CHAPTER 7
OF THE
ACTS OF 1991
1 This Act may be cited as the Trust and Loan Companies Act. 1991, c. 7, s. 1.
(a) "accountant" means a person licensed pursuant to the Public Accountants Act;
(b) "affairs" means the relationships among a body corporate, its affiliates and the shareholders, directors and officers of those bodies corporate but does not include the business carried on by those bodies corporate;
(c) "affiliate" means an affiliated body corporate within the meaning of subsection (2);
(d) "annual financial statement" means the statement referred to in subsection (3) of Section 139;
(e) "associate", when used to indicate a relationship with any person, means
(ii) a partner of that person acting on behalf of the partnership of which they are partners,
(iii) a trust or estate in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or in a similar capacity,
(iv) a spouse or child of that person, and
(v) a relative of that person or of that person's spouse if that relative has the same residence as that person;
(g) "bank" means a bank named in Schedule A or B to the Bank Act (Canada);
(h) "bank mortgage subsidiary" means a wholly-owned, except for any directors' qualifying shares, subsidiary of a bank that receives deposits that are guaranteed by the bank and whose investments in mortgages equal at least eighty-five per cent of its deposits;
(i) "beneficial interest" means an interest arising out of the beneficial ownership of securities;
(j) "beneficial ownership" includes ownership through a trustee, legal representative, agent or other intermediary;
(k) "body corporate" means a body corporate with or without share capital wherever or however incorporated;
(l) "branch" means an office of a company where it offers services to the public or where it provides fiduciary services;
(m) "capital base" means the shareholders' equity of a company calculated in the manner prescribed by regulation;
(n) "commercial or business loan" includes a loan, investment and other financing in the form of leasing, guarantees, letters of credit or letters of guarantee, but does not include
(ii) loans which are fully secured by assets prescribed by regulations made pursuant to Section 49,
(iii) letters of credit, letters of guarantee, and guarantees which are fully secured by assets prescribed by regulations made pursuant to Section 49,
(iv) fully secured mortgage loans if the outstanding amount of the loan, together with any prior or equally ranking encumbrances and accrued interest, is either not in excess of seventy-five per cent of the value of the property at the date of the mortgage or the excess is insured,
(v) debt securities and preferred shares that are widely distributed and common shares,
(vi) loans to, loans fully secured by securities issued or guaranteed by, or securities issued or guaranteed by any foreign government that is a member of the Organization for Economic Cooperation and Development, or any of their agencies,
(vii) the aggregate of loans, leasing, conditional sales contracts, letters of credit, guarantees, letters of guarantee and other financing to an individual in an amount of two hundred and fifty thousand dollars or less,
(viii) investments in equity, loans or other commitments that are subordinate to unsecured debt in subsidiaries or associates, and
(p) "company" means both a provincial and an extra-provincial company unless expressly restricted to a provincial company or an extra-provincial company, as the case may be, or unless the context otherwise requires and "licensed company" means both a provincial and an extra-provincial company licensed pursuant to this Act, unless expressly restricted to a licensed provincial company or a licensed extra-provincial company, as the case may be, or unless the context otherwise requires;
(q) "corporation" means a body corporate that is not a loan company, trust company or any other body corporate authorized to execute the office of executor, administrator, trustee or guardian of a minor's estate or a mentally incompetent person's estate;
(r) "Court" means the Supreme Court of Nova Scotia;
(s) "debt obligation" means a bond, debenture, note or other evidence of indebtedness, whether secured or unsecured;
(t) "deposit", in relation to a licensed provincial company, means money received by it pursuant to subsection (1) or (2) of Section 37 and includes a deposit within the meaning of the Canada Deposit Insurance Corporation Act, and in relation to a licensed extra-provincial company, means money received by it within the meaning of those subsections and includes a deposit within the meaning of that Act;
(u) "director" means a person occupying the position of director of a body corporate by whatever name called;
(v) "extra-provincial company" means a loan company or trust company incorporated under the laws of Canada or a province of Canada other than Nova Scotia or a body corporate authorized pursuant to those laws to execute the office of executor, administrator, trustee or guardian of a minor's estate or a mentally incompetent person's estate and "licensed extra-provincial company" means an extra-provincial company licensed pursuant to this Act;
(w) "improved real estate" means real estate
(ii) on which a building capable of being used for residential, commercial, financial, industrial, professional, institutional, educational, religious, charitable or recreational purposes is being or is about to be constructed,
(iii) on which bona fide farming operations are being conducted, or
(iv) consisting of vacant land within a municipality that is restricted by law in its use to commercial, industrial or residential purposes by zoning or otherwise;
(y) "instrument of incorporation" means original or restated letters patent of incorporation, letters patent of amalgamation, letters patent of continuance and any supplementary letters patent issued and any special Act or charter incorporating a body corporate and any amendments to the special Act or charter;
(z) "lending value", in relation to real estate, means the market value of the real estate reduced by those amounts that are attributable to contingencies or assumptions the occurrence of which is remote and that have increased the market value of the real estate, multiplied by the lesser of
(ii) such percentage less than seventy-five per cent as the company has determined in accordance with its prudent investment standards to be appropriate in the circumstances;
(ab) "loan company" means a body corporate incorporated or operated for the purpose of receiving deposits from the public and lending or investing those deposits, but does not include a bank, a bank mortgage subsidiary, an insurance corporation, a trust company or a credit union incorporated pursuant to the Credit Union Act;
(ac) "market value" means the amount in terms of cash that would probably be realized for property in an arm's length sale in an open market under conditions requisite to a fair sale, the buyer and seller each acting knowledgeably and willingly;
(ad) "Minister" means the Minister of Consumer Affairs;
(ae) "mortgage" includes a charge or hypothec;
(af) "mutual fund" includes an issuer of securities that entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities;
(ag) "officer" means the chairman and any vice-chairman of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the general manager and any other person designated an officer by by-law or by resolution of the directors and any other individual who performs functions for the company similar to those normally performed by an individual occupying any of those offices;
(ah) "ordinary resolution" means a resolution passed by a majority of the votes cast by the shareholders who voted at a meeting in respect of that resolution;
(ai) "provincial company" means a loan company or trust company incorporated or continued pursuant to this Act and includes a loan company, trust company or any other body corporate authorized to execute the office of executor, administrator, trustee or guardian of a minor's estate or a mentally incompetent person's estate, incorporated pursuant to a special Act of the Legislature after the commencement of this Act, whether or not it is licensed pursuant to this Act, and "licensed provincial company" means a provincial loan company or provincial trust company licensed pursuant to this Act;
(aj) "provincial loan company" means a loan company referred to in the definition "provincial company" and "licensed provincial loan company" means a provincial loan company licensed as a loan company pursuant to this Act;
(ak) "provincial trust company" means a trust company referred to in the definition "provincial company" and "licensed provincial trust company" means a provincial trust company licensed as a trust company pursuant to this Act;
(al) "real estate" includes messuages, lands, rents and hereditaments, whether freehold or of any other tenure, and whether corporeal or incorporeal, and leasehold estates, and any undivided share of them, and any estate, right or interest in them but does not include hydrocarbons or minerals in or under the ground;
(am) "redeemable share" means a share issued by a company
(ii) that the company is required to purchase or redeem at a specified time or upon the demand of a shareholder;
(ii) in the case of an extra-provincial company, means the office located in the jurisdiction of incorporation of that extra-provincial company at the address specified in the charter or other incorporation document or documents of the extra-provincial company required to be filed by the laws of the incorporator's jurisdiction and includes the head office;
(ii) a beneficial holder, directly or indirectly, of ten per cent or more of any class of voting shares of the company,
(iii) a beneficial holder of ten per cent or more of any class of non-voting shares of the company,
(iv) a beneficial holder, directly or indirectly, of ten per cent or more of any class of voting shares of an affiliate of the company,
(v) an affiliate of the company other than a subsidiary of the company,
(vi) an employee of the company,
(vii) an auditor of the company, if the auditor is a sole practitioner,
(viii) a partner in the partnership of accountants that are the company's auditors, if the partner is actually engaged in auditing the company,
(ix) a director or officer of a body corporate described in subclause (ii) or (iii),
(x) a spouse or child of an individual described in subclauses (i), (ii), (iii) or (iv),
(xi) any relative of an individual referred to in subclauses (i), (ii), (iii) or (iv) or the spouse of that individual if that relative has the same residence as that individual or the spouse of that individual,
(xii) a body corporate in which a person described in subclause (i) or (ii) is the beneficial holder, directly or indirectly, of ten per cent or more of any class of voting shares,
(xiii) a body corporate in which a person described in subclauses (iii), (vi), (vii), (viii), (ix) or (x) is the beneficial holder, directly or indirectly, of more than fifty per cent of any class of voting shares,
(xiv) a person designated pursuant to Section 180 as a restricted party;
(ar) "series", in relation to shares, means a division of a class of shares;
(as) "shareholder" includes the personal representative of a shareholder;
(at) "special resolution" means a resolution passed by not less than two thirds 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;
(au) "spouse" means a person to whom an individual of the opposite sex is married or with whom the person is living in a conjugal relationship outside marriage;
(av) "stated capital" is the aggregate amount of capital in all stated capital accounts;
(aw) "subordinated note" means a note issued pursuant to Section 40;
(ax) "Superintendent" means the Superintendent of Trust and Loan Companies appointed pursuant to Section 13 and includes a deputy superintendent appointed pursuant to that Section to carry out the duties and exercise the powers of the Superintendent pursuant to this Act;
(ay) "total assets" means the assets of a company calculated in the manner prescribed by regulation and includes cash and securities earmarked and set aside pursuant to subsection (5) of Section 37;
(az) "trust company" means a body corporate incorporated or operated for the purpose of offering its services to the public to act as trustee, bailee, agent, executor, administrator, receiver, liquidator, assignee or guardian of a minor's estate or a mentally incompetent person's estate and for the purpose of receiving deposits from the public and of lending or investing those deposits;
(ba) "voting share" means a share to which is attached one or more votes that may be cast to elect directors of a body corporate under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing.
