Bill S-11: A fourth Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law

Short Title Short title 1 This Act may be cited as the Federal Law–Civil Law Harmonization Act, No. 4 . PART 1 Financial Institutions Legislation Governing Financial Institutions 1991, c. 46 Bank Act 2 (1) The definition biens immeubles in section 2 of the French version of the Bank Act is repealed. 2010, c. 12, s. 1894(1) (2) The definitions fiduciary , personal representative , proxy , residential property and security interest in section 2 of the Act are replaced by the following: fiduciary  means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed or, in Quebec, signed 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 ) residential property  means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions beneficial ownership , form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; ( véritable propriétaire et propriété effective ) form of proxy  means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary 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 ) (4) The definitions fondé de pouvoir and opération in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. ( proxyholder ) opération  En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. ( trade ) 2010, c. 12, ss. 1894(2)(F) and (7)(E) (5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following: (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 document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 3 Subsection 15(1) of the French version of the Act is replaced by the following: Pouvoirs 15 (1) La banque a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 6 4 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the bank as a director, an officer, an employee or an agent or mandatary of the bank has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank with actual or usual authority to issue the document is not valid or not genuine. 5 Paragraph 38(1)(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 2005, c. 54, s. 9 6 (1) Subparagraph 66(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank at arm’s length within the meaning of that expression in the Income Tax Act , or 2010, c. 12, s. 1934(2) (2) Subparagraph 66(3.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the federal credit union at arm’s length within the meaning of that expression in the Income Tax Act , or 2010, c. 12, s. 1937 7 Subsection 71(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share or membership share except in accordance with section 75. 8 (1) The definitions adverse claim and purchaser in section 81 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; ( opposition ) purchaser  means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; ( acquéreur ) 2010, c. 12, s. 1946 (2) The portion of the definition security or security certificate in section 81 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest or right in or obligation of a bank, but does not include a document evidencing a deposit or, in the case of a federal credit union, a membership share; ( valeur mobilière ou certificat de valeur mobilière ) 9 Paragraph 91(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 15(E) 10 Section 94 of the Act is replaced by the following: Minors 94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the bank. 1991, c. 46, s. 575 11 (1) Subsection 96(1) of the Act is replaced by the following: Transmission of securities 96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)(a) delivers to the bank or its transfer agent the following documents, accompanied by any assurance the bank may require under section 127: (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will, (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters; (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province; (e) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)(a) that states the particulars of the transmission; and (f) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 93(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 111. (2) The portion of subsection 96(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents: (3) Paragraph 96(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder. 12 Subsection 100(1) of the Act is replaced by the following: Notice of defect 100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice. 13 Subsection 104(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest or right purchased. 14 Subsection 108(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 15 (1) Paragraph 110(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); (2) Paragraph 110(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. 16 Section 114 of the English version of the Act is replaced by the following: Effect of fiduciary failing to comply 114 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 17 (1) The portion of subsection 121(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by (2) The portion of subsection 121(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 121(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (4) Subsections 121(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage. Inscription équivaut à acceptation de livraison (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 121(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 126 à 133. 18 Subsection 123(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 19 Sections 124 and 125 of the Act are replaced by the following: Seizure of security 124 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 125 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a bank, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities. 20 (1) Paragraph 127(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign; (2) Paragraph 127(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et visé au paragraphe 96(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière; 21 Paragraph 129(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 22 The portion of section 134 of the Act before paragraph (a) is replaced by the following: Rights and obligations 134 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 23 Section 135 of the English version of the Act is replaced by the following: Notice 135 Notice to one of the persons referred to in section 134 is notice to the issuer in respect of the functions performed by that person. 24 Subsection 143(6) of the French version of the Act is replaced by the following: Immunité (6) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3). 2010, c. 12, s. 1957 25 Subsection 144.1(10) of the French version of the Act is replaced by the following: Immunité (10) La coopérative de crédit fédérale ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition. 1997, c. 15, s. 10 26 Paragraph (b) of the definition solicit or solicitation in section 156.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, 1997, c. 15, s. 10 27 (1) Subsections 156.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 156.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 10 (2) Subsection 156.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 10 (3) The portion of paragraph 156.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 10 28 Section 156.03 of the English version of the Act is replaced by the following: Deposit of proxies 156. 03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 10 29 Subsection 156.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 156.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them. 2005, c. 54, s. 31 30 Subsection 156.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). 2001, c. 9, s. 67 31 Subsection 156.09(10) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (9) (10) Le paragraphe (9) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté. 2012, c. 31, s. 109 32 (1) Paragraph 160(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1); (2) Paragraph 160(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and 2010, c. 12, s. 1978 33 Subsection 175(3) of the French version of the Act is replaced by the following: Immunité (3) La banque ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément aux paragraphes (1) ou (2), la déclaration faite par un administrateur. 2010, c. 12, s. 1986 34 Section 192.09 of the French version of the Act is replaced by the following: Maintien des droits 192. 09 Les modifications des lettres patentes ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la coopérative de crédit fédérale, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2010, c. 12, s. 1986 35 Paragraph 192.1(b) of the Act is replaced by the following: (b) there were in the by-law a covenant under seal, or, in Quebec, a formal undertaking, on the part of each member, and the successors and assigns of the member, to conform to the by-law. 2005, c. 54, s. 40 36 Paragraph 203(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank, an entity controlled by the bank or an entity in which the bank has a substantial investment; 37 Subsection 210(5) of the Act is replaced by the following: Subrogation of director (5) When a director of a bank pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 38 Section 222 of the French version of the Act is replaced by the following: Maintien des droits 222 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la banque, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2001, c. 9, s. 86 39 Subsection 229.1(1) of the English version of the Act is replaced by the following: Court enforcement 229.1 (1) If a bank or any director, any officer, any employee or any agent or mandatary of a bank is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 40 Paragraph 230(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 2010, c. 12, s. 2009(3)(E) 41 (1) Subsection 240(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up. (2) The portion of subsection 240(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A bank or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5) 42 The portion of section 244 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 244 A bank and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 53 43 (1) Subsection 248(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 53 (2) The portion of subsection 248(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A bank or its agent or mandatary must provide the supplementary information within 44 Section 250 of the English version of the Act is replaced by the following: Agent or mandatary 250 A bank may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers. 45 The portion of section 254 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 254 A bank, its agent or mandatary or a trustee as defined in section 294 is not required to produce 2010, c. 12, s. 2015 46 (1) Subsection 254.1(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the members register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the federal credit union or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2010, c. 12, s. 2015 (2) The portion of subsection 254.1(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A federal credit union or its agent or mandatary must provide the supplementary information within 2010, c. 12, s. 2015 47 Section 254.3 of the English version of the Act is replaced by the following: Agent or mandatary 254. 3 A federal credit union may appoint an agent or mandatary to maintain its members register and each of its branch members registers. 2010, c. 12, s. 2015 48 Section 254.6 of the English version of the Act is replaced by the following: Cancelled membership share certificate 254. 6 A federal credit union, its agent or mandatary or a trustee as defined in section 294 is not required to produce a cancelled membership share certificate in registered form after six years from the day on which it is cancelled. 2005, c. 54, s. 54 49 Subsection 256(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it. 50 The definitions option d’achat and option de vente in subsection 265(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) 2005, c. 54, s. 57 51 Paragraph 271(5)(c) of the Act is replaced by the following: (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 57 52 (1) Paragraph 277(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la banque n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal; 2005, c. 54, s. 57 (2) Subsection 277(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question. 2005, c. 54, s. 58(4)(E) 53 (1) Paragraph (c) of the definition associate of the offeror in subsection 283(1) of the Act is replaced by the following: (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 58(6)(F) (2) The portion of the definition offeror in subsection 283(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 66 54 Paragraph 290(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 286b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal; 55 (1) Subsection 291(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 291 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 289(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance. (2) Paragraph 291(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la banque pollicitée; 56 The definition trust indenture in section 294 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a bank, under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. ( acte de fiducie ) 57 Subparagraph 315(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank within the two years immediately preceding the firm’s proposed appointment as auditor of the bank, other than an affiliate that is a subsidiary of the bank acquired under section 472 or through a realization of security under section 473. 58 (1) Subsection 324(1) of the English version of the Act is replaced by the following: Right to information 324 (1) On the request of the auditor or auditors of a bank, the present or former directors, officers, employees or agents or mandataries of the bank must, to the extent that they are reasonably able to do so, (a) permit access to any records, assets and security held by the bank or any entity in which the bank has a substantial investment that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and (b) provide any information and explanations that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties. (2) Paragraph 324(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s or auditors’ opinion, necessary to enable the auditor or auditors to perform their duties; and 59 Subsection 336(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 334(1) or section 338 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 77(F) 60 Paragraph 349(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer; 61 (1) Paragraph 353(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la banque; (2) Paragraph 353(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the bank; 2010, c. 12, s. 2044(2) 62 Subsection 357(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union. 2010, c. 12, s. 2047(3) 63 Paragraph 363(4)(a) of the French version of the Act is replaced by the following: a) de joindre comme partie à l’instance chaque ancien actionnaire, ancien membre ou fondateur retrouvé par le demandeur; 64 (1) The portion of the definition agent in subsection 370(1) of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to His Majesty in right of Canada or of a province, an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of His Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person, (2) The portion of the definition agent in subsection 370(1) of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which His Majesty in either of those rights contributes and of which an official or entity that is an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province is a trustee, and (b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. ( mandataire ) 2001, c. 9, s. 98 65 Paragraphs 378.1(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 98 66 Paragraphs 378.2(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2010, c. 12, s. 2068(2) 67 Paragraph 392(2)(a) of the French version of the Act is replaced by the following: a) il y a eu disposition des actions ou des parts sociales ayant donné lieu à la contravention; 68 Section 406 of the English version of the Act is replaced by the following: Reliance on information 406 A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in a declaration required by the directors under section 405 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 405, and no action lies against the bank or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 101 69 (1) Paragraph 411(1)(a) of the English version of the Act is replaced by the following: (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 464(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or (2) Paragraphs 411(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the person for whom a bank is acting as agent or mandatary under subsection (1); and (b) whether any commission is being earned by a bank when acting as agent or mandatary under subsection (1). 70 Section 412 of the Act is replaced by the following: Prohibited activities 412 It is prohibited for a bank to act in Canada (a) as an executor or administrator of an estate or liquidator of a succession; (b) as a trustee for a trust; (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). 2007, c. 6, s. 25(1) 71 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 413.2 (1) Subject to the regulations, a bank referred to in paragraph 413(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 104 (2) Subsection 413.2(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 106 72 Section 417 of the Act is replaced by the following: Restriction on leasing 417 A bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity , as defined in subsection 464(1), is not permitted to engage. 2007, c. 6, s. 27 73 (1) Subsection 418(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 418 (1) A bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. (2) Paragraph 418(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the bank may make a loan is established; 1997, c. 15, s. 46 (3) Paragraph 418(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the bank on a property disposed of by the bank, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the bank for the property. 