PROXIES
121
Meetings of shareholders
122
Idem
123
Record date
124
Notice of meeting
125
Waiver of notice
126
Proposals by shareholders
127
Shareholder lists and voting rights
128
Quorum
129
One vote for each share
130
Voting
131
Class or series vote
132
Written resolutions
133
Requisition of meetings
134
Meetings ordered by Court
135
Determination of controversy
136
Proxies
VIII
FINANCIAL DISCLOSURE AND AUDITORS
137
Financial year, annual financial statements
138
Annual statements to shareholders
139
Preparation of financial statements
140
Auditors
141
Vacancy in office of auditor
142
Attendance at meetings, removal of auditor, auditor of subsidiary
143
Examination by auditor, right to information, immunity
144
Auditor’s reports
145
Report to board of directors, report to superintendent
146
Report on adequacy of procedure, audit
147
Audit committee meetings, attendance at directors’ meetings
148
Liability of auditors, qualified privilege
IX
AMALGAMATION AND PURCHASE ORSALE OF BUSINESS, TAKE OVER BIDS,LIQUIDATION AND DISSOLUTION
149
Amalgamation by agreement
150
Shareholder approval
151
Application for letters patent of amalgamation
152
Issue of letters patent of amalgamation
153
Effect of letters patent
154
Agreement for sale or purchase of business
155
Arrangements for transfer of trust business
156
Acquisition by purchase of shares
157
Take over bids
158
Effect of bankruptcy proceedings
159
Returns by liquidator
160
Payment of unpaid money on liquidation
161
Dissolution where no property or liabilities
162
Expiration of instrument of incorporation
163
Voluntary liquidation and dissolution
164
Liquidation under supervision of Court
165
Powers of Court
166
Cessation of business and powers
167
Appointment of liquidator
168
Duties of liquidator
169
Powers of liquidator, application by liquidator, order of Court
170
Application by shareholder
171
Dissolution by letters patent
172
Custody of records
173
Effects of dissolution, service, action against shareholders
174
Disposition of unclaimed property
175
Disposition of property held in trust
176
Final vesting in Province
X
INSIDER TRADING ANDCONFLICT OF INTEREST
177
Application of Business Corporations Act
178
Power to designate person as restricted party
179
Prohibitions respecting transactions
180
Permitted transactions
181
Onus respecting potential conflicts
182
Prohibitions respecting trust funds
183
Consent to unauthorized transactions
184
Disclosure of restricted party’s interest
185
Application to set aside transaction
186
Derivative action
187
Reporting by auditor
188
Duties respecting professional advice
189
Immunity
XI
EXTRA-PROVINCIAL COMPANIES
190
Application for a licence, designated jurisdiction
191
Application of the Act
192
Name restrictions
193
Agents
194
Notice of branch office
195
Deposits must be insured
196
Powers, capacity and restrictions
197
Provision of prescribed information
198
Filing of changes in information
199
Filing of financial statements
200
Filing of annual return
201
Records to be maintained
202
Confidentiality of documents
203
Notice of restriction on licence in designated jurisdiction
204
Effect of voluntary compliance program
205
Agreement respecting conflict of interest
206
Notice of deposit broker, agent or representative
207
Amalgamations
208
Idem
209
Liquidation
XII
LICENSING
210
Restrictions on carrying on business
211
Application for licences and amendments, contents of application
212
Granting of licence
213
Where the Superintendent...
214
Licences and notice
215
Duration of licence
216
Register to be maintained
XIII
ADMINISTRATION
217
Administration
218
Appeals
219
Prohibitions respecting employees
220
Extra-provincial jurisdiction
221
Documents and records
222
Power to require evidence, reporting evidence
223
Examinations, audits and inspections
224
Annual inspections of licensed companies
225
Examination by Superintendent
226
Special examinations
227
Inquiries by Superintendent
228
Extension of time
229
Evidence
230
Repealed
231
Powers relating to administration and enforcement
232
Assessment of Minister’s costs
232.1
Assessment of Commission’s costs
XIV
ENFORCEMENT AND CIVIL REMEDIES
233
Orders of Superintendent respecting compliance
234
Repealed
235
Ministerial approvals
235.1
Approvals by Superintendent
236
Superintendent may be party at hearings
237
Transcript of oral evidence
238
Hearings may be private or public
239
Voluntary compliance program
240
Revocation of licence or modification of terms
241
Notice of revocation or modification
242
Definitions
243
Orders for possession and control or to impose conditions
244
Power of Commission on taking possession and control
245
Application to Court
246
Orders binding on successors and assignees
247
Requirements respecting over-valued property
248
Investigation ordered by Superintendent
249
Repealed
250
Order to freeze property
251
Superintendent may apply to Court for order
252
Order for compliance
253
Want of prosecution, costs
254
Application for rectification
XV
OFFENCES AND PENALTIES
255
Offences
256
Order to comply
257
Compensation or restitution
258
Offences generally
259
Repealed
260
Repealed
261
Continuing offence
262
Limitation
263
Civil remedy
XVI
MISCELLANEOUS AND REGULATIONS
264
Deposits from persons unable to contract
265
Disposition of deposits on death
266
Payments by mistake
267
Unclaimed deposits
268
Effect of transfer of fiduciary business
269
Notices generally
270
Notice sent to or served upon a company
271
Certificates
272
Notices and documents
273
Alteration to notice or document
274
Certificate of company
275
Regulations
XVII
TRANSITIONAL, CONSEQUENTIALAMENDMENTS, REPEAL ANDCOMMENCEMENT
276
Prohibition respecting licensing, transitional licences, transitional provision re capital requirements
277
Transitional application of existing legislation
278
Auditor General Act
279
Business Corporations Act
280
Companies Act
281
Deposit Insurance Act
282
Insurance Act
283
Trust, Building and Loan Companies Licensing Act
284
Trust Companies Act
285
Security Frauds Prevention Act
286
Repeal of certain Acts
287
Commencement
Schedule A
SCHEDULE B
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