(2) For the purpose of this Act,
(a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
(b) if two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with each other.
(3) For the purpose of this Act, a body corporate shall be deemed to be controlled by a person if
(a) securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held other than by way of security only by or for the benefit of that person; and
(b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.
(4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.
(5) For the purpose of this Act, a body corporate shall be deemed to be a subsidiary of another body corporate if
(ii) that other and one or more bodies corporate each of which is controlled by that other, or
(iii) two or more bodies corporate each of which is controlled by that other; or
(6) For the purpose of this Act, a person shall be deemed to own beneficially securities that are beneficially owned by a body corporate controlled by the person or by an affiliate of such a body corporate.
(7) For the purpose of this Act, where a person or group of persons owns beneficially, directly or indirectly, shares of a body corporate, that person or group of persons shall be deemed to own beneficially that proportion of shares of every other body corporate that is owned beneficially, directly or indirectly, by the first-mentioned body corporate, that is equal to the proportion of shares of the first-mentioned body corporate that is owned beneficially, directly or indirectly, by that person or group of persons. 1991, c. 7, s. 2.
(a) to every provincial company;
(b) subject to Section 4, to every loan company, trust company and every other body corporate authorized to execute the office of executor, administrator, trustee, guardian of a minor's estate or a mentally incompetent person's estate, incorporated pursuant to a special or general Act of the Legislature before the commencement of this Act; and
(c) subject to Section 8, to every extra-provincial company. 1991, c. 7, s. 3.
4 (1) Every body corporate referred to in clause (b) of Section 3 shall, within one year after the commencement of this Act,
(a) apply for letters patent of continuance in accordance with Section 29;
(b) subject to Sections 5 and 6, apply to be continued in another jurisdiction; or
(c) apply for a certificate of continuance pursuant Section 32 as if it were a provincial company and that Section applies mutatis mutandis to that application.
(2) A body corporate referred to in clause (b) of Section 3 and for which letters patent of continuance, a certificate referred to in subsection (2) of Section 5 or a certificate of discontinuance has not been issued pursuant to this Act within one year after the commencement of this Act, shall be dissolved upon the expiry of that period and shall not be revived and the Superintendent may issue a certificate acknowledging or confirming the dissolution, which certificate shall be dated the date of dissolution.
(3) When a body corporate is dissolved pursuant to subsection (2), Sections 175 to 178 apply mutatis mutandis as if the body corporate were a provincial company pursuant to those Sections. 1991, c. 7, s. 4.
5 (1) Every body corporate referred to in clause (b) of Section 3 that was not issued a certificate to commence business pursuant to the Trust Companies Act immediately before the commencement of this Act may, with the consent of the Superintendent, apply to the appropriate official or public body of any other jurisdiction requesting that it be continued as if it had been incorporated pursuant to the laws of that jurisdiction.
(2) Upon receipt of notice satisfactory to the Superintendent that a body corporate referred to in subsection (1) has been continued pursuant to the laws of another jurisdiction, the Superintendent shall file the notice and shall issue a certificate acknowledging or confirming that continuance outside the Province.
(3) This Act and any other Act of the Legislature cease to apply to the body corporate on the date shown in the certificate issued pursuant to subsection (2), which shall be dated the date upon which it is continued pursuant to the laws of another jurisdiction.
(4) Notice of the issue of the certificate referred to in subsection (2) shall be published by the Superintendent in the Royal Gazette. 1991, c. 7, s. 5.
6 Every body corporate referred to in clause (b) of Section 3 that was issued a certificate to commence business pursuant to the Trust Companies Act immediately before the commencement of this Act may apply to be continued pursuant to the laws of Canada or a province of Canada other than Nova Scotia, in accordance with Section 31, as if it were a provincial company and that Section applies mutatis mutandis to that application. 1991, c. 7, s. 6.
7 This Act, except where it is otherwise expressly provided, does not apply to a body corporate
(a) incorporated pursuant to the Co-operative Associations Act or the Credit Union Act; or
(b) required to be licensed as an insurer pursuant to the Insurance Act. 1991, c. 7, s. 7.
8 An extra-provincial company is subject to Sections 2 to 11 and Sections 192 to 210 and such other provisions of this Act as may be specified in this Act. 1991, c. 7, s. 8.
9 The Companies Act does not apply to a provincial company to which this Act applies. 1991, c. 7, s. 9.
10 No company that has had its registration revoked pursuant to the Companies Act, is wound up pursuant to the Companies Winding Up Act or dissolved pursuant to this Act shall be revived pursuant to this Act. 1991, c. 7, s. 10.
11 Where there is a conflict between this Act or the regulations and the instrument of incorporation of a provincial company or of any other Act of the Legislature in relation to a provincial company, this Act or the regulations, as the case may be, prevail. 1991, c. 7, s. 11.
12 The Minister has the general supervision and management of this Act and the regulations. 1991, c. 7, s. 12.
13 (1) The Governor in Council shall appoint a person in the public service to be the Superintendent of Trust and Loan Companies and may appoint one or more deputy superintendents to carry out the purpose of this Act.
(2) The Minister or the Superintendent may authorize a deputy superintendent to carry out or exercise any duties or powers that may be carried out or exercised by the Superintendent pursuant to this Act.
(3) Notice of the appointment of the Superintendent and deputy superintendents, if any, shall be published in the Royal Gazette. 1991, c. 7, s. 13.
14 (1) On application by one or more persons, the Minister may, subject to subsection (2) and with the approval of the Governor in Council, issue letters patent incorporating a loan company or trust company.
(2) The Minister shall not issue letters patent pursuant to subsection (1) unless
(a) in the case of a loan company, one or more responsible persons have subscribed in good faith for at least three million dollars of common shares;
(b) in the case of a trust company, one or more responsible persons have subscribed in good faith for shares of the company that, when issued and added to the stated capital account and the capital base, will in both cases equal or exceed five million dollars of which at least three million dollars shall be in common shares;
(c) it is shown to the satisfaction of the Minister that
(ii) the proposed management is fit, both as to character and as to competence, to manage a loan company or trust company,
(iii) each person subscribing for ten per cent or more of any class of shares of the proposed company can demonstrate the adequacy of that person's financial resources and is fit as to character to own ten per cent or more of that class of shares,
(iv) each proposed director is fit, both as to character and as to competence, to be a director of a loan company or trust company,
(v) the proposed plan of operations as a loan company or trust company is feasible, and
(vi) the proposed company intends to offer to the public, initially or within a reasonable time after incorporation, the service set out in the application for incorporation.