74 Section 420 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 420 A bank must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the bank. 75 (1) The definition bateau de pêche in subsection 425(1) of the French version of the Act is replaced by the following: bateau de pêche  Navire ou vaisseau ou tout autre genre de bateau destiné à la pêche, ainsi que les engins, appareils et dispositifs destinés à l’armement du bateau et en faisant partie, ou toute part ou tout intérêt partiel dans celui-ci. ( fishing vessel ) (2) Paragraphs (a) and (b) of the definition warehouse receipt in subsection 425(1) of the Act are replaced by the following: (a) any receipt given by any person for goods, wares and merchandise in the person’s actual, visible and continued possession as a bailee or depositary in good faith and not as an owner, (b) receipts given by any person who is the owner or keeper of a harbour, cove, pond, wharf, yard, warehouse, shed, storehouse or other place for the storage of goods, wares and merchandise, for goods, wares and merchandise delivered to the person as a bailee or depositary, and actually in the place or in one or more of the places owned or kept by the person, whether or not that person is engaged in other business, (3) Paragraph (e) of the definition warehouse receipt in subsection 425(1) of the Act is replaced by the following: (e) receipts given by any person for any hydrocarbons received by the person as a bailee or depositary, whether the person’s obligation to restore requires delivery of the same hydrocarbons or may be satisfied by delivery of the same quantity of hydrocarbons of the same or a similar grade or kind. ( récépissé d’entrepôt ) 76 (1) The portion of subsection 426(1) of the French version of the Act before paragraph (a) is replaced by the following: Prêts sur hydrocarbures et substances minérales 426 (1) La banque peut consentir des prêts ou des avances garantis soit par un ou plusieurs des biens ci-après, soit par des droits ou intérêts relatifs à l’un de ces biens, que la garantie ait été fournie par l’emprunteur, une caution ou une tierce personne : (2) Paragraph 426(1)(c) of the Act is replaced by the following: (c) the entire or partial estate or interest of any person, or the right or share of a right of any person, including an immovable real right, in or to those hydrocarbons or minerals, rights, licences, permits and lands, and (3) The portion of subsection 426(2) of the English version of the Act before paragraph (b) is replaced by the following: Security (2) Security under this section may be given by signature and delivery to the bank, by or on behalf of the person giving the security, of an instrument or act in the prescribed form or in a form of similar effect, and affects the property described in the instrument or act giving the security (a) of which the person giving the security is the owner at the time of the delivery of the instrument or act, or (4) Paragraph 426(2)(b) of the Act is replaced by the following: (b) of which that person becomes the owner at any time after the delivery of the instrument or act and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery, (5) The portion of subsection 426(3) of the English version of the Act before paragraph (a) is replaced by the following: Rights under security (3) Any security given under this section vests in the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, full power, right and authority, through its officers, its employees or its agents or mandataries, in the event of (6) The portion of subsection 426(3) of the French version of the Act after paragraph (b) is replaced by the following: tous les pouvoirs — en sus et sans préjudice des autres pouvoirs qui lui sont dévolus — pour prendre, à sa convenance, toutes les mesures ci-après ou certaines d’entre elles, à savoir : prendre possession de la totalité ou d’une partie des biens affectés à la garantie ou les saisir, les prendre en charge, en assurer l’entretien, les utiliser, les exploiter et, sous réserve de toute autre loi qui en régit la propriété et la disposition et de ses règlements, les vendre selon qu’elle le juge à propos. 2012, c. 5, s. 37 (7) Subsections 426(7) and (7.1) of the Act are replaced by the following: Priority of bank’s rights (7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all interests or rights subsequently acquired in, on or in respect of the property and over the claim of any holder of a mechanics’ lien or construction legal hypothec, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property. Exception (7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that lien, that prior claim, that right of retention or that security interest. (8) The portion of subsection 426(8) of the French version of the Act before paragraph (b) is replaced by the following: Priorité des droits de la banque (8) Les droits et pouvoirs de la banque concernant les biens visés par une garantie donnée conformément au présent article ne priment pas les droits ou intérêts acquis sur ces biens, sauf si : a) avant l’enregistrement de ces droits ou intérêts, (9) Paragraph 426(8)(b) of the Act is replaced by the following: (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of it, (10) Paragraphs 426(8)(c) and (d) of the English version of the Act are replaced by the following: (c) an original of the instrument or act giving the security, (d) a copy of the instrument or act giving the security, certified by an officer or employee of the bank to be a true copy, or (11) Subsection 426(10) of the French version of the Act is replaced by the following: Exception (10) Les paragraphes (8) et (9) ne s’appliquent pas si la loi provinciale en cause ne permet pas l’enregistrement ou le dépôt du document présenté ou si les lois fédérales régissant la propriété et la disposition du bien qui fait l’objet d’une garantie donnée en vertu du présent article ne prévoient pas, par un renvoi exprès au présent article, l’enregistrement ou le dépôt du document présenté. 77 (1) Paragraph 427(2)(b) of the Act is replaced by the following: (b) of which that person becomes the owner at any time after the delivery of the document and before the release, discharge or cancellation of the security by the bank, whether or not the property is in existence at the time of the delivery, (2) The portion of paragraph 427(2)(d) of the Act after subparagraph (vi) is replaced by the following: a first and preferential lien and claim on the property for the sum secured and interest, and in the case of a crop before and after the severance from the soil, harvesting or threshing of the crop, and, in addition, the same rights and powers in respect of the property as if the bank had acquired a warehouse receipt or bill of lading in which the property was described, and all rights and powers of the bank subsist even if the property is affixed to real property or immovables and even if the person giving the security is not the owner of the real property or immovables, (3) The portion of subsection 427(3) of the English version of the Act before paragraph (a) is replaced by the following: Power of bank to take possession, etc. (3) If security on any property is given to a bank under any of paragraphs (1)(c) to (p), the bank, in addition to and without limitation of any other rights or powers vested in or conferred on it, has full power, right and authority, through its officers, its employees or its agents or mandataries, in the case of (4) Paragraph 427(3)(e) of the French version of the Act is replaced by the following: e) tentative, sans le consentement de la banque, de disposition des biens affectés à la garantie, (5) The portion of subsection 427(3) of the Act after paragraph (f) is replaced by the following: to take possession of or seize the property covered by the security, and in the case of aquacultural stock growing or produced in the aquaculture operation or a crop growing or produced on the farm, to care for it and, if applicable, to harvest it or thresh the grain from it, and in the case of livestock or aquatic plants and animals, to care for them, and has the right and authority to enter on any land, premises or site whenever necessary for any of those purposes and to detach and remove the property covered by the security, exclusive of wiring, conduits or piping incorporated in a building, from any real property or immovable to which it is affixed. (6) Paragraph 427(4)(a) of the English version of the Act is replaced by the following: (a) the rights and powers of the bank in respect of property covered by the security are void as against or, in Quebec, may not be set up against, creditors of the person giving the security and persons who, subsequently and in good faith, purchase, or take a mortgage or hypothec on, the property covered by the security unless a notice of intention signed by or on behalf of the person giving the security was registered in the appropriate agency not more than three years immediately before the security was given; 2012, c. 5, s. 38 78 (1) Subsection 428(1) of the Act is replaced by the following: Priority of bank’s rights 428 (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all interests or rights subsequently acquired in, on or in respect of that property, and over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property. 2012, c. 5, s. 38 (2) Subsection 428(2) of the Act is replaced by the following: Exception (2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on, or, in Quebec, a prior claim or a right of retention with respect to, the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that lien, that prior claim, that right of retention or that security interest. (3) The portion of subsection 428(3) of the Act before paragraph (a) is replaced by the following: Registration required (3) If security has been given to a bank on property under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment that is or has become affixed to real property or an immovable, the rights and powers of the bank do not have priority over any interest or right acquired in, on or in respect of the real property or immovable after that property has become affixed to it, unless, prior to (4) Paragraph 428(3)(a) of the French version of the Act is replaced by the following: a) l’enregistrement de ces droits ou intérêts, (5) Paragraph 428(3)(b) of the Act is replaced by the following: (b) the registration or filing of the deed or other instrument or act evidencing the interest or right, or of a caution, caveat or memorial in respect of the interest or right, (6) Subsection 428(4) of the Act is replaced by the following: Procedure for registering (4) Every registrar or officer in charge of the proper land registry or land titles office to whom a document mentioned in paragraph (3)(c), (d) or (e) is tendered must register or file the document according to the ordinary procedure for registering or filing within that office documents that evidence liens or charges against, or cautions, caveats or memorials in respect of claims to, interests in or rights in respect of, real property or immovables and subject to payment of the applicable fees, but subsection (3) and this subsection do not apply if provincial law does not permit the registration or filing of the tendered document. (7) The portion of paragraph 428(8)(b) of the Act after subparagraph (ii) is replaced by the following: and the proceeds of the sale of livestock, after deducting all expenses incurred by the bank and all expenses of seizure and sale, must be first applied to satisfy liens or pledges or movable hypothecs having priority over the security given to the bank and for which claims have been filed with the person making the sale, and the balance must be applied in payment of the debt, liability, loan or advance, with interest and the surplus, if any, returned to the person by whom the security was given. 1992, c. 27, par. 90(1)(b) 79 Section 430 of the Act is replaced by the following: Loans to receiver, liquidator, etc. 430 A bank may lend money and make advances to a receiver, receiver and manager or sequestrator, a liquidator appointed under any winding-up Act, or a custodian, interim receiver or trustee under the Bankruptcy and Insolvency Act , if they have been duly authorized to borrow, and, in making the loan or advance and at any subsequent time the bank may take security from them, with or without personal liability, up to the amount and on the property that may be directed or authorized by any court of competent jurisdiction. 80 Section 432 of the Act is replaced by the following: Rights in respect of property 432 The rights, powers and privileges that a bank is by this Act declared to have, or to have had, in respect of real property or immovables on which it has taken security, are held and possessed by it in respect of any personal property or movables on which it has taken security. 81 (1) Paragraph 433(b) of the English version of the Act is replaced by the following: (b) by a mortgagee or hypothecary creditor or other encumbrancer, having priority over a mortgage or hypothec or other encumbrance held by the bank, or (2) The portion of section 433 of the Act after paragraph (b) is replaced by the following: (c) by the bank under a power of sale given to it for that purpose, notice of the sale by auction to the highest bidder having been first given by advertisement for four weeks in a newspaper published in the county or electoral district in which the real property or immovable is situated, in cases in which, under similar circumstances, an individual could do, without any restriction as to its value, and may acquire it as any individual, purchasing at a sheriff’s sale or sale for taxes or under a power of sale, in like circumstances could do, and may take, have, hold and dispose of it. 82 Section 434 of the Act is replaced by the following: Real property or immovable 434 (1) A bank may acquire and hold an absolute title in or to real property or ownership of an immovable affected by a mortgage or hypothec securing a loan or an advance made by the bank or a debt or liability to the bank, by obtaining a release of the equity of redemption in the mortgaged property, procuring a foreclosure or taking the immovable in payment, or by other means by which, as between individuals, an equity of redemption can, by law, be barred, or a transfer of title to real property or ownership of an immovable can, by law, be effected, and may purchase and acquire any prior mortgage, hypothec or charge on the real property or immovable. No act or law to prevent (2) Nothing in any charter, Act or law is to be construed as ever having been intended to prevent or as preventing a bank from acquiring and holding an absolute title to and in any mortgaged real property or ownership of any hypothecated immovable, whatever its value, or from exercising or acting on any power of sale contained in any mortgage or hypothec given to or held by the bank authorizing or enabling it to sell or convey the mortgaged real property or hypothecated immovable. 2001, c. 9, s. 111 83 Subsection 437(4) of the French version of the Act is replaced by the following: Application du paragraphe (3) (4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. 1999, c. 28, s. 25(E) 84 Subsection 460(1) of the Act is replaced by the following: Transmission in case of death 460 (1) If the transmission of a debt owing by a bank by reason of a deposit, of property held by a bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the bank of the following is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing that is in a form satisfactory to the bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and (b) one of the following documents: (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an authentic copy of the notarial will. 2001, c. 9, s. 126 85 (1) Paragraph 462(1)(c) of the Act is replaced by the following: (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or 2001, c. 9, s. 126 (2) The definition enforcement notice in subsection 462(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 127 86 (1) The definition loan in subsection 464(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt ou emprunt ) 2001, c. 9, s. 127 (2) The portion of the definition financial leasing entity in subsection 464(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased; 2001, c. 9, s. 127 (3) Paragraphs (a) and (b) of the definition real property brokerage entity in subsection 464(1) of the Act are replaced by the following: (a) acting as an agent or provider of brokerage services for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and (b) the provision of consulting or appraisal services in respect of real property or immovables. ( courtier immobilier ) 2001, c. 9, s. 127 (4) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 464(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. ( mutual fund entity ) 2001, c. 9, s. 127 (5) Paragraph (b) of the definition financial leasing entity in subsection 464(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 127 (6) Paragraph 464(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 479(a) to be an interest in real property; or 2018, c. 27, s. 140(2) 87 Paragraph 466(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2012, c. 5, s. 53(1) 88 The portion of subsection 468(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la banque peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 127 89 Section 476 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 476 A bank must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the bank or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the bank in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the bank. 2001, c. 9, s. 127 90 Paragraph 478(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the bank or any of its prescribed subsidiaries has an interest in real property 2007, c. 6, s. 43(3) 91 (1) Paragraph 482(2)(j) of the Act is replaced by the following: (j) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or 2007, c. 6, s. 43(3) (2) Paragraph 482(2)(k) of the French version of the Act is replaced by the following: k) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 494(4). 92 (1) Subsection 488(3) of the Act is replaced by the following: Definition of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. 2007, c. 6, s. 44 (2) Subsection 488(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. 93 Paragraph 491(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 418 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party. 94 (1) Subsection 494(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite any of the provisions of subsections (1) and (2), a bank may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the bank that is a financial institution. (2) Subsection 494(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la banque peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur. 2007, c. 6, s. 45 (3) Subsection 494(6) of the French version of the Act is replaced by the following: Approbation (6) La banque peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 236. 95 Subsection 504(2) of the English version of the Act is replaced by the following: Reliance on information (2) A bank and any person who is a director, an officer, an employee or an agent or mandatary of the bank may rely on any information contained in any disclosure received by the bank under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the bank or the person for anything done or omitted in good faith in reliance on the information. 2001, c. 9, s. 132 96 (1) The definition leasing activities in subsection 507(1) of the Act is replaced by the following: leasing activities  means (a) the financial leasing of personal property or movables and the related activities that a financial leasing entity may engage in; and (b) all other leasing of personal property or movables. ( activités de location ) 2001, c. 9, s. 132 (2) Paragraph (g) of the definition financial services entity in subsection 507(1) of the English version of the Act is replaced by the following: (g) engaging in any activity referred to in paragraphs (a) to (f) as an agent or mandatary for another entity referred to in any of those paragraphs or in any of paragraphs 468(1)(a) to (j); or 2001, c. 9, s. 132 97 Subsections 510(2) and (3) of the English version of the Act are replaced by the following: Nominee or agent or mandatary (2) For the purposes of this Part, a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the foreign bank acting in that capacity. Nominee or agent or mandatary (3) For the purposes of this Part, an entity associated with a foreign bank is deemed to be carrying out or to have carried out anything prohibited by subsection (1) if it is carried out by a nominee or an agent or mandatary of the entity associated with the foreign bank acting in that capacity. 