1991, c. 46

[Assented to December 13, 1991]

An Act respecting banks and banking

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

1. This Act may be cited as the Bank Act.

2. In this Act,

“affairs”, with respect to a bank, an authorized foreign bank or a bank holding company, means the relationships among the bank, authorized foreign bank or bank holding company and its affiliates and the shareholders, directors and officers of the bank, authorized foreign bank or bank holding company and its affiliates, but does not include the business of the bank, authorized foreign bank or bank holding company or any of its affiliates;

“affiliate” means an entity that is affiliated with another entity within the meaning of section 6;

“Agency” means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act;

“annual return” means a return prepared in accordance with section 601;

“annual statement”, in relation to a bank, means the annual financial statement of the bank within the meaning of paragraph 308(1)(a) and, in relation to a bank holding company, means the annual financial statement of the bank holding company within the meaning of paragraph 840(1)(a);

“authorized foreign bank” means a foreign bank in respect of which an order under subsection 524(1) has been made;

“bank” means a bank listed in Schedule I or II;

“bank holding company” means a body corporate that is incorporated or formed under Part XV;

“bearer”, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank;

“bearer form”, in respect of a security, means a security in bearer form as determined in accordance with subsection 83(2);

“beneficial ownership” includes ownership through one or more trustees, legal representatives, agents or other intermediaries;

“body corporate” means an incorporated body wherever or however incorporated;

“branch”

(a) in respect of a bank, means an agency, the head office or any other office of the bank, and

(b) in respect of an authorized foreign bank, means an agency, the principal office or any other office of the authorized foreign bank in Canada at which is carried on the business in Canada of the authorized foreign bank;

“Canadian entity” means an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that carries on business, directly or indirectly, in Canada;

“Canadian financial institution” means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province;

“central cooperative credit society” means a body corporate organized on cooperative principles by or under an Act of the legislature of a province, one of whose principal purposes is to receive deposits from and provide liquidity support to local cooperative credit societies, and

(a) whose membership consists solely or primarily of local cooperative credit societies, or

(b) whose directors are wholly or primarily persons elected or appointed by local cooperative credit societies;

“central securities register” or “securities register”, in relation to a bank, means the register referred to in section 248 and, in relation to a bank holding company, means the register referred to in section 825;

“Commissioner” means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act;

“common-law partner”, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year;

“complainant”, in relation to a bank or any matter concerning a bank, means

(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a bank or any of its affiliates,

(b) a director or an officer, or a former director or officer, of a bank or any of its affiliates, or

(c) any other person who, in the discretion of a court, is a proper person to make an application under section 334, 338 or 989;

“consumer provision” means a provision referred to in paragraph (a) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

“court” means

(a) in the Province of Ontario, the Superior Court of Justice,

(b) in the Province of Quebec, the Superior Court of the Province,

(c) in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province,

(d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

(e) in the Provinces of Prince Edward Island and Newfoundland, the trial division of the Supreme Court of the Province, and

(f) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice;

“court of appeal” means the court to which an appeal lies from a decision or order of a court;

“debt obligation” means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured;

“director” means a natural person occupying the position of director, by whatever name called, of a body corporate, and “board of directors” or “directors” refers to the directors of a body corporate as a body;

“entity” means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof;

“equity”, in respect of a bank or a bank holding company, means its equity as determined in accordance with the regulations;

“federal financial institution” means

(a) a bank,

(b) a body corporate to which the Trust and Loan Companies Act applies,

(c) an association to which the Cooperative Credit Associations Act applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act, or

(d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act;

“federation of cooperative credit societies” means an association under the Cooperative Credit Associations Act or a federation, league or corporation incorporated or organized by or under an Act of the legislature of a province, the membership or the shareholders of which include two or more central cooperative credit societies;

“fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;

“financial institution” means

(a) a bank or an authorized foreign bank,

(b) a body corporate to which the Trust and Loan Companies Act applies,

(c) an association to which the Cooperative Credit Associations Act applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act,

(d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

(e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

(f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

(g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

(h) a foreign institution;

“foreign bank”, subject to section 12, means an entity incorporated or formed by or under the laws of a country other than Canada that

(a) is a bank according to the laws of any foreign country where it carries on business,

(b) carries on a business in any foreign country that, if carried on in Canada, would be, wholly or to a significant extent, the business of banking,

(c) engages, directly or indirectly, in the business of providing financial services and employs, to identify or describe its business, a name that includes the word “bank”, “banque”, “banking” or “bancaire”, either alone or in combination with other words, or any word or words in any language other than English or French corresponding generally thereto,