(4) On application by a provincial company, duly authorized by special resolution, the Minister may, subject to subsections (5) and (6) and with the approval of the Governor in Council, issue supplementary letters patent
(a) in the case of a provincial loan company, to continue it as a trust company; or
(b) in the case of a provincial trust company, to continue it as a loan company.
(5) The Minister shall not issue supplementary letters patent pursuant to clauses (a) or (b) of subsection (4) unless the company meets the requirements for incorporating a loan or trust company, as the case may be, set out in subsection (2).
(6) The Minister shall not issue supplementary letters patent pursuant to clause (b) of subsection (4) unless it is shown to the Minister's satisfaction that arrangements have been made to transfer to another licensed trust company the business in relation to which the provincial trust company acted as a fiduciary and those arrangements are adequate to protect the persons in relation to which the provincial trust company acted in a fiduciary capacity.
(7) Subsection (6) does not apply so as to require a trust company that has applied to continue as a loan company to transfer money received by it as deposits.
(8) Supplementary letters patent issued pursuant to clause (a) or (b) of subsection (4) may effect any change in the provisions of the existing instrument of incorporation of the provincial company
(a) that could be made pursuant to subsection (9); and
(b) that was approved by the special resolution of the company authorizing the application for supplementary letters patent.
(9) On application by a provincial company, duly authorized by a special resolution and subject to Section 133, the Minister may issue supplementary letters patent to add, change or remove any provision that is permitted by this Act to be or that is set out in the instrument of incorporation of a company, including, without limiting the generality of the foregoing, to
(b) change the place in which its registered office is situated;
(c) add, change or remove any restriction upon the business or businesses that the company may carry on;
(d) increase or decrease the number, or minimum or maximum number, of directors;
(e) add, change or remove restrictions on the issue or transfer of shares of any class or series. 1991, c. 7, s. 14.
15 (1) An application for letters patent or supplementary letters patent pursuant to Section 14 shall be filed with the Superintendent.
(2) No application for supplementary letters patent referred to in subsection (4) or (9) of Section 14 shall be made, unless it has been authorized by a special resolution of the provincial company and the application has been filed with the Superintendent within three months after the time of the passing of the special resolution.
(3) The directors of a company may, if authorized by the shareholders in the special resolution authorizing an application referred to in subsection (2), abandon the application without further approval of the shareholders.
(4) An application for letters patent referred to in subsection (1) of Section 14 shall set out
(a) the name of the company and the place in the Province where the registered office is to be situated;
(b) the classes and any maximum number of shares that the company is authorized to issue and any maximum aggregate amount for which such shares may be issued, and
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;
(d) the full name, address or residence, citizenship and occupation of
(ii) every person who subscribed for ten per cent or more of any class of shares of the company,
(f) the restrictions, if any, on the powers the company may exercise or the business or businesses it may carry on;
(g) evidence of the requirements for the incorporation of a loan company or trust company, as the case may be, referred to in subsection (2) of Section 14; and
(h) such further information, material or evidence as may be required by the regulations or the Superintendent.
(5) An application for supplementary letters patent referred to in clause (a) or (b) of subsection (4) of Section 14 shall set out
(a) evidence of the requirements for the incorporation of a loan company or trust company, as the case may be, set out in subsection (2) of Section 14; and
(b) such further information, material or evidence as may be required by the regulations or the Superintendent,
and shall be accompanied by an application for a licence pursuant to this Act as a loan company or a trust company, as the case may be, in accordance with Sections 211 to 217.
(6) An application for supplementary letters patent referred to in subsection (9) of Section 14 shall set out
(a) the change in, addition to or deletion from, the existing instrument of incorporation in respect of which the application is made; and
(b) such further information, material or evidence as may be required by the regulations or the Superintendent. 1991, c. 7, s. 15.
16 (1) The decision of the Minister to issue or not to issue letters patent or supplementary letters patent is final and not subject to appeal, but nothing in this subsection prevents an applicant from making a new application.
(2) The Superintendent shall immediately notify the applicant in writing of the Minister's decision referred to in subsection (1). 1991, c. 7, s. 16.
16A The annual taxes and taxes for letters patent of incorporation and supplementary letters patent and the taxes in respect of the functions performed by the Superintendent under this Act or the regulations are as follows:
(ii) letters patent of incorporation for a trust
or loan company $5,687.10,
(iii) supplementary letters patent
(B) to continue a provincial loan
company as a trust company $2,274.84
(C) to continue a provincial trust
company as a loan
company $2,274.84
(D) to change the municipal unit
in which the principal place
of business of the company is
to be located $568.71
(E) to amalgamate two or more
companies and to continue
them as one company $4,549.68
(F) to modify or alter the share
structure of the
company $1,137.42;
(ii) changing a loan company to a trust
company or changing a trust
company to a loan company $1,137.42,
(iii) changing terms, conditions and
restrictions of registration $1,137.42;
(ii) where the assets of the company
are over $50,000,000 but do not
exceed $100,000,000 $4,549.68,
(iii) where the assets of the company
are over $100,000,000 but do not
exceed $500,000,000 $5,687.10,
(iv) where the assets of the company
are over $500,000,000 but do not
exceed $1,000,000,000 $6,824.52,
(v) where the assets of the company
are over $1,000,000,000 but do
not exceed $5,000,000,000 $9,099.36,
(vi) where the assets of the company
are over $5,000,000,000 $11,374.20,
(vii) in addition to the amount
prescribed in subclause (vi), for
every $1,000,000,000 in assets
in excess of $5,000,000,000 $1,137.42;
(e) the tax for processing an application for
an increase in borrowing multiple $1,137.42;
(f) the tax for a copy of a decision of the
Superintendent or Appeal Board, per
page (minimum fee $10.00) $2.28;
(g) the tax for a certificate issued by the
Superintendent with respect to the
licence of a company $22.75;
(h) the tax for copies of extracts from
documents filed with the Superintendent,
per page (minimum fee $10.00) $2.28;
(i) the tax for a certificate issued by the
Superintendent other than the certificate
referred to in clause (g) $22.75;
(j) the tax for examining and passing on
applications or documents not specifically
referred to in the regulations $1,137.42;
(k) the tax for an application to obtain
consent of the Superintendent to the
transfer of shares $284.36;
(l) the tax for an application to obtain consent
of the Superintendent to the transfer of
shares where such transfer results in the
change of control of the company $2,274.84;
(m) the tax for examining the loan or trust
register or the public file of a company,
per register or file $11.37.
17 (1) The letters patent of a provincial company shall set out the information referred to in clauses (a) to (f) of subsection (4) of Section 15 and may set out any provisions not contrary to this Act that the Minister considers advisable to take into account the particular circumstances of the company being incorporated.
(2) Supplementary letters patent issued pursuant to subsection (4) or (9) of Section 14
(a) shall set out the change in, addition to or deletion from, the existing instrument of incorporation in respect of which the application was made; and
(b) may set out any provisions not contrary to this Act that the Minister considers advisable to take into account the particular circumstances of the company. 1991, c. 7, s. 17.
18 Notice of the issue of letters patent or supplementary letters patent pursuant to Section 14 shall be published by the Superintendent in the Royal Gazette. 1991, c. 7, s. 18.
19 (1) A provincial company comes into existence on the date shown in its instrument of incorporation.
(2) The first directors of a provincial company shall be those named in its original instrument of incorporation.
(3) The instrument of incorporation of a provincial company expires and ceases to be in force, except for the sole purpose of effecting the liquidation and dissolution of the company,
(a) in the case of a provincial company incorporated pursuant to this Act, at the expiration of a period of two years after the date shown in the letters patent if it does not obtain a licence pursuant to this Act within that period; and
(b) in all cases, at the expiration of a period of two years during which the company has not held a licence pursuant to this Act.