2018, c. 27, s. 142 98 Paragraph 510.02(3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2007, c. 6, s. 56 99 The portion of paragraph 519(1)(b) of the English version of the Act before subparagraph (i) is replaced by the following: (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank, other than for 2007, c. 6, s. 56 100 (1) Paragraph 520(1)(b) of the English version of the Act is replaced by the following: (b) engage in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for a foreign bank or an entity associated with a foreign bank; or 2007, c. 6, s. 56 (2) The portion of subsection 520(3) of the English version of the Act before paragraph (a) is replaced by the following: Exception (3) Paragraph (1)(b) does not apply to a foreign securities dealer that has received the approval of the Minister under paragraph 522.22(1)(f) or to a foreign insurance company — or to a prescribed entity — that engages in the business of acting as an agent or mandatary for the acceptance of deposit liabilities for 2012, c. 5, s. 55 101 The portion of subsection 522.08(2.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (2.1) Malgré l’alinéa (2)a), la banque étrangère ou l’entité liée à une banque étrangère peut acquérir ou détenir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 134 102 Paragraphs 524.1(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 134 103 Paragraphs 524.2(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 1999, c. 28, s. 35(1) 104 (1) The portion of paragraph 534(3)(a) of the French version of the Act before subparagraph (i) is replaced by the following: a) elle a déposé au Canada des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale : 1999, c. 28, s. 35(1) (2) Subsection 534(4) of the French version of the Act is replaced by the following: Contrat de dépôt (4) Les éléments d’actif visés au paragraphe (3) doivent être déposés auprès d’une institution financière canadienne agréée par le surintendant conformément aux termes d’un contrat de dépôt préalablement approuvé par celui-ci. 2001, c. 9, s. 141(1) 105 (1) Paragraph 540(1)(b) of the English version of the Act is replaced by the following: (b) subject to the regulations, act as an agent or mandatary for any person in the taking of deposit liabilities; or 2001, c. 9, s. 141(3) (2) Paragraph 540(6)(d.1) of the English version of the Act is replaced by the following: (d.1) respecting circumstances in which and the conditions under which an authorized foreign bank that is subject to the restrictions and requirements referred to in subsection 524(2) may act as agent or mandatary for any person in the taking of deposit liabilities; and 2001, c. 9, s. 142 106 (1) Paragraph 543(1)(a) of the English version of the Act is replaced by the following: (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, an entity in which a bank is permitted to acquire a substantial investment under section 468 or a Canadian entity acquired or held under section 522.08 and enter into an arrangement with any person in respect of the provision of that service; or 1999, c. 28, s. 35(1) (2) Paragraphs 543(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); and (b) whether any commission is being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1). 1999, c. 28, s. 35(1) 107 Section 544 of the Act is replaced by the following: Prohibited activities 544 It is prohibited for an authorized foreign bank to act in Canada (a) as an executor or administrator of an estate or liquidator of a succession; (b) as a trustee for a trust; (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). 2001, c. 9, s. 143(1) 108 (1) Subsection 546(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 546 (1) Subject to the regulations, an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 143(2) (2) Subsection 546(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, an authorized foreign bank referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 145 109 Section 550 of the Act is replaced by the following: Restriction on leasing 550 An authorized foreign bank must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity as defined in subsection 464(1) is not permitted to engage. 2007, c. 6, s. 86 110 (1) Subsection 551(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 551 (1) An authorized foreign bank must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. 1999, c. 28, s. 35(1) (2) Paragraph 551(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the authorized foreign bank may make a loan is established; 1999, c. 28, s. 35(1) (3) Paragraph 551(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the authorized foreign bank on a property disposed of by it, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the authorized foreign bank for the property. 1999, c. 28, s. 35(1) 111 Section 553 of the English version of the Act is replaced by the following: Restriction 553 An authorized foreign bank must not, in respect of its business in Canada, grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or of the business of the authorized foreign bank. 2001, c. 9, s. 148 112 Subsection 556(4) of the French version of the Act is replaced by the following: Application du paragraphe (3) (4) Le paragraphe (3) s’applique que la fiducie soit expresse ou par effet de la loi et même si la banque étrangère autorisée en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. 1999, c. 28, s. 35(1) 113 Subsection 577(1) of the Act is replaced by the following: Transmission in case of death 577 (1) If the transmission of a debt owing by an authorized foreign bank by reason of a deposit, of property held by an authorized foreign bank as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the authorized foreign bank of the following is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing that is in a form satisfactory to the authorized foreign bank, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and (b) one of the following documents: (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an authentic copy of the notarial will. 2001, c. 9, s. 160 114 (1) Paragraph 579(1)(c) of the Act is replaced by the following: (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or 2001, c. 9, s. 160 (2) The definition enforcement notice in subsection 579(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. ( avis d’exécution ) 1999, c. 28, s. 35(1) 115 (1) The heading before section 582 of the French version of the Act is replaced by the following: Dépôt obligatoire 1999, c. 28, s. 35(1) (2) The portion of subsection 582(1) of the French version of the Act before paragraph (a) is replaced by the following: Dépôts de certains éléments d’actif 582 (1) La banque étrangère autorisée doit de façon constante avoir en dépôt au Canada auprès d’une institution financière canadienne agréée par le surintendant des éléments d’actif — non grevés et d’un genre approuvé par le surintendant — dont la valeur totale, déterminée selon les principes comptables visés au paragraphe 308(4), est égale : 1999, c. 28, s. 35(1) (3) Subsection 582(2) of the French version of the Act is replaced by the following: Contrat de dépôt (2) Les éléments d’actif visés au paragraphe (1) doivent être conservés conformément aux termes d’un contrat de dépôt préalablement approuvé par le surintendant. 2007, c. 6, s. 94(1) 116 Subparagraph 585(3)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired under section 522.15. 1999, c. 28, s. 35(1) 117 (1) The portion of subsection 593(1) of the Act before paragraph (a) is replaced by the following: Right to information 593 (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or agents or mandataries of the authorized foreign bank must, to the extent that they are reasonably able to do so, 1999, c. 28, s. 35(1) (2) Paragraphs 593(1)(a) and (b) of the English version of the Act are replaced by the following: (a) permit access to any records, assets and security held by the authorized foreign bank or any entity in which the authorized foreign bank has a substantial investment under Part XII that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties. 1999, c. 28, s. 35(1) (3) The portion of subsection 593(1) of the English version of the Act after paragraph (b) is repealed. 1999, c. 28, s. 35(1) 118 Paragraph 617(a) of the French version of the Act is replaced by the following: a) exiger que, selon les modalités qu’il fixe, la banque dépose au Canada des éléments d’actif d’un genre et d’une valeur qu’il précise; 2018, c. 27, s. 329 119 The definition optional product or service in subsection 627.01(1) of the English version of the Act is replaced by the following: optional product or service  means a product or service that is provided in Canada by an institution, an affiliate that the institution controls or an agent or mandatary or a representative of the institution or affiliate, for an additional charge, as a supplement to another product or service that is offered or provided by the institution. ( produit ou service optionnel ) 2018, c. 27, s. 329 120 (1) The portion of section 627.15 of the English version of the Act before paragraph (b) is replaced by the following: Arrangements with affiliates, etc. 627. 15 An institution shall not enter into any arrangement or otherwise cooperate with any of its representatives, its agents or mandataries or its other intermediaries, with any of its affiliates that are controlled by a bank or a bank holding company and that are a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, the agents or mandataries or the other intermediaries of such an affiliate to sell or further the sale of a product or service of the institution or the affiliate unless (a) the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to institutions, as if they were an institution, to the extent that those provisions are applicable to their activities; 2018, c. 27, s. 329 (2) The portion of paragraph 627.15(c) of the English version of the Act before subparagraph (ii) is replaced by the following: (c) the employees of the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be, (i) may report particulars under subsection 979.2(1) to the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate as if they were an employee of a bank, and 2018, c. 27, s. 329 (3) Paragraph 627.15(d) of the English version of the Act is replaced by the following: (d) the affiliate or the representative, the agent or mandatary or the other intermediary of the institution or the affiliate, as the case may be, complies with section 979.4 as if they were a bank. 2018, c. 27, s. 329 121 Section 627.16 of the English version of the Act is replaced by the following: Intermediary for another entity 627. 16 If an institution is acting in the capacity of a representative, an agent or mandatary or other intermediary for another entity in respect of a product or service provided by the entity, the institution shall ensure that an agreement in respect of that product or service complies with the prescribed requirements. 2018, c. 27, s. 329 122 (1) Paragraph 627.28(2)(a) of the Act is replaced by the following: (a) is secured by a mortgage on real property or a hypothec on an immovable; or 2018, c. 27, s. 329 (2) The portion of paragraph 627.28(3)(a) of the Act before subparagraph (i) is replaced by the following: (a) in the case of a loan for a fixed amount, other than a loan that is secured by a mortgage on real property or a hypothec on an immovable, 2018, c. 27, s. 329 123 The portion of section 627.31 of the Act before paragraph (a) is replaced by the following: Renewal of mortgages 627. 31 If a natural person enters into a credit agreement other than for business purposes with an institution for a loan that is secured by a mortgage on real property or a hypothec on an immovable and that is to be renewed on a specified day, 2018, c. 27, s. 329 124 Section 627.58 of the English version of the Act is replaced by the following: Resource person 627. 58 Subject to the regulations, an institution shall, before entering into an agreement with a person by electronic means or by mail in respect of a product or service in Canada, provide the person with the local or toll-free telephone number of a natural person who is an employee or an agent or mandatary of the institution and who is knowledgeable about the terms and conditions of the agreement. 2018, c. 27, s. 329 125 The portion of subsection 627.6(1) of the Act before paragraph (a) is replaced by the following: Renewal or rollover 627.6 (1) If an institution enters into an agreement with a natural person other than for business purposes in respect of a product or service in Canada — other than a loan that is secured by a mortgage on real property or a hypothec on an immovable — and the agreement provides that the product or service may be renewed or that, after the end of the term of the product or service, a new product or service may be provided to the person without a further agreement being entered into, the institution shall disclose to the person the information set out in subsection (2), 2018, c. 27, s. 329 126 The heading before section 627.992 of the English version of the Act is replaced by the following: Mortgage or Hypothecary Insurance 2018, c. 27, s. 329 127 (1) The portion of section 627.998 of the English version of the Act before paragraph (a) is replaced by the following: Regulations 627. 998 The Governor in Council may make regulations respecting any matters involving an institution’s dealings, or the dealings of its employees, its representatives, its agents or mandataries or its other intermediaries, with customers or the public, any matters involving products or services that are the subject of those dealings and any matters involving an institution that is acting in the capacity of a representative, an agent or mandatary or other intermediary for another entity, including regulations 2018, c. 27, s. 329 (2) Paragraph 627.998(b) of the English version of the Act is replaced by the following: (b) respecting the training of an institution’s employees, its representatives, its agents or mandataries or its other intermediaries; 2018, c. 27, s. 329 (3) Paragraph 627.998(f) of the English version of the Act is replaced by the following: (f) respecting the names of positions to be used by an institution’s employees, its representatives, its agents or mandataries or its other intermediaries in their dealings with customers or the public; 128 Paragraph 632(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 2001, c. 9, s. 183 129 Subsection 664(1) of the French version of the Act is replaced by the following: Pouvoirs 664 (1) La société de portefeuille bancaire a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 83 130 Paragraphs 669(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the bank holding company as a director, an officer, an employee or an agent or mandatary of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the bank holding company with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 183 131 Paragraph 687(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 2005, c. 54, s. 87 132 Subparagraph 710(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act , or 2001, c. 9, s. 183 133 Subsection 715(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A bank holding company may accept from any shareholder a share of the bank holding company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 718. 2001, c. 9, s. 183 134 Subsection 732(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3). 2012, c. 31, s. 119 135 (1) Paragraph 750(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in subsection 370(1); 2001, c. 9, s. 183 (2) Paragraph 750(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country. 2001, c. 9, s. 183 136 Subsection 763(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. 2005, c. 54, s. 111 137 Paragraph 790(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the bank holding company, an entity controlled by the bank holding company or an entity in which the bank holding company has a substantial investment; 2001, c. 9, s. 183 138 Subsection 797(5) of the Act is replaced by the following: Subrogation of director (5) When a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 2001, c. 9, s. 183 139 Subsection 810(1) of the English version of the Act is replaced by the following: Court enforcement 810 (1) If a bank holding company or any director, any officer, any employee or any agent or mandatary of a bank holding company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the bank holding company or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 2001, c. 9, s. 183 140 Paragraph 811(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 2001, c. 9, s. 183 141 (1) Subsection 817(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. 2001, c. 9, s. 183 (2) The portion of subsection 817(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A bank holding company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5) 2001, c. 9, s. 183 142 The portion of section 821 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 821 A bank holding company and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 123 143 (1) Subsection 825(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 123 (2) The portion of subsection 825(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A bank holding company or its agent or mandatary must provide the supplementary information within 2001, c. 9, s. 183 144 Section 827 of the English version of the Act is replaced by the following: Agent or mandatary 827 A bank holding company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers. 2001, c. 9, s. 183 145 The portion of section 831 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 831 A bank holding company, its agent or mandatary or a trustee as defined in section 294 is not required to produce 2005, c. 54, s. 124 146 Subsection 833(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 183 147 Subparagraph 847(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the bank holding company within the two years immediately preceding the firm’s proposed appointment as auditor of the bank holding company, other than an affiliate that is a subsidiary of the bank holding company acquired under section 934 or through a realization of security under section 935. 2001, c. 9, s. 183 148 (1) Subsection 856(1) of the English version of the Act is replaced by the following: Right to information 856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents or mandataries of the bank holding company must, to the extent that they are reasonably able to do so, (a) permit access to any records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties. 2001, c. 9, s. 183 (2) Paragraph 856(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the bank holding company has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and 2001, c. 9, s. 183 149 Paragraphs 885(a) and (b) of the Act are replaced by the following: (a) has control of or has a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 183 150 Paragraphs 886(a) and (b) of the Act are replaced by the following: (a) control or have a substantial investment in an entity that engages in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in; or (b) engage in Canada in any personal property or movable leasing activity that a financial leasing entity as defined in subsection 464(1) is prohibited from engaging in. 2001, c. 9, s. 183 151 Paragraph 901(2)(a) of the French version of the Act is replaced by the following: a) il y a eu disposition des actions ayant donné lieu à la contravention; 2001, c. 9, s. 183 152 Section 920 of the English version of the Act is replaced by the following: Reliance on information 920 A bank holding company and any person who is a director, an officer, an employee or an agent or mandatary of the bank holding company may rely on any information contained in a declaration required by the directors under section 919 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 919, and no action lies against the bank holding company or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 183 153 Paragraph 925(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 941(a) to be an interest in real property; or 2018, c. 27, s. 144(2) 154 Paragraph 928(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2012, c. 5, s. 101(1) 155 The portion of subsection 930(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de portefeuille bancaire peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 183 156 Section 938 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 938 A bank holding company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the bank holding company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the bank holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the bank holding company. 