523. (1) This Part applies only in respect of the business in Canada of authorized foreign banks.

(2) The assets and liabilities of an authorized foreign bank in respect of its business in Canada, as shown by its books and records, are considered to be the assets and liabilities of the authorized foreign bank in respect of its business in Canada.

1991, c. 46, s. 523; 1997, c. 15, s. 86; 1999, c. 28, s. 35.

524. (1) On application by a foreign bank, the Minister may make an order permitting the foreign bank to establish a branch in Canada to carry on business in Canada under this Part.

(2) The order may be made subject to the restrictions and requirements referred to in subsections 540(1) and (2), respectively.

(3) The Minister may make an order only if the Minister is satisfied that, if the application is made by a non-WTO Member foreign bank, treatment as favourable for banks to which this Act applies exists or will be provided in the jurisdiction in which the authorized foreign bank principally carries on business, either directly or through a subsidiary.

(4) The Minister may make an order only if the Minister is of the opinion, after consultation with the Superintendent, that

(a) the applicant is a bank in the jurisdiction under whose laws it was incorporated and is regulated in a manner acceptable to the Superintendent; and

(b) the applicant’s principal activity is the provision of

(i) financial services, or

(ii) services that would be permitted by this Act if they were provided by a bank in Canada.

1991, c. 46, s. 524; 1999, c. 28, s. 35; 2001, c. 9, s. 133.

524.1 No foreign bank may establish a branch in Canada to carry on business in Canada under this Part if the foreign bank or an entity affiliated with the foreign bank

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

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

2001, c. 9, s. 134.

524.2 No authorized foreign bank and no entity affiliated with an authorized foreign bank may

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

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

2001, c. 9, s. 134.

525. (1) An application for an order under subsection 524(1) shall be filed with the Superintendent, together with any other information, material and evidence that the Superintendent may require.

(2) Before filing an application, a foreign bank applicant shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where its principal office is to be situated.

(3) A person who objects to the proposed order may, within thirty days after the date of the last publication under subsection (2), submit the objection in writing to the Superintendent.

(4) On receipt of an objection, the Superintendent shall inform the Minister of it.

(5) On receipt of an objection, and if the application for the order has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.

(6) Within thirty days after receiving the report, the Minister shall make it available to the public.

(7) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.

1991, c. 46, s. 525; 1999, c. 28, s. 35.

526. Before making an order under subsection 524(1), the Minister shall take into account all matters that the Minister considers relevant to the application, including

(a) the nature and sufficiency of the financial resources of the foreign bank as a source of continuing financial support for the carrying on of its business in Canada;

(b) the soundness and feasibility of plans of the foreign bank for the future conduct and development of its business in Canada;

(c) the business record and past performance of the foreign bank;

(d) the reputation of the foreign bank for being operated in a manner that is consistent with the standards of good character and integrity;

(e) whether the proposed authorized foreign bank will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

(f) the impact of any integration of the businesses and operations in Canada of the authorized foreign bank with those of its affiliates in Canada on the conduct of those businesses and operations; and

(g) the best interests of the financial system in Canada.

1991, c. 46, s. 526; 1999, c. 28, s. 35; 2001, c. 9, s. 135.

527. (1) An order made under subsection 524(1) shall set out

(a) the name of the authorized foreign bank and, where applicable, the name under which it is permitted to carry on business in Canada;

(b) the place in Canada where the principal office of the authorized foreign bank is to be situated;

(c) whether the authorized foreign bank is subject to any restrictions and requirements referred to in subsection 524(2); and

(d) the date on which the order becomes effective.

(2) The Minister may set out in the order any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed authorized foreign bank with respect to the carrying on of business in Canada.

(3) The Minister may impose any terms and conditions in respect of the order that the Minister considers appropriate.

(4) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of the order.

1991, c. 46, s. 527; 1999, c. 28, s. 35.

528. (1) On application by an authorized foreign bank, the Minister may, by further order,

(a) change the name under which it is permitted to carry on business in Canada or the place in Canada where its principal office is to be situated as that name or place is set out in the order made under subsection 524(1) or in any other order made under this section;

(b) add any provision referred to in subsection 527(2) or any term or condition referred to in subsection 527(3) or change or remove any of those provisions, terms or conditions that are included in the order made under subsection 524(1) or in any other order made under this section; or

(c) add or remove the restrictions and requirements referred to in subsection 524(2).

(2) Before making an application under subsection (1), the authorized foreign bank must publish a notice of intention to make the application at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper of general circulation at or near the place where its principal office is situated.

1991, c. 46, s. 528; 1999, c. 28, s. 35.