(4) Supplementary letters patent become effective on the date shown in the supplementary letters patent.
(5) No issue of supplementary letters patent pursuant to subsection (4) or (9) of Section 14 affects an existing cause of action or claim or liability to prosecution in favour of or against a company or its directors or officers or any civil, criminal or administrative action or proceeding to which a company is, or its directors or officers are, a party. 1991, c. 7, s. 19.
20 (1) The words "Loan Corporation", "Corporation de prêt", "Loan Corp.", "Société de prêt", "Loan Company", "Compagnie de prêt", shall be included in the name of every provincial loan company, and the words "Trust Corporation", "Corporation de fiducie", "Trust Corp.", "Trust Co.", "Trustco", "Trustee Corp.", "Compagnie fiduciaire", "Trustee Company" or "Société fiduciaire" shall be included in the name of every provincial trust company but, notwithstanding its legal name, a company may use and may be legally designated by either the full or the abbreviated form of those words.
(2) The Superintendent may exempt a body corporate continued pursuant to this Act from the provisions of subsection (1).
(3) Subject to subsection (1) of Section 22, the instrument of incorporation may set out the name of the company in an English form, a French form, an English form and a French form or in a combined English and French form and it may use and may be legally designated by any such form, but where the name is set out in an English form and a French form or in a combined English and French form, the company may use and may be legally designated by any one of those forms.
(4) Subject to subsection (1) of Section 22, the instrument of incorporation may, for use outside Canada, set out the name of the company in any language form and it may use and may be legally designated by its name in any such form outside Canada.
(5) A provincial company shall, in accordance with this Section, set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the company.
(6) Subject to subsection (5), a provincial company may carry on business under or identify itself by a name other than its corporate name if it has registered a business name under the Partnerships and Business Names Registration Act. 1991, c. 7, s. 20.
21 The Superintendent may, upon request, reserve for ninety days a name for an intended provincial company or for a provincial company about to change its name. 1991, c. 7, s. 21.
22 (1) Subject to the regulations, neither letters patent nor supplementary letters patent shall be issued to a provincial company if the company has a name that
(a) is prohibited by the regulations or contains a word or expression that is prohibited by the regulations;
(b) is identical to the name of
(ii) an extra-provincial body corporate registered in the Province, or
(iii) a body corporate incorporated by or pursuant to an Act of the Parliament of Canada;
(ii) and extra-provincial body corporate registered in the Province, or
(iii) a body corporate incorporated by or pursuant to an Act of the Parliament of Canada,
(d) does not meet the requirements prescribed by the regulations;
(e) in the case of a trust company, does not include "trust" or "fiducie" together with "corporation", "company", "compagnie", "limited", "limitée" or "société".
(2) Subject to this Act and the regulations, a provincial company may have 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 by any such name.
(3) If, through inadvertence or otherwise, a provincial company
(a) comes into existence or is continued with a name; or
(b) upon an application to change its name, is granted a name,
that violates this Section, the Superintendent may, after giving the company an opportunity to be heard, direct the company to change its name in accordance with subsection (9) of Section 14.
(4) When a provincial company has been directed pursuant to subsection (3) to change its name and has not within sixty days after the service of the directive to that effect changed its name to a name that complies with this Act, the Superintendent may revoke the name of the company and assign to it a name and, until changed in accordance with subsection (9) of Section 14, the name of the company is thereafter the name so assigned.
(5) When a provincial company gives an undertaking to change its name and does not carry out the undertaking or dissolve within the time specified, the Superintendent may, after giving the company an opportunity to be heard, revoke the name of the company and assign to it a name and, until changed in accordance with subsection (9) of Section 14, the name of the company is thereafter the name so assigned.
(6) When a person who is not a provincial company gives an undertaking to change the name under which that person carries on business and does not carry out the undertaking or cease to carry on business under that name within the time specified, the Superintendent may, after giving the company that acquired the name by virtue of the undertaking an opportunity to be heard, revoke the name of the company and assign to it a name and, until changed in accordance with subsection (9) of Section 14, the name of the company is thereafter the name so assigned. 1991, c. 7, s. 22.
23 When a provincial company has had its name revoked by the Superintendent and a name assigned to it pursuant to Section 22, the Minister shall, on the recommendation of the Superintendent, issue supplementary letters patent showing the new name of the company and shall immediately give notice of the change of name in the Royal Gazette. 1991, c. 7, s. 23.
24 Subject to this Act and its instrument of incorporation and to any terms, conditions and restrictions imposed on its licence, a provincial company has
(a) the capacity and the rights, powers and privileges of a natural person; and
(b) if it holds a licence pursuant to this Act, the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside the Province, subject to any terms, conditions or restrictions imposed on its licence, to the extent that the laws of that jurisdiction permit. 1991, c. 7, s. 24.
25 (1) Unless otherwise provided in this Act, it is not necessary for a by-law to be passed in order to confer any particular power on a provincial company or its directors.
(2) A provincial company shall not carry on any business or exercise any power that it is restricted by its instrument of incorporation from carrying on or exercising, nor shall the company exercise any of its powers in a manner contrary to its instrument of incorporation.
(3) No act of a provincial company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to its instrument of incorporation.
(4) No person is affected by or shall be deemed to have notice or knowledge of the contents of a document concerning a provincial company by reason only that the document is available for inspection at an office of the company or has been filed with the Superintendent. 1991, c. 7, s. 25.
26 A provincial company, a guarantor of an obligation of the company or a person claiming through the company may not assert against a person dealing with the company or dealing with any person who has acquired rights from the company that
(a) the instrument of incorporation or by-laws have not been complied with;
(b) the persons named in the most recent notice of directors filed with the Superintendent are not the directors of the company;
(c) a person held out by the company as a director, an officer or an agent of the company
(ii) has no authority to exercise a power or perform a duty which the director, officer or agent might reasonably be expected to exercise or perform; or
unless the person has, or by virtue of that person's position with or relationship to the company ought to have, knowledge of those facts at the relevant time. 1991, c. 7, s. 26.
27 (1) In this Section, "restated letters patent" means a consolidation of existing letters patent.
(2) A provincial company may at any time, and shall when reasonably so directed by the Superintendent, apply for restated letters patent.
(3) An application for restated letters patent shall be made to the Superintendent in the form prescribed by regulation and shall be filed with the Superintendent.
(4) Upon receipt of the application, the Superintendent shall issue restated letters patent.
(5) Restated letters patent are effective on the date shown in the restated letters patent and supersede the original instrument of incorporation and all amendments to it. 1991, c. 7, s. 27.
28 (1) An extra-provincial company that is carrying on the business of a loan or trust company may apply to the Superintendent, in accordance with Section 15, for letters patent of continuance continuing it as if it had been incorporated pursuant to Section 14.
(2) On application by a company referred to in subsection (1), the Minister may, subject to subsections (2) and (6) of Section 14 and with the approval of the Governor in Council, issue letters patent of continuance continuing the company as a loan company or trust company, as the case may be.
(3) Letters patent of continuance may be issued in respect of a company only if it is authorized pursuant to the laws of Canada or the province of Canada in which it was incorporated to apply for letters patent continuing it as if it had been incorporated pursuant to an Act of the Legislature.
(4) When letters patent of continuance are issued, the Superintendent shall send a notice of the issue of the letters patent to the appropriate official or public body of the jurisdiction in which the company was incorporated. 1991, c. 7, s. 28.
29 (1) A loan company or trust company or any other body corporate authorized to execute the office of executor, administrator, trustee or guardian of a minor's estate or a mentally incompetent person's estate, incorporated pursuant to a special or general Act of the Legislature before the commencement of this Act may, if it is duly authorized by special resolution, apply to the Superintendent in accordance with Section 15, for letters patent of continuance continuing it as if it had been incorporated pursuant to Section 14.