2001, c. 9, s. 183 157 Paragraph 940(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the bank holding company or any of its prescribed subsidiaries has an interest in real property 2001, c. 9, s. 183 158 Paragraph 951(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 2001, c. 9, s. 183 159 Section 986 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 986 If an entity commits an offence under this Act, any director, any officer, any agent or mandatary or any principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 985(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 183; 2007, c. 6, s. 130 160 Section 989 of the English version of the Act is replaced by the following: Compliance or restraining order — bank 989 (1) If a bank or a bank holding company or any director, any officer, any employee or any agent or mandatary of one does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that person has, apply to a court for an order directing the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the bank holding company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — authorized foreign bank (2) If an authorized foreign bank or any of its directors, its officers, its employees or its agents or mandataries does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or (1.1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that person has, apply to a court for an order directing the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the authorized foreign bank, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (3) If a bank or an authorized foreign bank or any director, any officer, any employee or any agent or mandatary of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the bank, the authorized foreign bank, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Replacement of “real property” 161 The Act is amended by replacing “real property” with “real property or immovable”, with any grammatical changes that the circumstances require, in the following provisions: (a) paragraph 410(1)(a); (b) the definitions agricultural equipment , agricultural implements , aquacultural electric system , aquacultural equipment , aquacultural implements , farm electric system , forestry equipment and forestry implements in subsection 425(1); (c) subsection 428(1.1); (d) the portion of section 433 before paragraph (a); (e) clause 508(1)(b)(iii)(A); (f) section 510.1; and (g) paragraph 539(1)(a). 1991, c. 48 Cooperative Credit Associations Act 162 (1) The definition biens immeubles in section 2 of the French version of the Cooperative Credit Associations Act is repealed. (2) The definitions fiduciary , personal representative , proxy , residential property and security interest in section 2 of the Act are replaced by the following: fiduciary  means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney, but does not include a delegate; ( représentant personnel ) proxy  means a completed and executed or, in Quebec, signed 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 ) residential property  means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions beneficial ownership , form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; ( véritable propriétaire et propriété effective ) form of proxy  means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary 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 ) (4) The definitions fondé de pouvoir and opération in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. ( proxyholder ) opération  En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. ( trade ) (5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following: (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 document evidencing a deposit with a financial institution or, for greater certainty, a membership share, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 163 Subsection 16(1) of the French version of the Act is replaced by the following: Pouvoirs 16 (1) L’association a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 143 164 Paragraphs 21(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the association as a director, an officer, an employee or an agent or mandatary of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the association with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 258 165 Paragraph 31.6(1)(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 166 Paragraph 45(b) of the Act is replaced by the following: (b) there were in the by-law a covenant under seal, or, in Quebec, a formal undertaking, on the part of each member, and the successors and assigns of the member, to conform to the by-law. 167 Subsection 47(2) of the English version of the Act is replaced by the following: Conditions for resolution (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or mandatary or by a counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it. 168 Section 51 of the Act is replaced by the following: Lien, charge or right of retention 51 Unless the by-laws provide otherwise, if a member is indebted to an association, the membership shares and deposits recorded in the name of the member and any dividends payable to them are subject to a lien or, in Quebec, a charge or a right of retention in favour of the association to the extent of the debt. 169 Paragraph 67(6)(f) of the Act is replaced by the following: (f) that the membership shares represented by the certificate may be subject to a lien or, in Quebec, a charge or a right of retention in favour of the association for indebtedness to the association. 2005, c. 54, s. 147 170 Subparagraph 75(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or shares of or another interest or right in any prescribed entity, or 171 Subsection 79(3) of the Act is replaced by the following: Gift, bequest or legacy (3) An association may accept any membership share or share of the association surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 82. 172 (1) The definitions adverse claim and purchaser in section 88 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; ( opposition ) purchaser  means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; ( acquéreur ) (2) The portion of the definition security or security certificate in section 88 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest or right in or obligation of an association, but does not include a document evidencing a deposit or a membership share; ( valeur mobilière , titre ou certificat de valeur mobilière ) 173 Paragraph 98(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 153(E) 174 Section 101 of the Act is replaced by the following: Minors 101 If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the association. 1991, c. 48, par. 496(b) 175 (1) Subsection 103(1) of the Act is replaced by the following: Transmission of securities 103 (1) Subject to the provisions of Part VIII and any applicable law relating to the collection of taxes, a person referred to in paragraph 100(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 100(2)(a) delivers to the association or its transfer agent the following documents, accompanied by any assurance the association may require under section 134: (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will, (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 100(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters; (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province; (e) an affidavit or declaration of transmission made by the person referred to in paragraph 100(2)(a) that states the particulars of the transmission; and (f) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 100(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 118. (2) The portion of subsection 103(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VIII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the association or its transfer agent the following documents: (3) Paragraph 103(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder. 176 Subsection 107(1) of the Act is replaced by the following: Notice of defect 107 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice. 177 Subsection 111(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest or right purchased. 178 Subsection 115(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 179 (1) Paragraph 117(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); (2) Paragraph 117(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. 180 Section 121 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 121 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 181 (1) The portion of subsection 128(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by (2) The portion of subsection 128(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 128(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (4) Subsections 128(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage. Inscription équivaut à acceptation de livraison (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 128(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 133 à 140. 182 Subsection 130(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 183 Sections 131 and 132 of the Act are replaced by the following: Seizure of security 131 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 132 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities. 184 (1) Paragraph 134(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign; (2) Paragraph 134(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et visé au paragraphe 103(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière; 185 Paragraph 136(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 186 The portion of section 141 of the Act before paragraph (a) is replaced by the following: Rights and obligations 141 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 187 Section 142 of the English version of the Act is replaced by the following: Notice 142 Notice to one of the persons referred to in section 141 is notice to the issuer in respect of the functions performed by that person. 188 Subsection 152(4) of the French version of the Act is replaced by the following: Immunité (4) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément au présent article. 189 Paragraph (b) of the definition solicit or solicitation in section 166.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, 1997, c. 15, s. 120 190 (1) Subsections 166.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 166.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 120 (2) Subsection 166.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 120 (3) The portion of paragraph 166.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 120 191 Section 166.03 of the English version of the Act is replaced by the following: Deposit of proxies 166. 03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 120 192 Subsection 166.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 166.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them. 2005, c. 54, s. 170 193 Subsection 166.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). 194 Paragraph 170(h) of the English version of the Act is replaced by the following: (h) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country. 195 Subsection 182(3) of the French version of the Act is replaced by the following: Immunité (3) L’association ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. 2005, c. 54, s. 177 196 Paragraph 207(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the association, an entity controlled by the association or an entity in which the association has a substantial investment; 197 Subsection 214(5) of the Act is replaced by the following: Subrogation of director (5) When a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 198 Section 225 of the French version of the Act is replaced by the following: Maintien des droits 225 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager l’association, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2001, c. 9, s. 288 199 Subsection 232.1(1) of the English version of the Act is replaced by the following: Court enforcement 232.1 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 200 Paragraph 233(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 201 (1) Subsection 237(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 237(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) An association or its agent or mandatary must provide a supplemental list of members or shareholders required under subsection (5) 202 The portion of section 241 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 241 An association and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 190 203 (1) Subsection 245(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 190 (2) The portion of subsection 245(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) An association or its agent or mandatary must provide the supplementary information within 204 Section 246 of the English version of the Act is replaced by the following: Agent or mandatary 246 An association may appoint an agent or mandatary to maintain its central securities register. 205 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 249 An association, its agent or mandatary or a trustee as defined in section 278 is not required to produce 2005, c. 54, s. 191 206 Subsection 251(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of an association is not invalid merely because a corporate seal is not affixed to it. 207 The definitions option d’achat and option de vente in subsection 260(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) 2005, c. 54, s. 194 208 Paragraph 266(5)(c) of the Act is replaced by the following: (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity; 209 The definition trust indenture in section 278 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument or act, including any supplement or amendment made to it by an association, under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. ( acte de fiducie ) 210 Subparagraph 299(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any member that is a central cooperative credit society or of any subsidiary of the association within the two years immediately preceding the person’s proposed appointment as auditor of the association, other than a subsidiary of the association acquired under section 394 or through a realization of security under section 395. 211 (1) Subsection 308(1) of the English version of the Act is replaced by the following: Right to information 308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents or mandataries of the association must, to the extent that they are reasonably able to do so, (a) permit access to any records, assets and security held by the association or any entity in which the association has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties. (2) Paragraph 308(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the association has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and 212 Subsection 320(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 318(1) or section 322 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 203(F) 213 Paragraph 333(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer; 214 (1) Paragraph 337(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de l’association; (2) Paragraph 337(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the association; 215 Subsection 341(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 333, to each member or shareholder of the association and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. 216 Paragraph 347(4)(a) of the French version of the Act is replaced by the following: a) de joindre comme partie à l’instance chaque ancien associé ou actionnaire retrouvé par le demandeur; 217 Section 372 of the English version of the Act is replaced by the following: Reliance on information 372 An association and any person who is a director, an officer, an employee or an agent or mandatary of the association may rely on any information contained in a declaration required by the directors under section 371 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under that section, and no action lies against the association or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 307 218 Paragraph 376(1)(a) of the Act is replaced by the following: (a) hold, manage and otherwise deal with real property or immovables; 2001, c. 9, s. 308 219 Paragraph 377(a) of the English version of the Act is replaced by the following: (a) act as agent or mandatary for any entity referred to in paragraph 375(1)(a), any member of a cooperative credit society or, if the association is a retail association, any other person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 386(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or 220 Section 378 of the Act is replaced by the following: Prohibited activities 378 It is prohibited for an association to act in Canada (a) as an executor or administrator of an estate or liquidator of a succession; (b) as a trustee for a trust; (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). 2007, c. 6, s. 160 221 (1) Subsection 378.3(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 378.3 (1) Subject to the regulations, a retail association referred to in paragraph 378.1(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2007, c. 6, s. 160 (2) Subsection 378.3(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a retail association referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2001, c. 9, s. 311 222 Section 382 of the Act is replaced by the following: Restriction on leasing 382 An association must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity , as defined in subsection 386(1), is not permitted to engage. 2007, c. 6, s. 161 223 (1) Subsection 382.1(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 382.1 (1) A retail association must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. 2001, c. 9, s. 311 (2) Paragraph 382.1(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the association may make a loan is established; 2001, c. 9, s. 311 (3) Paragraph 382.1(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the association on a property disposed of by the association, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the association for the property. 