(d) engages in the business of lending money and accepting deposit liabilities transferable by cheque or other instrument,

(e) engages, directly or indirectly, in the business of providing financial services and is affiliated with another foreign bank,

(f) controls another foreign bank, or

(g) is a foreign institution, other than a foreign bank within the meaning of any of paragraphs (a) to (f), that controls a bank incorporated or formed under this Act,

but does not include a subsidiary of a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, unless the Minister has specified that subsection 378(1) no longer applies to the bank;

“foreign bank subsidiary”[Repealed, 2001, c. 9, s. 35]

“foreign institution” means an entity that is

(a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

(b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province;

“form of proxy” means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy;

“guarantee” includes a letter of credit;

“head office”, in relation to a bank, means the office required to be maintained under section 237 and, in relation to a bank holding company, means the office required to be maintained under section 814;

“holder” means

(a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank, and

(b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7;

“holding body corporate” means a holding body corporate within the meaning of section 4;

“incorporated”, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act;

“incorporating instrument” means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument;

“incorporator”, in relation to a bank or a bank holding company, means a person who applied for letters patent to incorporate the bank or bank holding company, as the case may be;

“insurance holding company” means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act;

“issuer”, in respect of a security, means the entity that issues or issued the security;

“letters patent”, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent;

“local cooperative credit society” means a body corporate organized on cooperative principles incorporated by or under an Act of the legislature of a province

(a) whose members or shareholders consist substantially of natural persons, and

(b) whose principal purpose is to receive deposits from and make loans to its members and shareholders;

“Minister” means the Minister of Finance;

“minor” has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989;

“NAFTA country resident”[Repealed, 1999, c. 28, s. 1]

“non-WTO Member foreign bank” means a foreign bank that is not controlled by a WTO Member resident;

“officer” means

(a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

(b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise;

“order form”, in respect of a security, means a security in order form as determined in accordance with subsection 83(3);

“ordinary resolution” means a resolution passed by a majority of the votes cast by or on behalf of the shareholders who voted in respect of that resolution;

“person” means a natural person, an entity or a personal representative;

“personal representative” means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person;

“prescribed” means prescribed by regulation;

“principal office” means, in relation to an authorized foreign bank, the office required to be maintained under section 535;

“principal officer” in relation to an authorized foreign bank means the person appointed under section 536;

“proxy” means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders;

“proxyholder” means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders;

“real property” includes a leasehold interest in real property;

“recorded address” means

(a) in relation to a person who is a shareholder of a bank or a bank holding company, the latest postal address of the person according to its central securities register, and

(b) in relation to a person in any other respect in relation to a bank, the latest postal address of the person according to the records of the branch concerned;

“registered form”, in respect of a security, means a security in registered form as determined in accordance with subsection 83(4);

“regulatory capital”, in respect of a bank or a bank holding company, has the meaning given that expression by the regulations;

“resident Canadian” means a natural person who is

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship;

“residential property” means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings;

“securities underwriter” means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter;

“security” means

(a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit, and

(b) in relation to any other entity, any ownership interest in or debt obligation of the entity;

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

“send” includes deliver;

“series”, in respect of shares, means a division of a class of shares;

“significant interest” means a significant interest determined in accordance with section 8;

“special resolution” means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution;

“subordinated indebtedness” means an instrument evidencing an indebtedness of a bank that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the bank, be subordinate in right of payment to all deposit liabilities of the bank and all other liabilities of the bank except those that, by their terms, rank equally with or are subordinate to such indebtedness;

“subsidiary” means an entity that is a subsidiary of another entity as defined in section 5;

“substantial investment” means a substantial investment determined in accordance with section 10;

“Superintendent” means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act;

“trade”, in respect of securities, means any sale or disposition of securities for valuable consideration;

“transfer”, in respect of securities, includes a transmission by operation of law;

“voting share” means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled;

“WTO Member resident” means a WTO Member resident within the meaning of section 11.1.

1991, c. 46, ss. 2, 572, c. 47, s. 756, c. 48, s. 494; 1992, c. 51, s. 29; 1993, c. 34, s. 5(F), c. 44, s. 22; 1998, c. 30, ss. 13(F), 15(E); 1999, c. 3, s. 14, c. 28, s. 1; 2000, c. 12, s. 3; 2001, c. 9, s. 35, c. 27, s. 206; 2002, c. 7, s. 81(E); 2005, c. 54, s. 1.