(2) On application by a company or any other body corporate referred to in subsection (1), the Minister may, subject to subsections (2) and (6) of Section 14, issue letters patent of continuance continuing the company as a loan company or trust company, as the case may be. 1991, c. 7, s. 29.
30 (1) On the date shown in the letters patent of continuance issued in respect of a body corporate pursuant to Section 28 or 29
(a) the body corporate becomes a provincial company to which this Act applies as if it had been incorporated pursuant to this Act;
(b) the letters patent of continuance are deemed to be the instrument of incorporation of the continued provincial company; and
(c) no Act that applied to the body corporate before that date applies to the provincial company on and after that date to any greater extent than it would apply if the body corporate had been incorporated pursuant to this Act.
(2) When a body corporate is continued as a provincial company pursuant to Section 28 or 29
(a) the property of the body corporate continues to be the property of the provincial company;
(b) the provincial company continues to be liable for the obligations of the body corporate;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate or its directors or officers may be continued to be prosecuted by or against the provincial company or its directors or officers; and
(e) a conviction against, or a ruling, order or judgment in favour of or against, the body corporate or its directors or officers may be enforced by or against the provincial company or its directors or officers.
(3) Letters patent of continuance issued pursuant to Section 28 or 29 may effect any change in the existing instrument of incorporation of the company being continued
(a) that could be made pursuant to subsection (9) of Section 14; and
(b) that was approved by the special resolution of the company authorizing the application for letters patent of continuance,
and shall set out any amendments to the existing instrument of incorporation necessary to comply with this Act.
(4) Sections 14 to 19 apply mutatis mutandis to an application for letters patent of continuance pursuant to Section 28 or 29 as if it were an application for letters patent or supplementary letters patent, as the case may be, pursuant to Section 14. 1991, c. 7, s. 30.
31 (1) Subject to subsection (8), a provincial company may, if it is authorized by the shareholders in accordance with this Section, and is established to the satisfaction of the Superintendent that its proposed continuance in another jurisdiction will not adversely affect creditors, shareholders or depositors of the company or persons for whom the company acts in a fiduciary capacity, apply to the appropriate officials or public body of another jurisdiction in Canada requesting that the company be continued as if it had been incorporated pursuant to the laws of Canada or a province of Canada other than Nova Scotia, as the case may be.
(2) Each share of the company carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.(3) An application for continuance pursuant to subsection (1) becomes authorized when the shareholders voting on it have approved of the continuance by a special resolution.
(4) The directors of a company may, if authorized by the shareholders at the time of approving an application for continuance pursuant to this Section, abandon the application without further approval of the shareholders.
(5) Subject to subsection (1), upon receipt of notice satisfactory to the Superintendent that the company has been continued pursuant to the laws of another jurisdiction, the Superintendent shall file the notice and issue a certificate of discontinuance.
(6) This Act and any special Act of the Legislature incorporating the company or body corporate cease to apply to the company or body corporate on the date shown in the certificate of discontinuance, which shall be dated the date upon which the company or body corporate is continued pursuant to the laws of another jurisdiction.
(7) Notice of the issue of the certificate of discontinuance shall be published by the Superintendent in the Royal Gazette.
(8) A provincial company shall not apply pursuant to subsection (1) to be continued as a body corporate pursuant to the laws of another jurisdiction unless those laws provide in effect that
(a) the property of the provincial company continues to be the property of the body corporate;
(b) the body corporate continues to be liable for the obligations of the provincial company;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a civil, criminal or administrative action or proceeding pending by or against the provincial company may be continued to be prosecuted by or against the body corporate; and
(e) a conviction against the provincial company may be enforced against the body corporate or a ruling, order or judgment in favour of or against the company may be enforced by or against the body corporate. 1991, c. 7, s. 31.
32 (1) A provincial company may, with the approval in writing of the Superintendent, apply to the Registrar of Joint Stock Companies for a certificate of continuance pursuant to Section 133 of the Companies Act.
(2) The Superintendent shall not give approval pursuant to subsection (1) unless satisfied that
(a) the application for a certificate of continuance pursuant to the the Companies Act has been authorized by a special resolution; and
(b) the company is not carrying on the business of a loan company, trust company or any other body corporate authorized to execute the office of executor, administrator, trustee or guardian of a minor's estate or a mentally incompetent person's estate.
(3) On the date shown in the certificate of continuance issued pursuant to the Companies Act, that Act applies and this Act and any special Act of the Legislature incorporating the company or the body corporate cease to apply to the corporation thereby continued.
(4) Upon receipt of notice satisfactory to the Superintendent that the company has been continued pursuant to the Companies Act, the Superintendent shall issue a certificate of discontinuance which shall be dated the date shown in the certificate of continuance referred to in subsection (3). 1991, c. 7, s. 32.
33 (1) On or after the day on which a provincial company is incorporated pursuant to this Act, a meeting of the directors shall be held at which the directors may, subject to this Act,
(b) adopt forms of share certificates and corporate records;
(c) authorize the issue of securities of the company;
(e) appoint an auditor to hold office until the first meeting of shareholders;
(f) make banking arrangements; and
(g) transact any other business necessary to organize the company.
(2) An applicant for letters patent incorporating a provincial company or a director named in the letters patent may call the meeting of the directors referred to in subsection (1) by giving not less than five day's notice of the meeting to each director, stating the time and place of the meeting. 1991, c. 7, s. 33.
34 (1) When the minimum amount of capital required by this Act has been received from the issue of its shares by a provincial company incorporated pursuant to this Act, the directors shall call a meeting of the shareholders of the company in accordance with the procedure set out in Section 126.
(2) The shareholders of a company shall, by ordinary resolution at the meeting of shareholders referred to in subsection (1),
(a) approve, amend or reject any by-laws made by the directors;
(b) subject to Section 101, elect directors to hold office until the first annual meeting of shareholders following the election; and
(c) appoint an auditor to hold office until the first annual meeting of shareholders.
(3) An auditor appointed pursuant to clause (e) of subsection (1) of Section 33 is eligible for appointment pursuant to subsection (2).
(4) A director named in the letters patent of a provincial company holds office until the election of directors at the meeting of shareholders referred to in subsection (1). 1991, c. 7, s. 34.
35 (1) Except as provided by or pursuant to this Act, no provincial company shall, directly or indirectly, through a subsidiary or otherwise
(a) deal in goods, wares and merchandise or engage in any trade or business;
(b) guarantee on behalf of any person other than itself the payment or repayment of any sum of money unless
(ii) the person on whose behalf the guarantee is given has an unqualified obligation to reimburse the company for the full amount of the payment or repayment to be guaranteed; or
(2) Subsection (1) does not apply in respect of an indemnification given pursuant to Section 118. 1991, c. 7, s. 35.
36 (1) A licensed provincial company shall adhere to prudent investment standards in making investment decisions.
(2) For the purpose of this Act, prudent investment standards are those that would be applied by a person exercising the judgement and care that a person of prudence and discretion would exercise as a trustee of the property of others. 1991, c. 7, s. 36.
37 (1) A licensed provincial loan company and any other licensed loan company that has capacity to do so may, in a debtor and creditor relationship for the purpose of investment, receive money repayable
(a) on demand or after notice; or
(b) upon the expiry of a fixed term,
and the company may issue debentures or other evidences of indebtedness in respect thereof, appropriate to the debtor and creditor relationship created thereby.
(2) A licensed provincial trust company and any other licensed trust company that has capacity to do so may, for the purpose of investment, receive money repayable
(a) on demand or after notice; or
(b) upon the expiry of a fixed term,
and the company may issue investment certificates or other evidences of the money received, appropriate to the trust relationship created thereby.
(3) Money received by a trust company pursuant to subsection (2) is deemed to be held by it in trust for its depositors and it is deemed to guarantee the repayment thereof.
(4) Notwithstanding subsection (3), a trust company may retain the interest and profit resulting from the investment of money received by it pursuant to subsection (2) in excess of the amount of interest payable to its depositors in respect thereof.
(5) Every trust company receiving money as authorized by subsection (2) shall earmark in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof and, for the purpose of this subsection, "cash" includes money on deposit and "securities" includes investments authorized pursuant to Sections 44 to 48 and 52.