224 Section 384 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 384 An association must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the association. 2001, c. 9, s. 313 225 Subsection 385.02(2) of the French version of the Act is replaced by the following: Application du paragraphe (1) (2) Le paragraphe (1) s’applique que la fiducie soit expresse ou par effet de la loi et s’applique même si l’association en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. 2001, c. 9, s. 313 226 Subsection 385.15(1) of the Act is replaced by the following: Rebate of borrowing costs 385.15 (1) If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the association must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 112 227 Section 385.19 of the Act is replaced by the following: Renewal statement 385. 19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable the association must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 2001, c. 9, s. 313 228 Paragraph 385.25(3)(a) of the Act is replaced by the following: (a) secured by a mortgage on real property or a hypothec on an immovable; or 2001, c. 9, s. 313 229 Subsection 385.3(1) of the Act is replaced by the following: Transmission in case of death 385.3 (1) If the transmission of a debt owing by a retail association by reason of a deposit, of property held by a retail association as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the association of the following is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing that is in a form satisfactory to the association, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and (b) one of the following documents: (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an authentic copy of the notarial will. 2001, c. 9, s. 313 230 (1) Paragraph 385.32(1)(c) of the Act is replaced by the following: (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or 2001, c. 9, s. 313 (2) The definition enforcement notice in subsection 385.32(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 314 231 (1) The definition loan in subsection 386(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt ou emprunt ) 2008, c. 28, s. 151 (2) Subparagraph (a)(iv) of the definition commercial loan in subsection 386(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, 2008, c. 28, s. 151 (3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 386(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, or (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired, 2008, c. 28, s. 151 (4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 386(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, 2001, c. 9, s. 314 (5) The portion of the definition financial leasing entity in subsection 386(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased; 2001, c. 9, s. 314 (6) Paragraphs (a) and (b) of the definition real property brokerage entity in subsection 386(1) of the Act are replaced by the following: (a) acting as an agent or provider of brokerage services for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables; and (b) the provision of consulting or appraisal services in respect of real property or immovables. ( courtier immobilier ) 2008, c. 28, s. 151 (7) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 386(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 314 (8) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 386(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. ( mutual fund entity ) 2001, c. 9, s. 314 (9) Paragraph (b) of the definition financial leasing entity in subsection 386(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 314 (10) Paragraph 386(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 403(a) to be an interest in real property; or 2012, c. 5, s. 118(1) 232 The portion of subsection 390(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), l’association peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 314 233 Section 401 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 401 An association must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the association or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the association in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the association. 2007, c. 6, s. 176(2) 234 (1) Paragraph 406(3)(e) of the Act is replaced by the following: (e) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or 2007, c. 6, s. 176(2) (2) Paragraph 406(3)(f) of the French version of the Act is replaced by the following: f) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 418(3.1). 235 (1) Subsection 412(3) of the Act is replaced by the following: Meaning of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. 2007, c. 6, s. 177 (2) Subsection 412(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. 236 Paragraph 415(b) of the English version of the Act is replaced by the following: (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party. 237 (1) Subsection 418(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite any of the provisions of subsections (1) and (2), an association may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the association that is a financial institution. 2001, c. 9, s. 317 (2) Subsection 418(3.1) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (3.1) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, l’association peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur. 2007, c. 6, s. 178 (3) Subsection 418(5) of the French version of the Act is replaced by the following: Approbation (5) L’association peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 233.5. 238 Subsection 428(2) of the English version of the Act is replaced by the following: Reliance on information (2) An association and any person who is a director, an officer, an employee or an agent or mandatary of the association may rely on any information contained in any disclosure received by the association under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the association or the person for anything done or omitted in good faith in reliance on the information. 239 Paragraph 432(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 1997, c. 15, s. 162 240 Section 467 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 467 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 466(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 341 241 Section 469 of the English version of the Act is replaced by the following: Compliance or restraining order 469 (1) If an association or any director, any officer, any employee or any agent or mandatary of an association does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that person has, apply to a court for an order directing the association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the association, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a retail association or any director, any officer, any employee or any agent or mandatary of a retail association does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the retail association, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the retail association, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. 1991, c. 47 Insurance Companies Act 242 (1) The definition biens immeubles in subsection 2(1) of the French version of the Insurance Companies Act is repealed. (2) The definitions fiduciary , personal representative , proxy , residential property and security interest in subsection 2(1) of the Act are replaced by the following: fiduciary  means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney; ( représentant personnel ) proxy  means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; ( procuration ) residential property  means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions beneficial ownership , form of proxy and securities underwriter in subsection 2(1) of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; ( véritable propriétaire et propriété effective ) form of proxy  means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary 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 ) (4) The definitions fondé de pouvoir and opération in subsection 2(1) of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour assister et agir au nom de l’actionnaire ou du souscripteur ou, dans le cas d’une société de secours, du membre aux assemblées des actionnaires, des souscripteurs ou des membres. ( proxyholder ) opération  En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. ( trade ) (5) Paragraph (a) of the definition security in subsection 2(1) of the English version of the Act is replaced by the following: (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 document evidencing a deposit with a financial institution, and (6) Subsection 2(1) of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (7) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 243 Subsections 12(3) and (4) of the French version of the Act are replaced by the following: Biens (3) La branche d’assurance qui couvre la perte de biens ou le dommage causé à ceux-ci couvre également les pertes d’usage, d’occupation, de loyers et de bénéfices en résultant. Assurance de responsabilité (4) Sauf mention expresse à l’annexe, l’assurance de responsabilité soit pour blessures corporelles ou décès, soit pour perte de biens ou dommage causé à ceux-ci est exclue. 244 Subsection 15(1) of the French version of the Act is replaced by the following: Pouvoirs 15 (1) La société ou la société de secours — ci-après appelées dans la présente partie, sauf indication contraire, la société — a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 218 245 Paragraphs 20(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the company or society as a director, an officer, an employee or an agent or mandatary of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the company or society with actual or usual authority to issue the document is not valid or not genuine. 246 Paragraph 37(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 2005, c. 54, s. 221 247 Subparagraph 70(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act , or 248 Subsection 75(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 79. 249 (1) The definitions adverse claim and purchaser in section 85 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; ( opposition ) purchaser  means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; ( acquéreur ) (2) Paragraph (d) of the definition security or security certificate in section 85 of the English version of the Act is replaced by the following: (d) evidence of a share, participation or other interest or right in or obligation of a company, 250 Paragraph 95(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 227(E) 251 Section 98 of the Act is replaced by the following: Minors 98 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the company. 1991, c. 47, par. 758(b) 252 (1) Subsection 100(1) of the Act is replaced by the following: Transmission of securities 100 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 97(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 97(2)(a) delivers to the company or its transfer agent the following documents, accompanied by any assurance the company may require under section 131: (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will, (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 97(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters; (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province; (e) an affidavit or declaration of transmission made by the person referred to in paragraph 97(2)(a) that states the particulars of the transmission; and (f) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 97(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 115. (2) The portion of subsection 100(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents: (3) Paragraph 100(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder. 253 Subsection 104(1) of the Act is replaced by the following: Notice of defect 104 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice. 254 Subsection 108(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest or right purchased. 255 Subsection 112(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 256 (1) Paragraph 114(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); (2) Paragraph 114(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. 257 Section 118 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 118 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 258 (1) The portion of subsection 125(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by (2) The portion of subsection 125(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 125(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (4) Subsections 125(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage. Inscription équivaut à acceptation de livraison (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 125(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 130 à 137. 259 Subsection 127(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 260 Sections 128 and 129 of the Act are replaced by the following: Seizure of security 128 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 129 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities. 261 (1) Paragraph 131(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign; (2) Paragraph 131(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et visé au paragraphe 100(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière; 262 Paragraph 133(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 263 The portion of section 138 of the Act before paragraph (a) is replaced by the following: Rights and obligations 138 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 264 Section 139 of the English version of the Act is replaced by the following: Notice 139 Notice to one of the persons referred to in section 138 is notice to the issuer in respect of the functions performed by that person. 265 Subsection 147(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3). 1997, c. 15, s. 197 266 Paragraph (b) of the definition solicit or solicitation in section 164 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, 1997, c. 15, s. 197 267 (1) Subsections 164.01(1) and (2) of the Act are replaced by the following: Appointing proxyholder 164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so. 1997, c. 15, s. 197 (2) Subsection 164.01(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in boldface type, that the shareholder or policyholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so. 1997, c. 15, s. 197 (3) The portion of paragraph 164.01(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so 1997, c. 15, s. 197 268 (1) Subsection 164.02(1) of the English version of the Act is replaced by the following: Deposit of proxies 164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. 1997, c. 15, s. 197 (2) Subsection 164.02(2) of the Act is replaced by the following: Time for deposit of proxies (2) The time specified for the deposit of proxies must not precede the meeting or the continued meeting by more than (a) 48 hours, excluding Saturdays and holidays, in the case of forms of proxy executed or, in Quebec, signed by shareholders; and (b) 10 days, in the case of forms of proxy executed or, in Quebec, signed by policyholders. 1997, c. 15, s. 197 269 Subsection 164.05(1) of the English version of the Act is replaced by the following: Attendance at meeting 164.05 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder or policyholder who appointed them. 2005, c. 54, s. 243 270 Subsection 164.06(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). 2001, c. 9, s. 374 271 Subsection 164.08(9) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (8) (9) Le paragraphe (8) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté. 2012, c. 31, s. 131 272 (1) Paragraph 168(1)(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is an officer, a director, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 406.1; (2) Paragraph 168(1)(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country; and 273 Subsection 183(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. 2005, c. 54, s. 254 274 Paragraph 212(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the company, an entity controlled by the company or an entity in which the company has a substantial investment; 275 Subsection 219(5) of the Act is replaced by the following: Subrogation of director (5) When a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 276 Section 244 of the French version of the Act is replaced by the following: Maintien des droits 244 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2001, c. 9, s. 392 277 Subsection 251.1(1) of the English version of the Act is replaced by the following: Court enforcement 251.1 (1) If a company or society, or any director, any officer, any employee or any agent or mandatary of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, the officer, the employee or the agent or mandatary, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 278 Paragraph 252(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 279 (1) Subsection 263(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 263(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5) 280 The portion of section 267 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 267 A company and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 268 281 (1) Subsection 271(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 268 (2) The portion of subsection 271(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A company or its agent or mandatary must provide the supplementary information within 282 Section 273 of the English version of the Act is replaced by the following: Agent or mandatary 273 A company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers. 283 The portion of section 277 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 277 A company, its agent or mandatary or a trustee as defined in section 317 is not required to produce 2005, c. 54, s. 269 284 Subsection 279(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 285 The definitions option d’achat and option de vente in subsection 288(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) 2005, c. 54, s. 272 286 Paragraph 294(5)(c) of the Act is replaced by the following: (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 272 287 (1) Paragraph 300(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal; 2005, c. 54, s. 272 (2) Subsection 300(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question. 2005, c. 54, s. 273(4)(E) 288 (1) Paragraph (c) of the definition associate of the offeror in subsection 307(1) of the Act is replaced by the following: (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 273(6)(F) (2) The portion of the definition offeror in subsection 307(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 281 289 Paragraph 314(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 310b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal; 290 (1) Subsection 315(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 315 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 313(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance. (2) Paragraph 315(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée; 291 The definition trust indenture in section 317 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. ( acte de fiducie ) 2001, c. 9, s. 400(1)(F) 292 Subparagraph 338(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired under section 499 or through a realization of security under section 500. 