529. (1) Subject to this section but notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant an authorized foreign bank permission to

(a) engage in a business activity specified in the order that an authorized foreign bank is not otherwise permitted by this Part to engage in;

(b) have liabilities that an authorized foreign bank is not otherwise permitted by this Part to have, if the authorized foreign bank or an affiliate of the authorized foreign bank had those liabilities at the time an application for an order under subsection 524(1) was made;

(c) hold assets that an authorized foreign bank is not otherwise permitted by this Part to hold, if the assets were held, at the time an application for an order under subsection 524(1) was made, by the authorized foreign bank or an affiliate of the authorized foreign bank;

(d) acquire and hold assets that an authorized foreign bank is not otherwise permitted by this Part to acquire or hold if the authorized foreign bank was obliged, at the time an application for an order under subsection 524(1) was made, to acquire those assets;

(e) [Repealed, 2001, c. 9, s. 136]

(f) in the case of an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2), carry on business in Canada without having to deposit assets having a value of at least five million dollars, as required by subparagraphs 534(3)(a)(ii) and 582(1)(b)(i), where the authorized foreign bank continues to hold a substantial investment in

(i) a bank that is a subsidiary of the foreign bank and the Minister has approved an application for voluntary liquidation and dissolution made by the subsidiary under section 344, or

(ii) a company to which the Trust and Loan Companies Act applies and the Minister has approved an application for voluntary liquidation and dissolution made by the company under section 349 of that Act; or

(g) maintain outside Canada any records or registers required by this Act to be maintained in Canada and maintain and process outside Canada information and data relating to the preparation and maintenance of those records or registers.

(2) An order under subsection (1) may not be made if the effect of the order would be to permit an authorized foreign bank to

(a) contravene section 545, in the case of an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2); or

(b) have deposit liabilities so as to cause the authorized foreign bank to be in contravention of section 540, in the case of an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2).

(3) Permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

(a) with respect to any activity described in paragraph (1)(a), thirty days after the day on which an order made under subsection 524(1) becomes effective in respect of the authorized foreign bank or, where the activity is conducted pursuant to an agreement existing on that day, on the expiration of the agreement;

(b) with respect to any matter described in paragraph (1)(b), ten years; and

(c) with respect to any matter described in any of paragraphs (1)(c) to (g), two years.

(4) Subject to subsection (5), the Minister may, on the recommendation of the Superintendent, by order, renew permission granted under subsection (1) with respect to any matter described in paragraphs (1)(b) to (f) for any further period or periods that the Minister considers necessary.

(5) The Minister may not grant to an authorized foreign bank any permission

(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the authorized foreign bank that the authorized foreign bank will not be able at law to redeem or discharge at the end of the ten years any liabilities to which the permission relates;

(b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank; and

(c) with respect to matters described in paragraph (1)(f), that purports to be effective more than seven years after the day on which an order made under subsection 534(1) becomes effective in respect of the authorized foreign bank.

1991, c. 46, s. 529; 1999, c. 28, s. 35; 2001, c. 9, s. 136.

530. (1) An order made under subsection 524(1) or 528(1) may not provide for the use of a name that is

(a) prohibited by an Act of Parliament;

(b) in the opinion of the Superintendent, deceptively misdescriptive;

(c) the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing trade-mark, trade name or corporate name of a body corporate, except where

(i) the trade-mark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name, and

(ii) consent to the use of the trade-mark, trade name or corporate name is signified to the Superintendent in any manner that the Superintendent may require;

(d) the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any other entity carries on business or is identified; or

(e) reserved under section 43 for an existing or proposed bank or for an existing or proposed authorized foreign bank or under section 697 for an existing or proposed bank holding company.

(2) An order made under subsection 524(1) or 528(1) may provide for the use of a name referred to in section 47 of the Trust and Loan Companies Act.

1991, c. 46, s. 530; 1999, c. 28, s. 35; 2001, c. 9, s. 137.

531. An authorized foreign bank shall set out its name and, where applicable, any other permitted name, as set out in the order made under subsection 524(1) or 528(1), in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights and obligations with respect to other parties that are issued or made by or on behalf of the authorized foreign bank.

1991, c. 46, s. 531; 1996, c. 6, s. 10; 1997, c. 15, s. 87; 1999, c. 28, s. 35.

532. (1) If through inadvertence or otherwise an order made under subsection 524(1) or 528(1) provides for the use of a name that is prohibited by section 530, the Superintendent may, by order, direct the authorized foreign bank to change the name without delay and the authorized foreign bank shall comply with that direction.

(2) Where an authorized foreign bank does not comply with a direction under subsection (1) within sixty days after the service of the direction, the Superintendent may revoke the name and assign another name and, until changed in accordance with section 528, that other name is the name of the authorized foreign bank.

1991, c. 46, s. 532; 1996, c. 6, s. 11; 1999, c. 28, s. 35.

