Trust and Loan Companies Act ( S.C. 1991, c. 45)

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

Short Title

Marginal note: Short title

1 This Act may be cited as the Trust and Loan Companies Act .

PART I Interpretation and Application

Definitions

Marginal note: Definitions

2 In this Act,

, with respect to a company, means the relationships among the company and its affiliates and the shareholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates; ( affaires internes )

means an entity that is affiliated with another entity within the meaning of section 6; ( groupe )

means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act ; ( Agence )

means the annual financial statement of a company within the meaning of paragraph 313(1)(a); ( rapport annuel )

, in respect of a company that is a trust company pursuant to subsection 57(2), includes assets held by the company in respect of guaranteed trust money; ( actif )

includes a firm of accountants; ( vérificateur )

means a body corporate that is incorporated or formed under Part XV of the Bank Act ; ( société de portefeuille bancaire )

, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; ( porteur )

, in respect of a security, means a security in bearer form as determined in accordance with subsection 86(2); ( titre au porteur )

includes ownership through one or more trustees, legal representatives, agents or other intermediaries; ( véritable propriétaire et propriété effective )

means an incorporated body wherever or however incorporated; ( personne morale )

, in respect of a company, means an agency, the head office and any other office of the company; ( bureau )

means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province; ( institution financière canadienne )

or means the register referred to in section 253; ( registre central des valeurs mobilières ou registre des valeurs mobilières )

means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act ; ( commissaire )

, 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; ( conjoint de fait )

means a body corporate to which this Act applies; ( société )

, in relation to a company or any matter concerning a company, means

(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a company or any of its affiliates,
(b) a director or an officer, or a former director or officer, of a company 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 339, 343 or 537; ( plaignant )

means a provision referred to in paragraph (d) or (d.1) of the definition in section 2 of the Financial Consumer Agency of Canada Act ; ( disposition visant les consommateurs )

(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, British Columbia and Prince Edward Island, 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 Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, and
(f) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice; ( tribunal )

means the court to which an appeal lies from a decision or order of a court; ( cour d’appel )

, in respect of a company that is a trust company pursuant to subsection 57(2), includes a person who has money deposited with the company as guaranteed trust money; ( créancier )

means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; ( titre de créance )

, in respect of money received by a company that is a trust company pursuant to subsection 57(2), means money received as guaranteed trust money; ( dépôt )

, in respect of a company that is a trust company pursuant to subsection 57(2), means liabilities of the company in respect of guaranteed trust money; ( dette )

means a natural person occupying the position of director, by whatever name called, of a body corporate, and or refers to the directors of a body corporate as a body; ( administrateur , conseil d’administration ou conseil )

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; ( entité )

, in respect of a company, means its equity as determined in accordance with the regulations; ( capitaux propres )

has the same meaning as in section 2 of the Bank Act ; ( coopérative de crédit fédérale )

(a) a company,
(b) a bank,
(c) an association to which the Cooperative Credit Associations Act applies, or
(d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act ; ( institution financière fédérale )

means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; ( représentant )

(a) a company,
(b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act ,
(c) an association to which the Cooperative Credit Associations Act applies,
(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; ( institution financière )

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; ( institution étrangère )

means the Trust Companies Act or the Loan Companies Act ; ( loi antérieure )

means a body corporate referred to in paragraph 12(b) or (c); ( société antérieure )

means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration )

means a going-private transaction as defined in the regulations; ( transaction de fermeture )

includes a letter of credit; ( garantie )

means money that is received in trust for investment by a company that is a trust company pursuant to subsection 57(2) and that is subject to a guarantee by the company in respect of the payment of interest or repayment of the principal or both; ( fonds en fiducie garantie )

means the office required to be maintained by a company pursuant to section 242; ( siège )

(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; ( détenteur )

means a holding body corporate within the meaning of section 4; ( société mère )

, 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; ( constitué en personne morale )

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; ( acte constitutif )

, in relation to a company, means a person who applied for letters patent to incorporate the company; ( fondateur )

means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act ; ( société de portefeuille d’assurances )

, in respect of a security, means the entity that issues or issued the security; ( émetteur )

, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent; ( lettres patentes )

means the Minister of Finance; ( ministre )

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; ( mineur )

means a foreign institution that is not controlled by a WTO Member resident; ( institution étrangère d’un non-membre de l’OMC )

(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; ( dirigeant )

, in respect of a security, means a security in order form as determined in accordance with subsection 86(3); ( titre à ordre )

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; ( résolution ordinaire )

means a natural person, an entity or a personal representative; ( personne )

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; ( représentant personnel )

means prescribed by regulation; ( Version anglaise seulement )

, in respect of a company that is a trust company pursuant to subsection 57(2), includes property held by the company in respect of guaranteed trust money; ( biens )

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; ( procuration )

means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; ( fondé de pouvoir )

includes a leasehold interest in real property; ( biens immeubles )

(a) in relation to a person who is a shareholder of a company, the latest postal address of the person according to the central securities register of the company, and
(b) in relation to a person in any other respect, the latest postal address of the person according to the records of the branch concerned; ( adresse enregistrée )

, in respect of a security, means a security in registered form as determined in accordance with subsection 86(4); ( titre nominatif )

means an entity that is

(a) incorporated or formed otherwise in a country or territory, other than Canada, in which a trade agreement listed in Schedule IV of the Bank Act is applicable, and
(b) subject to financial services regulation in that country or territory; ( entité étrangère réglementée )

, in respect of a company, has the meaning given that expression by the regulations; ( capital réglementaire )

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; ( résident canadien )

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; ( immeuble résidentiel )

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; ( souscripteur à forfait )

(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; ( titre ou valeur mobilière )

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; ( sûreté )

includes deliver; ( envoyer )

, in respect of shares, means a division of a class of shares; ( série )

means a significant interest determined in accordance with section 8; ( intérêt substantiel )

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; ( résolution extraordinaire )

means a transaction by a company that is not a distributing company that requires an amendment to a by-law referred to in subsection 222(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares issued by the company that have rights and privileges equal to or greater than those of the shares of the affected class; ( transaction d’éviction )

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

means an entity that is a subsidiary of another entity within the meaning of section 5; ( filiale )

means a substantial investment determined in accordance with section 10; ( intérêt de groupe financier )

means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act ; ( surintendant )

, in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération )

, in respect of securities, includes a transmission by operation of law; ( transfert )

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; ( action avec droit de vote )

means a WTO Member resident within the meaning of section 11.1. ( résident d’un membre de l’OMC )

1991, c. 45, s. 2, c. 47, s. 753, c. 48, s. 493
1992, c. 51, s. 66
1998, c. 30, ss. 13(F), 15(E)
1999, c. 3, s. 84, c. 28, s. 136
2000, c. 12, s. 298
2001, c. 9, s. 478, c. 27, s. 272
2002, c. 7, s. 248(E)
2005, c. 54, s. 368
2010, c. 12, s. 2123
2012, c. 5, s. 162
2014, c. 39, s. 301
2015, c. 3, s. 157
2020, c. 1, s. 153