293 Subsection 373(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Division must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2005, c. 54, s. 292(F) 294 Paragraph 387(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer; 295 (1) Paragraph 391(1)(e) of the French version of the Act is replaced by the following: e) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société; (2) Paragraph 391(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the company; 296 Subsection 395(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 387, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. 297 Paragraph 401(4)(a) of the French version of the Act is replaced by the following: a) de joindre comme partie à l’instance chaque ancien actionnaire ou fondateur retrouvé par le demandeur; 2012, c. 19, s. 340 298 (1) The portion of the definition agent in section 406.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to His Majesty in right of Canada or of a province, an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of His Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person, 2012, c. 19, s. 340 (2) The portion of the definition agent in section 406.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which His Majesty in either of those rights contributes and of which an official or entity that is an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province is a trustee; and (b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. ( mandataire ) 2001, c. 9, s. 410(2) 299 Paragraph 418(2)(a) of the French version of the Act is replaced by the following: a) il y a eu disposition des actions ayant donné lieu à la contravention; 300 Section 436 of the English version of the Act is replaced by the following: Reliance on information 436 A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in a declaration required by the directors under section 435 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 435, and no action lies against the company or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 416(1) 301 Paragraphs 441(1)(a) and (b) of the Act are replaced by the following: (a) act as an agent or mandatary for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables and provide consulting or appraisal services in respect of real property or immovables; (b) hold, manage and otherwise deal with real property or immovables; 2001, c. 9, s. 417(1) 302 (1) Paragraph 442(1)(a) of the English version of the Act is replaced by the following: (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 490(1) or a prescribed entity; (2) Paragraphs 442(2)(a) and (b) of the English version of the Act are replaced by the following: (a) the name of the person for whom a company is acting as agent or mandatary under subsection (1); and (b) whether any commission is being earned by a company when acting as agent or mandatary under subsection (1). 2007, c. 6, s. 220(2) 303 Paragraph 449(2)(c) of the French version of the Act is replaced by the following: c) à la garantie par les sociétés qui participent au Fonds mutuels d’assurance-incendie des risques contre la perte de biens ou le dommage à ceux-ci causés par le feu, la foudre, une déflagration ou la fumée ou par la rupture d’un extincteur automatique ou de tout autre matériel ou système de protection contre l’incendie, ou par toute fuite en provenant; 304 Section 466 of the Act is replaced by the following: Prohibited activities 466 It is prohibited for a company to act in Canada (a) as an executor or administrator of an estate or liquidator of a succession; (b) as a trustee for a trust; (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). 2007, c. 6, s. 227 305 (1) Subsection 469(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 469 (1) A company must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. (2) Paragraph 469(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the company may make a loan is established; 1997, c. 15, s. 253 (3) Paragraph 469(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the company on a property disposed of by the company, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the company for the property. 306 Section 471 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 471 A company must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the company. 2001, c. 9, s. 421 307 Section 475 of the Act is replaced by the following: Restriction on leasing 475 A life company must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity , as defined in subsection 490(1), is not permitted to engage. 2007, c. 6, s. 228 308 Section 478 of the Act is replaced by the following: Restriction on leasing 478 A property and casualty company, or a marine company, must not engage in Canada in any financial leasing of personal property or movables. 1997, c. 15, s. 256 309 Subsection 479.1(1) of the Act is replaced by the following: Rebate of borrowing costs 479.1 (1) If a company makes a loan in respect of which the disclosure requirements of section 480 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 134 310 Section 482.1 of the Act is replaced by the following: Renewal statement 482. 1 If a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 311 Paragraph 488(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property or a hypothec on an immovable; or 2001, c. 9, s. 426 312 (1) The definition loan in subsection 490(1) of the Act is replaced by the following: loan  includes an acceptance, advance on the security of or against the cash surrender value of a policy, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt ou emprunt ) 2008, c. 28, s. 154 (2) Subparagraph (a)(iv) of the definition commercial loan in subsection 490(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, 2008, c. 28, s. 154 (3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 490(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired, 2008, c. 28, s. 154 (4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 490(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, or 2001, c. 9, s. 426 (5) The portion of the definition financial leasing entity in subsection 490(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased; 2008, c. 28, s. 154 (6) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 490(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 426 (7) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 490(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. ( mutual fund entity ) 2001, c. 9, s. 426 (8) Paragraph (b) of the definition financial leasing entity in subsection 490(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 426 313 Paragraph 491(b) of the Act is replaced by the following: (b) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 509(a) to be an interest in real property; or 2018, c. 27, s. 147(2) 314 Paragraph 493(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2012, c. 5, s. 140(1) 315 (1) The portion of subsection 495(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société d’assurance-vie peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2012, c. 5, s. 140(2) (2) The portion of subsection 495(5.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (5.1) Malgré l’alinéa (5)a), la société d’assurances multirisques ou la société d’assurance maritime peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 426 316 Section 506 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 506 A company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. 2001, c. 9, s. 426 317 Paragraph 508(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property 2007, c. 6, s. 239(1) 318 (1) Paragraph 512(2)(f) of the Act is replaced by the following: (f) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or 2007, c. 6, s. 239(1) (2) Paragraph 512(2)(g) of the French version of the Act is replaced by the following: g) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 527(4). 319 (1) Subsection 520(3) of the Act is replaced by the following: Meaning of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. 2007, c. 6, s. 242(2) (2) Subsection 520(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. 320 Paragraph 525(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 469 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party. 321 (1) Subsection 527(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite any of the provisions of subsections (1) and (2), a company may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the company that is a financial institution. (2) Subsection 527(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur. 2007, c. 6, s. 245 (3) Subsection 527(6) of the French version of the Act is replaced by the following: Approbation : paragraphe 254(2) ou (2.01) (6) La société peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une opération approuvée par le ministre ou le surintendant en vertu du paragraphe 254(2) ou (2.01). 322 Subsection 537(2) of the English version of the Act is replaced by the following: Reliance on information (2) A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in any disclosure received by the company under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the company or the person for anything done or omitted in good faith in reliance on the information. 1997, c. 15, s. 285 323 (1) Paragraph 542(2)(c) of the Act is replaced by the following: (c) hold, manage and otherwise deal with real property or immovables; 1997, c. 15, s. 285 (2) The portion of paragraph 542(2)(d) of the English version of the Act before subparagraph (i) is replaced by the following: (d) act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by 1997, c. 15, s. 285 (3) Subsection 542(5) of the Act is replaced by the following: Restriction on leasing (5) A society must not engage in Canada in any financial leasing of personal property or movables. 2007, c. 6, s. 251 324 (1) Subsection 542.06(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 542.06 (1) A society must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. 1997, c. 15, s. 285 (2) Paragraph 542.06(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the society may make a loan is established; 1997, c. 15, s. 285 (3) Paragraph 542.06(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the society on a property disposed of by the society, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the society for the property. 1997, c. 15, s. 285 325 Section 542.08 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 542. 08 A society must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the society. 1997, c. 15, s. 285 326 Paragraph 542.12(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property or a hypothec on an immovable; or 327 (1) Subsection 545(1) of the Act is replaced by the following: Appointing proxyholder 545 (1) A member who is entitled to vote by by-law of a society may, if the by-laws of the society so provide, appoint, by means of a proxy, a proxyholder or one or more alternate proxyholders, who are not required to be members of the society, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. (2) Subsection 545(2) of the English version of the Act is replaced by the following: Validity of proxies (2) A proxy is not valid at a meeting of a society unless it is filed with the secretary of the society at least 10 days before the date of the meeting and it may be revoked at any time. 328 Paragraph 550(a) of the Act is replaced by the following: (a) any interest in real property arising through the holding of a security interest in real property or an immovable; 2018, c. 27, s. 149(2) 329 Paragraph 552(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2007, c. 6, s. 253(3) 330 The portion of subsection 554(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de secours peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie et y est autorisée par les lois d’une province ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si celle-ci est, selon le cas : 2001, c. 9, s. 439 331 Section 563 of the Act and the heading before it are replaced by the following: Interests in Real Property Limits 563 A society must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the society or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the society in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. 2001, c. 9, s. 439 332 Paragraph 566(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the society or any of its prescribed subsidiaries has an interest in real property 333 Section 570 of the French version of the Act is replaced by the following: Dispositions transitoires 570 La présente partie n’a pas pour effet, quand l’opération est antérieure à l’entrée en vigueur de la présente partie, d’entraîner l’annulation d’un prêt ou d’un engagement de prêt ou placement ou d’augmentation d’un prêt ou placement ou la disposition d’un placement; cependant, après l’entrée en vigueur de la présente partie, le montant du prêt ou du placement qui se trouve à être interdit ou limité par la présente partie ne peut être augmenté, sauf disposition contraire des articles 557, 558 et 559 ou conformément à l’engagement prévu au présent article. 1997, c. 15, s. 298 334 Paragraph 570.11(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur, avec ou sans garantie, fixer sa rémunération et le remplacer; 1997, c. 15, s. 298 335 (1) Paragraph 570.15(1)(d) of the French version of the Act is replaced by the following: d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société de secours; 1997, c. 15, s. 298 (2) Paragraph 570.15(2)(e) of the English version of the Act is replaced by the following: (e) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the society; 1997, c. 15, s. 298 336 Subsection 570.19(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 570.11, to each member of the society or, if there are no members, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. 1997, c. 15, s. 298 337 Paragraph 570.25(4)(a) of the French version of the Act is replaced by the following: a) de joindre comme partie à l’instance chaque ancien membre ou fondateur retrouvé par le demandeur; 2007, c. 6, s. 274(2) 338 Paragraph 591(2)(c) of the French version of the Act is replaced by the following: c) à la garantie au Canada par les sociétés étrangères qui participent au Fonds mutuel d’assurance-incendie des risques contre la perte de biens ou le dommage à ceux-ci causés par le feu, la foudre, une déflagration ou la fumée ou par la rupture d’un extincteur automatique ou de tout autre matériel ou système de protection contre l’incendie, ou par toute fuite en provenant; 1997, c. 15, s. 307 339 Subsection 598.1(1) of the Act is replaced by the following: Rebate of borrowing costs 598.1 (1) If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the foreign company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 148 340 Section 601.1 of the Act is replaced by the following: Renewal statement 601. 1 If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the foreign company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 2007, c. 6, s. 280(1) 341 Paragraphs 604(1)(b) and (c) of the English version of the Act are replaced by the following: (b) designate one of its officers or employees in Canada, or an agent or mandatary in Canada, to be responsible for implementing those procedures; and (c) designate one or more of its officers or employees in Canada, or agents or mandataries in Canada, to receive and deal with those complaints. 342 Paragraph 606(2)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property or a hypothec on an immovable; or 343 Paragraph 610(1)(e) of the Act is replaced by the following: (e) determining the method of calculating the value of interests in real property or rights in immovables of foreign companies for the purposes of section 618; and 344 (1) Paragraph 612(1)(b) of the Act is replaced by the following: (b) real property or immovables situated outside Canada or ground rents, mortgages or hypothecs in respect of that real property or those immovables; 2007, c. 6, s. 290(1) (2) Paragraph 612(1)(d) of the Act is replaced by the following: (d) a loan made in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. 2007, c. 6, s. 290(2) (3) Paragraph 612(2)(a) of the Act is replaced by the following: (a) holding, managing or otherwise dealing with real property or immovables; or (4) Paragraph 612(3)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the foreign company may make a loan is established; 2007, c. 6, s. 292 345 Section 618 of the Act and the heading before it are replaced by the following: Real Property or Immovables Limit — foreign life companies 618 (1) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance must not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. Limit — foreign composite companies (2) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance must not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes. Limit — foreign property and casualty companies and foreign marine companies (3) The total accepted value of interests in real property or rights in immovables vested in trust by a foreign property and casualty company, or a foreign marine company, must not at any time exceed the prescribed percentage of the value of its assets in Canada. 346 Subparagraph 634(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company. 347 Paragraph 661(2)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 348 Paragraph 668(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 2001, c. 9, s. 465 349 Subsection 701(1) of the French version of the Act is replaced by the following: Pouvoirs 701 (1) La société de portefeuille d’assurances a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 304 350 Paragraphs 706(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the insurance holding company as a director, an officer, an employee or an agent or mandatary of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine. 2001, c. 9, s. 465 351 Paragraph 724(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 2005, c. 54, s. 308 352 Subparagraph 749(3)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the insurance holding company at arm’s length within the meaning of that expression in the Income Tax Act , or 2001, c. 9, s. 465 353 Subsection 754(3) of the Act is replaced by the following: Gift, bequest or legacy (3) An insurance holding company may accept from any shareholder a share of the insurance holding company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 757. 2001, c. 9, s. 465 354 Subsection 770(6) of the French version of the Act is replaced by the following: Immunité (6) La société de portefeuille d’assurances ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3). 2001, c. 9, s. 465 355 Paragraph (b) of the definition solicit or solicitation in section 785 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, 2001, c. 9, s. 465 356 (1) Subsections 786(1) and (2) of the Act are replaced by the following: Appointing proxyholder 786 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy must be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 2001, c. 9, s. 465 (2) Subsection 786(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 2001, c. 9, s. 465 (3) The portion of paragraph 786(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so 2001, c. 9, s. 465 357 Section 787 of the English version of the Act is replaced by the following: Deposit of proxies 787 (1) The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the insurance holding company or its transfer agent. Time for deposit of proxies (2) The time specified for the deposit of proxies must not precede the meeting or the continued meeting by more than 48 hours, excluding Saturdays and holidays. 