532.1 to 532.4 [Repealed, 1999, c. 28, s. 35]

533. (1) Subject to section 531 and subsection (2), an authorized foreign bank may carry on business in Canada under a name other than the name set out in the order made under subsection 524(1) or 528(1).

(2) Where an authorized foreign bank carries on business in Canada under a name other than the name set out in the order, the Superintendent may, by order, direct the authorized foreign bank not to use that other name if the Superintendent is of the opinion that the other name is a name referred to in any of paragraphs 530(1)(a) to (e).

1991, c. 46, s. 533; 1999, c. 28, s. 35.

534. (1) On application by an authorized foreign bank, the Superintendent may make an order approving the commencement and carrying on of business in Canada by the authorized foreign bank.

(2) An authorized foreign bank may not commence to carry on business in Canada until it is authorized to do so by an order made under subsection (1).

(3) The Superintendent may make the order only if the Superintendent is satisfied that the authorized foreign bank has

(a) deposited in Canada unencumbered assets of a type approved by the Superintendent, the total value of which, determined in accordance with the accounting principles referred to in subsection 308(4), shall be

(i) in the case of an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2), one hundred thousand dollars, or

(ii) in any other case, five million dollars or any greater amount that the Superintendent specifies;

(b) submitted a power of attorney in accordance with subsection 536(2); and

(c) complied with all other relevant requirements of this Act.

(4) The assets referred to in paragraph (3)(a) shall be kept with a Canadian financial institution approved by the Superintendent pursuant to a deposit agreement entered into with the prior approval of the Superintendent.

(5) The order under subsection (1) may contain any conditions or limitations that the Superintendent considers appropriate that are consistent with this Act and that relate to the carrying on of the business in Canada of the authorized foreign bank.

(6) In respect of an order made under subsection (1), the Superintendent may at any time, by further order,

(a) make the order subject to any conditions or limitations that the Superintendent considers appropriate that are consistent with this Act and that relate to the business in Canada of the authorized foreign bank, or

(b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject,

but before making a further order the Superintendent shall provide the authorized foreign bank with an opportunity to make representations regarding that further order.

(7) On the making of an order under subsection (1), the authorized foreign bank shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where its principal office is to be situated.

(8) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order under subsection (1).

(9) The Superintendent shall not make an order under subsection (1) in respect of an authorized foreign bank more than one year after the day on which the order under subsection 524(1) in respect of the authorized foreign bank becomes effective.

(10) If an order under subsection (1) is not obtained within one year after the day on which the order under subsection 524(1) in respect of the authorized foreign bank becomes effective, the order made under subsection 524(1) is revoked.

1991, c. 46, s. 534; 1999, c. 28, s. 35; 2001, c. 9, s. 138.

535. (1) An authorized foreign bank shall at all times have a principal office in the place in Canada set out in the order under subsection 524(1) or 528(1) made with respect to it.

(2) An authorized foreign bank may change the address of its principal office within the place specified in the order under subsection 524(1) or 528(1) made with respect to it.

(3) An authorized foreign bank shall send to the Superintendent, within fifteen days after any change of address of its principal office, a notice of the change of address.

1991, c. 46, s. 535; 1999, c. 28, s. 35.

536. (1) An authorized foreign bank shall appoint an employee who is ordinarily resident in Canada to be its principal officer for the purposes of this Part.

(2) The authorized foreign bank shall provide the principal officer with a power of attorney expressly authorizing the principal officer to receive all notices under the laws of Canada from the Minister or Superintendent and shall without delay submit a copy of the power of attorney to the Superintendent.

(3) Where a vacancy occurs in the position of principal officer, the authorized foreign bank shall, without delay, fill the vacancy and submit a copy of the new power of attorney to the Superintendent.

1991, c. 46, s. 536; 1996, c. 6, s. 13; 1999, c. 28, s. 35.

537. (1) Subject to subsection (2), an authorized foreign bank shall not transfer all or substantially all of the liabilities in respect of its business in Canada.

(2) An authorized foreign bank may, with the approval of the Minister, transfer all or substantially all of the liabilities in respect of its business in Canada to another authorized foreign bank in respect of its business in Canada, to a bank or to a body corporate to which the Trust and Loan Companies Act applies.

(3) An approval may be given under subsection (2) only if

(a) notice of the authorized foreign bank’s intention to apply for the approval has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the principal office of the transferring authorized foreign bank is situated; and

(b) the application for approval is supported by evidence satisfactory to the Minister that the requirement of paragraph (a) has been satisfied and that the entity to which the authorized foreign bank intends to make the transfer is an entity referred to in subsection (2).

1991, c. 46, s. 537; 1999, c. 28, s. 35.

537.1 [Repealed, 1999, c. 28, s. 35]