(6) An investment certificate or other evidence of money received, issued by a trust company, shall indicate in a clearly visible manner that it is guaranteed only as against the assets of the company earmarked and set aside pursuant to subsection (5). 1991, c. 7, s. 37.
38 (1) No licensed provincial company shall receive money as a deposit unless the company is a member institution within the meaning of the Canada Deposit Insurance Corporation Act, or the deposit is insured by some other public agency approved by the Superintendent.
(2) A company may, with the approval of the Superintendent, borrow money from the Canada Deposit Insurance Corporation or other similar public agency approved by the Superintendent, and for such purpose, the company may mortgage the cash and securities earmarked and set aside pursuant to Section 37. 1991, c. 7, s. 38.
39 (1) A provincial company shall maintain a capital base that meets the leverage ratio and risk weighed average ratio requirements and any other requirements as to the adequacy of the corporation's capital base set out in the regulations.
(2) A licensed company shall maintain its capital base at not less than the levels required pursuant to Section 14. 1991, c. 7, s. 39.
40 (1) A licensed provincial company may borrow money by way of the issue of subordinated notes having a denomination of at least an amount prescribed by regulation.
(2) A subordinated note issued pursuant to this Section is subject to the following provisions:
(a) the money borrowed by way of the issue of a subordinated note is not a deposit of the issuing company and is not insured by the Canada Deposit Insurance Corporation or other similar public agency; and
(b) in the event of the insolvency or liquidation of the company, the indebtness [indebtedness] evidenced by each subordinated note ranks equally with the indebtedness evidenced by all other subordinated notes of the company and is subordinated in right of payment to all other indebtedness of the company.
(3) A subordinated note shall be evidenced by a certificate in a form approved for the company by the Superintendent and containing a statement of the terms set out in clauses (a) and (b) of subsection (2) and such other information as the Superintendent may require.
(4) A subordinated note shall not be issued by a licensed provincial company except on application to the secretary of the company.
(5) No licensed provincial company or person acting on its behalf, in any offering circular, advertisement, correspondence or literature relating to a subordinated note issued or to be issued by the company, shall refer to the note otherwise than as a subordinated note and the company or person, as the case may be, shall indicate clearly therein that the money borrowed by way of the issue of the subordinated note is not a deposit that is insured by the Canada Deposit Insurance Corporation or other similar public agency. 1991, c. 7, s. 40.
41 (1) A licensed provincial company may pledge any of its own assets as security for a debt obligation of the company if the debt obligation is issued in respect of money borrowed to enable the company to meet short term requirements for liquid funds arising from its operations and if the total debt obligation of the company in relation to which assets are so pledged does not exceed fifty per cent of the capital base.
(2) Subsection (1) does not apply so as to prevent a pledge of assets to the Government of Canada with respect to the sale of Canada Savings Bonds or any other transactions as may be prescribed by regulation.
(3) A company pledging an asset pursuant to subsection (1) shall immediately notify the Superintendent, in writing, of the amount so secured and of the nature of the asset pledged as security.
(4) A licensed provincial company shall not borrow money except from a bank or a licensed company unless it is borrowing
(a) by way of the issue of subordinated notes; or
(b) money as authorized by subsection (1).
(5) Except with respect to assets pledged as security pursuant to subsection (1) or (2), any agreement under which a creditor of a licensed provincial company is authorized to appoint a receiver or acquire control of the company or of any asset of the company by reason of the failure of the company to make payment in respect of a debt obligation is void.
(6) A licensed provincial company shall not pledge any of its assets to a restricted party of the company. 1991, c. 7, s. 41.
42 A licensed provincial company shall at all times maintain liquidity in the form and amount and in the manner prescribed by regulation or, notwithstanding any regulation, as may be ordered by the Superintendent. 1991, c. 7, s. 42.
43 (1) Notwithstanding any other provision of this Act, a licensed trust company shall, with respect to funds held by it as a fiduciary, other than deposits, adhere to the prudent investment standards set out in Section 36 with respect to those funds.
(2) No licensed provincial company shall, with respect to its total assets, participate in or enter into an investment or pledge any of those assets except in accordance with Sections 44 to 54.
(3) Notwithstanding subsection (2), a licensed provincial company shall, with respect to its total assets, adhere to the prudent investment standards set out in Section 36 with respect to its total assets.
(4) No licensed provincial company shall purchase, directly or indirectly,
(a) shares or subordinated notes of any other company except pursuant to Sections 51 or 158; or
(b) shares of any bank unless the shares are listed on a stock exchange prescribed by regulation. 1991, c. 7, s. 43.
44 (1) A licensed provincial company may invest by way of purchase of or loans on the security of
(a) mortgages on improved real estate in Canada if the amount paid for or advanced on any mortgage, together with the amount of indebtedness under any mortgages, on the real estate ranking equally with or prior to the mortgage in which the purchase or loan is made, does not exceed the lending value of the real estate to which the mortgage relates unless
(ii) the excess is guaranteed or insured through an agency of the Government of Canada or the government of a province or is insured by a policy of mortgage insurance issued by an insurance company licensed or registered pursuant to the Canadian and British Insurance Companies Act (Canada), the Foreign Insurance Companies Act (Canada), the Insurance Act or similar legislation of any province;
(ii) of or guaranteed by a foreign country or state forming part of such foreign country where the interest on the securities of such foreign country or state has been paid regularly when due for the previous ten years,
(iii) of a municipality or school board in Canada or guaranteed by a municipality in Canada, or secured by rates or taxes levied pursuant to the laws of any province on property in such province and collectable by or through the municipality or school board for the jurisdiction in which the property is situated,
(iv) of a corporation that are secured by a mortgage to a trust company in Canada, either singly or jointly with another trustee on improved real estate of that corporation or other assets of that corporation of the classes in clause (a) or subclauses (i), (ii), (iii) or (v),
(v) of a corporation that are secured by the assignment to a trustee of payments that the Government of Canada has agreed to make, if those payments are sufficient to meet the interest as it falls due on the bonds, debentures or other evidences of indebtedness outstanding and to meet the principal amount of the bonds, debentures or other evidences of indebtedness upon maturity,
(c) unless those securities are prohibited by regulation, securities of or guaranteed by any corporation, but if the investment is by way of a loan, the amount of the loan shall not exceed at the date of the loan the market value of the security given as collateral;
(d) mortgages or assignments of life insurance policies but only by way of loan and only if at the date of the loan such policy has an ascertained cash surrender value admitted by the insurer at least equal to the amount of the loan;
(e) deposits in or receipts, deposit notes, certificates of deposit, acceptances and other similar instruments issued or endorsed by a bank, but if the investment is by way of loan, the amount of the loan shall not exceed at the date of the loan the market value of security given as collateral;
(f) deposits in a licensed company or in a credit union incorporated pursuant to the Credit Union Act or any former Credit Union Act, but if the investment is by way of loan, the amount of the loan shall not exceed at the date of the loan the market value of the security given as collateral;
(g) investments by way of purchase of personal property and the lease of it to a lessee or by way of loan to a lessee or conditional purchaser where the evidence of the investment is a lease of personal property or an instrument similar to a lease of personal property or a conditional sales contract, but only if the investment is for a fixed term and the lessee or conditional purchaser is the Government of Canada or the government of a province or any agency of that government or any municipality in Canada; and
(h) such other investments as may be prescribed by regulation.
(2) A licensed provincial company may invest
(a) if designated as a bank or a lender, as the case may be, pursuant to the Canada Student Loans Act (Canada), the Farm Improvement Loans Act (Canada), the Fisheries Improvement Loans Act (Canada), the Small Businesses Loans Act (Canada) or pursuant to any other Act of the Parliament of Canada or of a province designated by the regulations, by lending money by way of guaranteed loans pursuant to and in accordance with the Acts for which it has been designated;
(b) by making personal loans to individuals, with or without security, not exceeding such amounts as may be prescribed by regulation;
(c) by making commercial or business loans not authorized by any other provision of this Act payable on demand or in less than one year to corporations, partnerships, sole proprietorships and joint ventures; and
(d) by way of purchase of personal property and the lease of it to a lessee or by way of loan to a lessee or conditional purchaser where the evidence of the investment is a lease of personal property or an instrument similar to a lease of personal property or a conditional sales contract, but only if the investment is for a fixed term and the lessee or conditional purchaser is
(ii) an individual and the balance payable under the lease or instrument does not exceed such amounts as may be prescribed by regulation.