2001, c. 9, s. 465 358 Subsection 790(1) of the English version of the Act is replaced by the following: Attendance at meeting 790 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them. 2005, c. 54, s. 326 359 Subsection 791(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). 2001, c. 9, s. 465 360 Subsection 793(8) of the French version of the Act is replaced by the following: Cessation d’application du paragraphe (7) (8) Le paragraphe (7) cesse de s’appliquer s’il y a eu disposition des actions ayant donné lieu à l’arrêté. 2012, c. 31, s. 141 361 (1) Paragraph 797(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 406.1; 2001, c. 9, s. 465 (2) Paragraph 797(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country. 2001, c. 9, s. 465 362 Subsection 810(2) of the French version of the Act is replaced by the following: Immunité (2) La société de portefeuille d’assurances ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. 2005, c. 54, s. 335 363 Paragraph 837(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment; 2001, c. 9, s. 465 364 Subsection 844(5) of the Act is replaced by the following: Subrogation of director (5) When a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 2001, c. 9, s. 465 365 Section 856 of the French version of the Act is replaced by the following: Maintien des droits 856 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société de portefeuille d’assurances, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2001, c. 9, s. 465 366 Subsection 864(1) of the English version of the Act is replaced by the following: Court enforcement 864 (1) If an insurance holding company, or any director, any officer, any employee or any agent or mandatary of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 2001, c. 9, s. 465 367 Paragraph 865(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 2001, c. 9, s. 465 368 (1) Subsection 871(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. 2001, c. 9, s. 465 (2) The portion of subsection 871(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) An insurance holding company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5) 2001, c. 9, s. 465 369 The portion of section 875 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 875 An insurance holding company and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 348 370 Subsection 881(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 465 371 Subparagraph 894(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the insurance holding company within the two years immediately preceding the person’s proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired under section 975 or through a realization of a security under section 976. 2001, c. 9, s. 465 372 Subsection 914(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Subdivision must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2001, c. 9, s. 465 373 Paragraph 945(2)(a) of the French version of the Act is replaced by the following: a) il y a eu disposition des actions ayant donné lieu à la contravention; 2001, c. 9, s. 465 374 Section 960 of the English version of the Act is replaced by the following: Reliance on information 960 An insurance holding company and any person who is a director, an officer, an employee or an agent or mandatary of the insurance holding company may rely on any information contained in a declaration required by the directors under section 959 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under section 959, and no action lies against the insurance holding company or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 465 375 Paragraph 966(3)(a) of the Act is replaced by the following: (a) the holding of a security interest in any real property or immovable unless the security interest is prescribed under paragraph 984(a) to be an interest in real property; or 2018, c. 27, s. 151(2) 376 Paragraph 969(3.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2012, c. 5, s. 158(1) 377 The portion of subsection 971(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)a), la société de portefeuille d’assurances peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 465 378 Section 981 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 981 An insurance holding company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the insurance holding company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the insurance holding company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations. 2001, c. 9, s. 465 379 Paragraph 983(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the insurance holding company or any of its prescribed subsidiaries has an interest in real property 2001, c. 9, s. 465 380 Paragraph 994(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 2001, c. 9, s. 465 381 Section 1028 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 1028 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 1027(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 465 382 Section 1031 of the English version of the Act is replaced by the following: Compliance or restraining order 1031 (1) If a company, a society, a foreign company, a provincial company or an insurance holding company or any director, any officer, any employee or any agent or mandatary of one does not comply with any provision of this Act or the regulations other than a consumer provision, or, in the case of a company, a society or an insurance holding company, of the incorporating instrument or any by-law of the company, society or insurance holding company, the Superintendent, any complainant or any creditor of the company, society or insurance holding company may, in addition to any other right that person has, apply to a court for an order directing the company, the society, the foreign company, the provincial company, the insurance holding company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the society, the foreign company, the provincial company, the insurance holding company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a company or a foreign company or any director, any officer, any employee or any agent or mandatary of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, the foreign company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the foreign company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. SOR/2006-157, s. 1 383 (1) The definition mortgage insurance in the schedule to the Act is replaced by the following: mortgage insurance  means insurance against loss caused by default on the part of a borrower under a loan secured by a mortgage or hypothec or charge on, or other security interest in, real property or an immovable. ( hypothèque ) 2007, c. 6, s. 334(4)(F) (2) The definition maritime in the schedule to the French version of the Act is replaced by the following: maritime  Assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, survenant soit au cours d’un voyage ou d’une expédition en mer ou sur une voie d’eau intérieure, soit à l’occasion d’un retard dans le cadre d’un tel voyage ou d’une telle expédition ou au cours d’un transport connexe qui ne se fait pas sur l’eau, ou assurance contre toute perte de biens ou tout dommage à ceux-ci subis dans l’un ou l’autre de ces cas. ( marine insurance ) SOR/2006-157, s. 1; SOR/2010-199, s. 3(F) (3) Paragraphs (a) and (b) of the definition title insurance in the schedule to the Act are replaced by the following: (a) the existence of a mortgage, hypothec, charge, lien, encumbrance, servitude or any other restriction on real property or an immovable; (b) the existence of a mortgage, hypothec, charge, lien, pledge, encumbrance or any other restriction on personal property or a movable; SOR/2010-199, s. 1(F) (4) Paragraph (a) of the definition assurance-aviation in the schedule to the French version of the Act is replaced by the following: a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, causés par un aéronef ou par son utilisation; SOR/2006-157, s. 1 (5) Paragraph (a) of the definition automobile in the schedule to the French version of the Act is replaced by the following: a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, causés par un véhicule automobile ou par son utilisation ou son fonctionnement; SOR/2006-157, s. 1 (6) Paragraphs (a) and (b) of the definition chaudières et panne de machines in the schedule to the French version of the Act are replaced by the following: a) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, ou assurance contre la perte de biens ou le dommage à ceux-ci, causés soit par l’explosion ou la rupture d’un appareil à pression de tout genre ou des tuyaux, des moteurs ou des machines liés à cet appareil ou actionnés par celui-ci, soit par un accident survenant à un tel appareil ou à l’un ou l’autre de ces éléments; b) assurance de responsabilité pour les blessures corporelles ou le décès d’une personne ou pour la perte de biens ou le dommage à ceux-ci, ou assurance contre la perte de biens ou le dommage à ceux-ci, causés par la panne d’une machine. ( boiler and machinery insurance ) SOR/2006-157, s. 1 (7) Paragraph (b) of the definition responsabilité in the schedule to the French version of the Act is replaced by the following: b) assurance de responsabilité pour la perte de biens ou le dommage à ceux-ci; 1991, c. 45 Trust and Loan Companies Act 384 (1) The definition biens immeubles in section 2 of the French version of the Trust and Loan Companies Act is repealed. (2) The definitions fiduciary , personal representative , proxy , residential property and security interest in section 2 of the Act are replaced by the following: fiduciary  means any person who is acting in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person; ( représentant ) personal representative  means a person who stands in place of and represents another person and includes a trustee, an executor or administrator of an estate, a liquidator of a succession, an administrator of the property of another, a committee, a guardian, a tutor, a curator, an assignee, a receiver or sequestrator, an agent or mandatary, or an attorney; ( représentant personnel ) proxy  means a completed and executed or, in Quebec, signed 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 ) residential property  means any real property or immovable consisting of buildings of which at least one half of the floor space is used, or is to be used, as one or more private dwellings; ( immeuble résidentiel ) security interest  means an interest or right in or a charge on property, by way of mortgage or hypothec, lien, pledge or otherwise, taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté ) (3) The definitions beneficial ownership , form of proxy and securities underwriter in section 2 of the English version of the Act are replaced by the following: beneficial ownership  includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries; ( véritable propriétaire et propriété effective ) form of proxy  means a written or printed form that, when completed and executed or, in Quebec, signed by or on behalf of a shareholder, constitutes a proxy; ( formulaire de procuration ) securities underwriter  means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent or mandatary 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 ) (4) The definitions fondé de pouvoir , fonds en fiducie garantie and opération in section 2 of the French version of the Act are replaced by the following: fondé de pouvoir  Personne nommée par procuration pour assister et agir au nom de l’actionnaire aux assemblées des actionnaires. ( proxyholder ) fonds en fiducie garantie  Fonds reçus en fiducie ou en fidéicommis par une société de fiducie au sens du paragraphe 57(2) à des fins de placement contre la garantie du versement des intérêts ou du remboursement du principal, ou des deux. ( guaranteed trust money ) opération  En matière de valeurs mobilières, toute vente ou disposition pour contrepartie de valeur. ( trade ) (5) Paragraph (a) of the definition security in section 2 of the English version of the Act is replaced by the following: (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 document evidencing a deposit with a financial institution, and (6) Section 2 of the Act is amended by adding the following in alphabetical order: immovable  includes the rights of a lessee in respect of an immovable; ( immeuble ) (7) Section 2 of the French version of the Act is amended by adding the following in alphabetical order: bien réel  Est assimilé à un bien réel l’intérêt à bail sur un tel bien. ( real property ) 385 Subsection 14(1) of the French version of the Act is replaced by the following: Pouvoirs 14 (1) La société a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2005, c. 54, s. 371 386 Paragraphs 19(1)(d) and (e) of the Act are replaced by the following: (d) a person held out by the company as a director, an officer, an employee or an agent or mandatary of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director, an officer, an employee or an agent or mandatary; or (e) a document issued by any director, any officer, any employee or any agent or mandatary of the company with actual or usual authority to issue the document is not valid or not genuine. 387 Paragraph 36(c) of the Act is replaced by the following: (c) an existing cause of action, claim or liability to prosecution is unaffected; 2009, c. 2, s. 288 388 Subsection 37(2.1) of the Act is replaced by the following: Non-application (2.1) Paragraph (2)(a) does not apply to a company if the body corporate continued as the company was, at any time before the coming into force of this subsection, engaged in any personal property or movable leasing activity in which a financial leasing entity , as defined in subsection 449(1), is not permitted to engage. 2007, c. 6, s. 340 389 Paragraph 38(2)(b) of the Act is replaced by the following: (b) the company is not carrying on any of the activities referred to in section 412; 2005, c. 54, s. 374 390 Subparagraph 69(2.1)(a)(ii) of the English version of the Act is replaced by the following: (ii) shares of or another interest or right in a body corporate that immediately before the exchange or because of it did not deal with the company at arm’s length within the meaning of that expression in the Income Tax Act , or 391 Subsection 74(3) of the Act is replaced by the following: Gift, bequest or legacy (3) A company may accept from any shareholder a share of the company surrendered to it as a gift, bequest or legacy, but must not extinguish or reduce a liability in respect of an amount unpaid on the surrendered share except in accordance with section 78. 392 (1) The definitions adverse claim and purchaser in section 84 of the Act are replaced by the following: adverse claim  includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in a security; ( opposition ) purchaser  means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift, bequest, legacy or any other voluntary transaction; ( acquéreur ) (2) The portion of the definition security or security certificate in section 84 of the English version of the Act after paragraph (c) is replaced by the following: (d) evidence of a share, participation or other interest or right in or obligation of a company, but does not include a document evidencing a deposit; ( valeur mobilière ou certificat de valeur mobilière ) 393 Paragraph 94(a) of the English version of the Act is replaced by the following: (a) the scrip certificate becomes void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and 2005, c. 54, s. 380(E) 394 Section 97 of the Act is replaced by the following: Minors 97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of the minor’s obligations is effective against the company. 395 (1) Subsection 99(1) of the Act is replaced by the following: Transmission of securities 99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 96(2)(a) delivers to the company or its transfer agent the following documents, accompanied by any assurance the company may require under section 130: (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy by (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will, (ii) a company that is a trust company pursuant to subsection 57(2) or a trust company incorporated under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters; (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province; (e) an affidavit or declaration of transmission made by the person referred to in paragraph 96(2)(a) that states the particulars of the transmission; and (f) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 96(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 114. (2) The portion of subsection 99(2) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (2) Despite subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (1)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner of the security or to designate a person to be registered as the owner, if the personal representative delivers to the company or its transfer agent the following documents: (3) Paragraph 99(2)(b) of the Act is replaced by the following: (b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the designated person to become the registered shareholder. 396 Subsection 103(1) of the Act is replaced by the following: Notice of defect 103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated by reference to another document, instrument or act, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but the reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even if the security expressly states that a person accepting it admits the notice. 397 Subsection 107(3) of the English version of the Act is replaced by the following: Limitation (3) A purchaser acquires rights only to the extent of the interest or right purchased. 398 Subsection 111(5) of the English version of the Act is replaced by the following: Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer. 399 (1) Paragraph 113(1)(e) of the French version of the Act is replaced by the following: e) tout survivant parmi les bénéficiaires d’un droit de survie nommés sur la valeur mobilière ou l’endossement mentionnés à l’alinéa a); (2) Paragraph 113(1)(g) of the English version of the Act is replaced by the following: (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. 400 Section 117 of the English version of the Act is replaced by the following: Effect of failure by fiduciary to comply 117 Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 401 (1) The portion of subsection 124(4) of the Act before paragraph (a) is replaced by the following: Transfer through clearing agency (4) A transfer or pledge of a security shown in the records of a clearing agency or of an interest or right in such a security may, in addition to other methods, be effected by making an appropriate entry in those records if the security is evidenced by (2) The portion of subsection 124(4) of the English version of the Act after paragraph (b) is repealed. (3) Subsection 124(5) of the Act is replaced by the following: Interests or rights in fungible bulk (5) Under subsections (4) to (10), entries may be in respect of similar securities or interests or rights in similar securities as part of a fungible bulk and may refer merely to a quantity of a particular security without reference to the name of the registered owner, certificate or bond number or any other information and, in appropriate cases, may be on a net basis taking into account other transfers or pledges of the same security. (4) Subsections 124(6) and (7) of the French version of the Act are replaced by the following: Transfert ou gage équivaut à livraison (6) Le transfert ou le gage prévu aux paragraphes (4) à (10) équivaut à la livraison d’une valeur mobilière au porteur ou dûment endossée en blanc et représente soit le montant de l’obligation, soit le nombre d’actions ou de droits transférés ou mis en gage. Inscription équivaut à acceptation de livraison (7) Si le gage ou la création d’une sûreté est envisagé, l’inscription équivaut à une acceptation de la livraison par le créancier gagiste ou le créancier garanti et ces derniers sont réputés, à toutes fins, en avoir pris possession. (5) Subsection 124(9) of the French version of the Act is replaced by the following: Non-inscription (9) Le transfert ou le gage effectué en vertu des paragraphes (4) à (10) ne constitue pas une inscription de transfert au sens des articles 129 à 136. 