(a) pursuant to clause (b) or (c) of subsection (2) or subclause (i) or (ii) of clause (d) of subsection (2) unless
(ii) it complies with the terms, conditions and restrictions, if any, imposed on its licence with respect to that class of investments;
(c) pursuant to clause (c) of subsection (2) or subclause (i) of clause (d) of subsection (2) unless the aggregate total of such investments is twenty per cent or less of the total assets of the company or such other percentage as may be authorized by its licence. 1991, c. 7, s. 44.
45 (1) A licensed provincial company may, by way of purchase, invest in improved real estate in Canada for the production of income.
(2) The total book value on a gross basis of all investments in real estate pursuant to this Section and Section 46, whether by a company or by a subsidiary of the company, shall not exceed ten per cent of the total assets of the company and not more than one per cent of the total assets of the company may be invested in any one parcel of real estate purchased pursuant to this Section. 1991, c. 7, s. 45.
46 (1) Subject to subsection (2) of Section 45, a licensed provincial company may, by way of purchase, invest in improved real estate in Canada that is or is to be occupied by the company for its own use.
(2) For the purpose of this Section, real estate purchased by a subsidiary of a licensed provincial company that is occupied and used by the subsidiary for either or both its own purposes and the purposes of the company shall be deemed to be real estate purchased by the company pursuant to this Section. 1991, c. 7, s. 46.
47 (1) The book value of real estate that has been mortgaged to a company or any of its subsidiaries and that has been acquired by the company or the subsidiary to protect its investment and of real estate that has been conveyed to it or any of its subsidiaries in satisfaction of debts previously contracted in the course of the company's business or that of the subsidiary need not be included in determining total book value of real estate for the purpose of subsection (2) of Section 45.
(2) Where real estate has been mortgaged to a company or any of its subsidiaries and the real estate has been acquired by the company or the subsidiary to protect its investment, the company or subsidiary may sell the real estate and take back a mortgage of it even though the mortgage does not satisfy the requirements of clause (a) of subsection (1) of Section 44. 1991, c. 7, s. 47.
48 (1) A licensed provincial company may, by way of purchase or loan, make investments not authorized by Sections 44 to 46 if the investment is not prohibited pursuant to any other provision of this Act or the regulations, but the total book value of investments made pursuant to this Section and held by the company shall not exceed five per cent of the total assets of the company.
(2) Subsection (1) does not apply so as to
(a) enlarge the authority conferred by this Act to invest in mortages [mortgages], or to lend on the security of real estate; or
(b) affect the limit of ten per cent of the total assets that may be invested in real estate pursuant to Section 45.
(3) Where a company is authorized by its licence to make the class of investments set out in clause (b) or (c) of subsection (2) of Section 44 or subclause (i) or (ii) of clause (d) of subsection (2) of Section 44, the company shall not make any such investments pursuant to subsection (1). 1991, c. 7, s. 48.
49 (1) Notwithstanding any other provision of this Act, a licensed provincial company shall, at all times, except where the Minister has approved the purchase of shares pursuant to Section 158, maintain at least such per cent, as is prescribed in the regulations, of its total assets, excluding assets of subsidiaries, in such investments as are prescribed in the regulations.
(2) Investments by a licensed provincial company in third and subsequent mortgages shall be limited to two per cent of the total assets of the company.
(3) For the purpose of subsection (2), an investment in a third or subsequent mortgage by a subsidiary of a licensed provincial company shall be deemed to be an investment in the mortgage by the company.
(4) No licensed provincial company shall make an investment in securities of a corporation if, after the investment, its holding of securities of all corporations carried on its books would exceed twenty-five per cent of its total assets.
(5) For the purpose of subsection (4), an investment in shares, bonds or debentures by a subsidiary of a licensed provincial company, other than a mutual fund or securities dealer subsidiary, shall be deemed to be an investment by the company. 1991, c. 7, s. 49.
50 (1) No licensed provincial company shall, directly or indirectly,
(a) invest, by way of purchases from or loans to any one person or to two or more persons that to the knowledge of the company are associated, an amount exceeding the greater of two hundred and fifty thousand dollars or one per cent of the company's total assets; or
(b) subject to clause (f) of Section 52, make an investment the effect of which will be that the company will hold more than ten per cent of the issued and outstanding shares of a class of voting shares of any one body corporate other than a subsidiary or associated company as defined in Section 51.
(2) Clause (a) of subsection (1) does not apply so as to restrict investments in
(a) securities issued or guaranteed by the Government of Canada, including mortages [mortgages] insured pursuant to the National Housing Act (Canada), by the government of any province or by any municipality in Canada; or
(b) debt instruments issued or endorsed by a bank.
(3) For the purpose of this Section, a person is associated with
(a) a body corporate which that person controls and every affiliate of that body corporate;
(b) a partner of that person who has an interest of fifty per cent or more in a partnership in which that person has an interest of fifty per cent or more;
(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which that person serves as trustee or in a similar capacity;
(d) a spouse or child of that person;
(e) a relative or in-law of that person or of that person's spouse if that relative or in-law has the same residence as that person. 1991, c. 7, s. 50.
(a) "associated company" means a corporation more than ten per cent and less than fifty-one per cent of the voting shares of which are owned by a licensed provincial company;
(b) "subsidiary" means a corporation fifty-one per cent or more of the voting shares of which are owned by a licensed provincial company.
(2) Subject to such terms and conditions concerning subsidiaries as may be prescribed by regulation, a licensed provincial company may establish or acquire as a subsidiary or associated company such companies as are prescribed by regulation.
(3) A subsidiary described in subsection (2) shall not invest its funds except as provided for licensed provincial companies in this Act.
(4) A licensed company shall not make an investment in or guarantee an obligation of a subsidiary of the company if, after the making of the investment or the giving of the guarantee, the total book value of all of those investments and guarantees will exceed five per cent of the total assets of the company.
(5) Subsection (4) does not apply to a trust company or a loan company. 1991, c. 7, s. 51.
52 The Superintendent may authorize the acceptance by a licensed provincial company of bonds, notes, shares, debentures or other assets not fulfilling the requirements of this Act
(a) obtained in payment or part payment for securities sold by the company;
(b) obtained pursuant to a bona fide arrangement for the reorganization of a body corporate whose securities were previously owned by or pledged to the company;
(c) obtained pursuant to an amalgamation with another body corporate of the body corporate whose securities were previously owned by the company;
(d) obtained for the bona fide purpose of protecting investments of the company;
(e) obtained by virtue of the purchase by the company of the assets of another company; or
(f) obtained by virtue of realizing on the security for a loan where the security is shares in a body corporate and the effect of realizing on the security is that the licensed provincial company will hold more than ten per cent of the issued and outstanding shares of a class of voting shares in any one body corporate,
but the bonds, notes, shares or debentures or other assets whose acceptance is so authorized shall be sold and disposed of within five years after their acquisition or such longer period not exceeding one year as the Superintendent may order, unless it can be shown to the satisfaction of the Superintendent that the bonds, notes, shares, debentures or other assets whose acceptance is so authorized are not inferior in status or value to the securities for which they have been substituted. 1991, c. 7, s. 52.
53 A licensed provincial company may take real or personal property as collateral security for any advance or for any debt due to the company in addition to any other security for the advance or debt required by this Act. 1991, c. 7, s. 53.
54 A single loan, that is secured by two or more assets or classes of assets that, but for this Section, would not be an investment of the licensed provincial company permitted by or pursuant to this Act, may be divided into different amounts and considered as separate loans with respect to each asset or class of assets for the purpose of determining whether the loan is permitted by or pursuant to this Act. 1991, c. 7, s. 54.
55 (1) Notwithstanding this or any other Act, every licensed provincial trust company may, unless the trust instrument otherwise directs, invest money held by it as a fiduciary, other than deposits, in one or more common trust funds of the trust company.
(2) No licensed provincial trust company shall include in a common trust fund authorized pursuant to subsection (1) any money in relation to a trust established exclusively for savings plans registered pursuant to the Income Tax Act (Canada).
(3) No licensed provincial trust company shall establish or operate a common trust fund except as provided for in the regulations.
(4) A licensed provincial trust company may at any time and shall, when required in writing by the Superintendent to do so pursuant to subsection (5), file with the Superintendent and pass an account of its dealings with respect to a common trust fund in the Court and the Court on the passing of the account has, subject to this Section, the same duties and powers as the probate court would have in the case of the passing of personal representatives' accounts.
(5) An account filed with the Superintendent in accordance with the regulations, except so far as mistake or fraud is shown, is binding and conclusive upon all interested persons as to all matters shown in the account and as to the trust company's administration of the common trust fund for the period covered by the account, unless within six months after the date upon which the account is so filed, the Superintendent requires, in writing, that the account be filed and passed in the Court.
(6) Notwithstanding any other Act, a licensed provincial trust company shall not be required to render an account of its dealings with a common trust fund except as provided in this Section or the regulations.
(7) Upon the filing of an account pursuant to this Section, the Court shall fix a time and place for the passing of the account, and the trust company shall cause a written notice of the appointment and a copy of the account to be served upon the Superintendent at least fourteen days before the date fixed for the passing, and the trust company shall not be required to give any other notice of the appointment.
(8) For the purpose of an accounting pursuant to this Section, an account may be filed in the form of audited accounts filed with the Superintendent in accordance with the regulations.
(9) Upon the passing of an account pursuant to this Section, the Superintendent shall represent all persons having an interest in the funds invested in the common trust fund, but any interested person is entitled at that person's own expense to appear and be heard in person or to be separately represented.
(10) Where an account filed pursuant to this Section has been approved by the Court, the approval, except so far as mistake or fraud is shown, is binding and conclusive upon all interested persons as to all matters shown in the account and as to the trust company's administration of the common trust fund for the period covered by the account.
(11) The costs of passing an account pursuant to this Section shall be charged to principal and income of the common trust fund in such proportions as the Court considers proper. 1991, c. 7, s. 55.
56 (1) No licensed provincial trust company or subsidiary of a licensed provincial trust company shall promote or operate a mutual fund unless the company or subsidiary
(a) gives notice to the Superintendent at least ninety days before starting to promote or operate the mutual fund and provides such information respecting the mutual fund as the Superintendent may require; and
(b) has received the approval of the Superintendent and the company or subsidiary complies with any terms or conditions imposed with respect to the approval by the Superintendent.
(2) No licensed provincial company or subsidiary of a licensed provincial company shall be registered as a broker, salesman or sub-agent pursuant to the Securities Act or the regulations pursuant to that Act unless the company or subsidiary has received the approval of the Superintendent and the company or subsidiary complies with any terms or conditions imposed with respect to the approval by the Superintendent.
(3) Where a certificate of the Registrar pursuant to the Securities Act is required pursuant to that Act, no provincial company shall trade in its securities where that trade would be in the course of a primary distribution to the public of its securities unless the company has received the approval of the Superintendent. 1991, c. 7, s. 56.
57 (1) The liability of a trust company to persons interested in an estate held by the trust company as executor, administrator, trustee, receiver, liquidator, assignee or guardian is the same as if the estate had been held by an individual in the like capacity, and the company's powers are the same.
(2) Where a licensed trust company is authorized to execute the office of executor, administrator, trustee, receiver, liquidator, assignee or guardian, every court or judge having authority to appoint such an officer may, with the consent of the company, appoint the company to exercise any of those offices in respect of any estate or person under the authority of that court or judge, or may grant to the company probate of any will in which the company is named as an executor.
(3) A licensed trust company may
(a) except where the trust instrument otherwise requires, be appointed to be a sole trustee;
(b) be appointed to any of the offices mentioned in subsection (2) jointly with another person,
and the appointment may be made whether the trustee is required pursuant to a deed, will or document creating a trust or whether the appointment is pursuant to the Judicature Act or any other Act of the Legislature.
(4) Notwithstanding any rule, practice or statutory provision, it is not necessary for a licensed trust company to give security for the due performance of its duty as executor, administrator, trustee, receiver, liquidator, assignee or guardian unless so ordered by a court or judge.
(5) No court or judge shall appoint a body corporate other than a licensed trust company to execute the office of executor, administrator, trustee or guardian. 1991, c. 7, s. 57.
58 (1) A licensed company is not bound to see to the execution of any trust, whether express, implied or constructive, to which any of its deposits are subject, other than a trust to which the company is a party.
(2) The receipt of the person in whose name any deposit stands in the books of a licensed company is a sufficient discharge to the company for any payment made in respect of the deposit, and a direction to transfer, signed by the person in whose name any such deposit stands in the books of the company, is sufficient authority to the company for any transfer made in respect of the deposit, notwithstanding any trust to which the same may then be subject and whether the company has or has not had notice of the trust.
(3) A company is not bound to see to the application of any money paid upon a receipt pursuant to subsection (2). 1991, c. 7, s. 58.
59 (1) A provincial company shall at all times have a registered office in the place within the Province specified in its instrument of incorporation.
(2) The directors of a provincial company may change the place of the registered office by applying for supplementary letters patent pursuant to subsection (9) of Section 14.
(3) The directors of a provincial company may change the address of the registered office within the place specified in the instrument of incorporation.
(4) A provincial company shall file with the Superintendent, within fifteen days after any change of address of its registered office, a notice in the form prescribed by regulation. 1991, c. 7, s. 59.
60 (1) A provincial company shall prepare and maintain at its registered office or at any other place in the Province designated by the directors and approved by the Superintendent, records containing
(a) copies of its instrument of incorporation and the by-laws and all amendments to them;
(b) minutes of all meetings and resolutions of shareholders;
(c) a share register in accordance with Section 42 of the Companies Act; and
(d) the names and addresses of all persons who are or have been directors of the company with the several dates at which each became or ceased to be a director.
(2) In addition to the records referred to in subsection (1), a provincial company shall prepare and maintain
(a) adequate accounting records as required by this Act or the regulations;
(b) minutes of meetings and resolutions of the directors, the audit committee, the investment committee and any other committee of the board;
(c) a record of all investments held by the company;
(d) copies of all returns to the Superintendent required by this Act or the regulations;
(e) a record of all depositors, their names and addresses as far as are known and the sums deposited by the depositors;
(f) where the company is a trust company, full and adequate records relating to the fiduciary activities of the company, the names and addresses as far as are known of all persons for whom the company acts in a fiduciary capacity and the sums received and held in trust by the company on their behalf; and
(g) a copy of the written procedures referred to in Section 121.
(3) For the purpose of subsections (1) and (2), where a body corporate is continued pursuant to this Act, "records" includes similar records required by law to be maintained by the body corporate before it was so continued.
(4) The records referred to in subsection (2) shall be kept at the registered office of the provincial company or at any other place the directors think fit and that is approved by the Superintendent. 1991, c. 7, s. 60.
61 (1) The directors and shareholders of a provincial company, their agents, their legal representatives and the Superintendent or the Minister may examine the records referred to in subsection (1) of Section 60 during the usual business hours of the company without charge.
(2) A shareholder of a provincial company is entitled upon request and without charge to one copy of the instrument of incorporation and the by-laws and amendments to them.
(3) A creditor of a provincial company or a judgment creditor of a shareholder and any agent or legal representative of that creditor or judgment creditor may examine the records referred to in clauses (a), (c) and (d) of subsection (1) of Section 60 during the usual business hours of the company upon payment of a reasonable fee and may make copies of those records.
(4) The directors of a provincial company and the Superintendent or the Minister may examine the records referred to in subsection (2) of Section 60 during the usual business hours of the company without charge. 1991, c. 7, s. 61.