402 Subsection 126(2) of the French version of the Act is replaced by the following: Résolution d’un transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 403 Sections 127 and 128 of the Act are replaced by the following: Seizure of security 127 No seizure of a security or other interest or right evidenced by a security is effective until the person making the seizure obtains possession of the security. No liability if good faith disposition 128 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty even though the principal or mandator, or the bailor or depositor has no right to dispose of the securities. 404 (1) Paragraph 130(1)(a) of the English version of the Act is replaced by the following: (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign; (2) Paragraph 130(4)(a) of the French version of the Act is replaced by the following: a) dans le cas du représentant nommé judiciairement et visé au paragraphe 99(1), de la copie certifiée de l’ordonnance visée à ce paragraphe et rendue dans les soixante jours précédant la présentation pour transfert de la valeur mobilière; 405 Paragraph 132(2)(b) of the English version of the Act is replaced by the following: (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim. 406 The portion of section 137 of the Act before paragraph (a) is replaced by the following: Rights and obligations 137 An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, 407 Section 138 of the English version of the Act is replaced by the following: Notice 138 Notice to one of the persons referred to in section 137 is notice to the issuer in respect of the functions performed by that person. 408 Subsection 146(6) of the French version of the Act is replaced by the following: Immunité (6) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant une proposition ou une déclaration conformément aux paragraphes (2) et (3). 409 Paragraph (b) of the definition solicit or solicitation in section 160.01 of the English version of the Act is replaced by the following: (b) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, 1997, c. 15, s. 348 410 (1) Subsections 160.02(1) and (2) of the Act are replaced by the following: Appointing proxyholder 160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing or, in Quebec, signing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) A form of proxy is to be executed or, in Quebec, signed by a shareholder or by a shareholder’s attorney authorized in writing to do so. 1997, c. 15, s. 348 (2) Subsection 160.02(4) of the English version of the Act is replaced by the following: Required information (4) A form of proxy must indicate, in boldface type, that the shareholder by whom or on whose behalf it is executed or, in Quebec, signed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. 1997, c. 15, s. 348 (3) The portion of paragraph 160.02(6)(a) of the Act before subparagraph (i) is replaced by the following: (a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s attorney authorized in writing to do so 1997, c. 15, s. 348 411 Section 160.03 of the English version of the Act is replaced by the following: Deposit of proxies 160. 03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which proxies to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. The time specified must not be more than 48 hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 348 412 Subsection 160.06(1) of the English version of the Act is replaced by the following: Attendance at meeting 160.06 (1) A person who solicits a proxy and is appointed proxyholder must attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder must comply with the directions of the shareholder who appointed them. 2005, c. 54, s. 396 413 Subsection 160.07(4) of the French version of the Act is replaced by the following: Exemplaires (4) Le sollicitant ou la personne agissant en son nom fournit dans les meilleurs délais et à ses propres frais à l’intermédiaire, sur demande, le nombre nécessaire d’exemplaires des documents visés à l’alinéa (1)a). 2012, c. 31. s. 99 414 (1) Paragraph 164(f.1) of the English version of the Act is replaced by the following: (f.1) a person who is a director, an officer, an employee or an agent or mandatary of — or any other person acting on behalf of — an eligible agent as defined in section 374.1; (2) Paragraph 164(i) of the English version of the Act is replaced by the following: (i) a person who is an agent or mandatary or an employee of the government of a foreign country or any political subdivision of a foreign country. 415 Subsection 179(2) of the French version of the Act is replaced by the following: Immunité (2) La société ou la personne agissant en son nom n’engage pas sa responsabilité en diffusant, conformément au paragraphe (1), la déclaration faite par un administrateur. 416 Subsection 203(1) of the English version of the Act is replaced by the following: Exercise of trustee powers 203 (1) If authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument or act creating a trust. 2005, c. 54, s. 405 417 Paragraph 208(1)(a) of the English version of the Act is replaced by the following: (a) relates primarily to their remuneration as a director, an officer, an employee or an agent or mandatary of the company, an entity controlled by the company or an entity in which the company has a substantial investment; 418 Subsection 215(5) of the Act is replaced by the following: Subrogation of director (5) When a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. 419 Section 227 of the French version of the Act is replaced by the following: Maintien des droits 227 Les modifications de l’acte constitutif ou des règlements administratifs ne portent pas atteinte aux causes d’actions ou aux réclamations déjà nées pouvant engager la société, ses administrateurs ou ses dirigeants, ni aux possibilités de poursuite pour infraction, ni aux procédures civiles, pénales ou administratives auxquelles ils sont parties. 2001, c. 9, s. 510 420 Subsection 234.1(1) of the English version of the Act is replaced by the following: Court enforcement 234.1 (1) If a company or any director, any officer, any employee or any agent or mandatary of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director, the officer, the employee or the agent or mandatary to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. 421 Paragraph 235(1)(d) of the French version of the Act is replaced by the following: d) aucune atteinte n’est portée aux causes d’actions ou aux réclamations déjà nées, ni aux possibilités de poursuite pour infraction; 422 (1) Paragraph 241(2)(c) of the French version of the Act is replaced by the following: c) dans le cas où la société vendeuse est une société de fiducie au sens du paragraphe 57(2), la demande est appuyée par une preuve établissant de manière satisfaisante que la société a conclu les ententes nécessaires pour effectuer le transfert, à une autre société de fiducie au sens du paragraphe 57(2), des fonds et autres éléments d’actif détenus en fiducie ou en fidéicommis par elle, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie. (2) Subsection 241(5) of the French version of the Act is replaced by the following: Agrément du ministre (5) Dans le cas d’une société de fiducie au sens du paragraphe 57(2), le ministre ne peut agréer la convention de vente que s’il est convaincu que la société a conclu des ententes satisfaisantes pour assurer la protection des personnes pour lesquelles elle a agi en qualité de représentant. 423 Paragraph 243(2)(c) of the French version of the Act is replaced by the following: c) des livres concernant ses activités à titre de représentant; 424 (1) Subsection 245(5) of the English version of the Act is replaced by the following: Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent or mandatary, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. (2) The portion of subsection 245(6) of the English version of the Act before paragraph (a) is replaced by the following: When supplemental lists to be furnished (6) A company or its agent or mandatary must provide a supplemental list of shareholders required under subsection (5) 425 The portion of section 249 of the English version of the Act before paragraph (a) is replaced by the following: Protection of records 249 A company and its agents or mandataries must take reasonable precautions to 2005, c. 54, s. 418 426 (1) Subsection 253(6) of the English version of the Act is replaced by the following: Supplementary information (6) A person who wishes to examine the central securities register, take extracts from it or have copies of it made may, on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent or mandatary to provide supplementary information setting out any changes made to the register. 2005, c. 54, s. 418 (2) The portion of subsection 253(7) of the English version of the Act before paragraph (a) is replaced by the following: When supplementary information to be provided (7) A company or its agent or mandatary must provide the supplementary information within 427 Section 255 of the English version of the Act is replaced by the following: Agent or mandatary 255 A company may appoint an agent or mandatary to maintain its central securities register and each of its branch securities registers. 428 The portion of section 259 of the English version of the Act before paragraph (a) is replaced by the following: Destruction of certificates 259 A company, its agent or mandatary or a trustee as defined in section 299 is not required to produce 2005, c. 54, s. 419 429 Subsection 261(2) of the English version of the Act is replaced by the following: Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 430 The definitions option d’achat and option de vente in subsection 270(1) of the French version of the Act are replaced by the following: option d’achat  Option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des actions de la personne morale qui l’accorde. ( call ) option de vente  Option négociable par livraison qui permet de livrer un nombre précis d’actions à un prix et dans un délai déterminés. ( put ) 2005, c. 54, s. 422 431 Paragraph 276(5)(c) of the Act is replaced by the following: (c) a trust or an estate or succession in which the person has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity; 2005, c. 54, s. 422 432 (1) Paragraph 282(18)(a) of the French version of the Act is replaced by the following: a) tous les actionnaires opposants dont la société n’a pas acheté les actions sont joints comme parties à l’instance et sont liés par la décision du tribunal; 2005, c. 54, s. 422 (2) Subsection 282(19) of the French version of the Act is replaced by the following: Pouvoirs du tribunal (19) Sur demande présentée en vertu des paragraphes (14) ou (15), le tribunal peut décider qu’il existe d’autres actionnaires opposants à joindre comme parties à l’instance et doit alors fixer la juste valeur des actions en question. 2005, c. 54, s. 423(4)(E) 433 (1) Paragraph (c) of the definition associate of the offeror in subsection 288(1) of the Act is replaced by the following: (c) a trust or an estate or succession in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee, an executor or administrator of the estate or a liquidator of the succession or in a similar capacity, 2005, c. 54, s. 423(6)(F) (2) The portion of the definition offeror in subsection 288(1) of the English version of the Act before paragraph (a) is replaced by the following: offeror  means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, 2005, c. 54, s. 431 434 Paragraph 295(a) of the French version of the Act is replaced by the following: a) tous les pollicités opposants qui ont choisi d’exiger le paiement de la juste valeur de leurs actions en conformité avec l’alinéa 291b) et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et sont liés par la décision du tribunal; 435 (1) Subsection 296(1) of the French version of the Act is replaced by the following: Pouvoirs du tribunal 296 (1) Avant de fixer la juste valeur des actions de tous les pollicités opposants, le tribunal peut, sur demande présentée conformément aux paragraphes 294(1) ou (2), décider s’il existe d’autres pollicités opposants à joindre comme parties à l’instance. (2) Paragraph 296(4)(b) of the French version of the Act is replaced by the following: b) faire détenir en fiducie ou en fidéicommis le montant en numéraire ou toute autre contrepartie par une personne autre que la société pollicitée; 436 The definition trust indenture in section 299 of the Act is replaced by the following: trust indenture  means any deed, indenture or other instrument or act, including any supplement or amendment made to it by a company, under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of that subordinated indebtedness. ( acte de fiducie ) 437 Subparagraph 320(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a liquidator, trustee in bankruptcy, receiver, receiver and manager or sequestrator of any affiliate of the company within the two years immediately preceding the person’s proposed appointment as auditor of the company, other than an affiliate that is a subsidiary of the company acquired under section 457 or through a realization of security under section 458. 438 (1) Subsection 329(1) of the English version of the Act is replaced by the following: Right to information 329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents or mandataries of the company must, to the extent that they are reasonably able to do so, (a) permit access to any records, assets and security held by the company or any entity in which the company has a substantial investment that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and (b) provide any information and explanations that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties. (2) Paragraph 329(2)(a) of the English version of the Act is replaced by the following: (a) obtain from the present or former directors, officers, employees and agents or mandataries of any entity in which the company has a substantial investment the information and explanations that those persons are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to perform their duties; and 439 Subsection 341(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 339(1) or section 343 must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 440 Paragraph 350(4)(d) of the French version of the Act is replaced by the following: d) si elle est une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; 441 (1) The portion of section 354 of the English version of the Act before paragraph (b) is replaced by the following: Powers of court 354 If the court is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations and, in the case of a company that is a trust company pursuant to subsection 57(2), make satisfactory arrangements for the protection of persons in relation to whom it is acting in a fiduciary capacity, the court may make any order it thinks fit in connection with the company’s liquidation and dissolution including (a) an order to liquidate; 2005, c. 54, s. 442(F) (2) Paragraph 354(b) of the French version of the Act is replaced by the following: b) nommer un liquidateur en exigeant ou non une garantie, fixer sa rémunération et le remplacer; (3) The portion of section 354 of the English version of the Act after paragraph (b) is replaced by the following: (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the company; (f) an order, at any stage of the proceedings, restraining the directors and officers of the company from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the company, and from paying out or transferring any property of the company, except as permitted by the court; (g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder (i) to the company, or (ii) for an obligation of the company; (h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any trust obligation or other obligation of the company, whether liquidated, unliquidated, future or contingent; (i) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the company; (j) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on any terms that the court thinks fit and confirming any act of the liquidator; (l) subject to sections 361 to 363, an order approving any proposed, interim or final distribution to shareholders, if any, or incorporators, in money or in property; (m) an order disposing of any property belonging to creditors, shareholders and incorporators who cannot be found; (n) on the application of any director, officer, shareholder, incorporator, creditor or the liquidator, (i) an order staying the liquidation proceedings on any terms and conditions that the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the company all of its remaining property; and (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the company to apply to the Minister for letters patent dissolving the company. 442 (1) Paragraphs 358(1)(d) and (e) of the French version of the Act are replaced by the following: d) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; e) ouvrir un compte en fiducie ou en fidéicommis pour les fonds reçus dans le cadre de la liquidation de la société; (2) Paragraph 358(2)(e) of the French version of the Act is replaced by the following: e) dans le cas d’une société de fiducie au sens du paragraphe 57(2), faire tous les arrangements nécessaires pour transférer à une autre société de fiducie au sens de ce paragraphe tous les fonds ou autres éléments d’actif qu’elle détient en fiducie ou en fidéicommis, à l’exception des éléments d’actif détenus à l’égard des fonds en fiducie garantie; (3) Paragraph 358(2)(f) of the English version of the Act is replaced by the following: (f) do all acts and execute or, in Quebec, sign documents in the name and on behalf of the company; 443 Subsection 362(3) of the Act is replaced by the following: Notification of final accounts (3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 354, to each shareholder of the company or, if there are no shareholders, to each incorporator and to any person who provided a security or a fidelity bond or fidelity insurance for the liquidation. 444 Paragraph 368(4)(a) of the French version of the Act is replaced by the following: a) de joindre comme partie à l’instance chaque ancien actionnaire ou fondateur retrouvé par le demandeur; 2012, c. 19, s. 327 445 (1) The portion of the definition agent in section 374.1 of the English version of the Act before subparagraph (a)(ii) is replaced by the following: agent  means (a) in relation to His Majesty in right of Canada or of a province, an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province, and includes a municipal or public body empowered to perform a function of government in Canada or any entity empowered to perform a function or duty on behalf of His Majesty in either of those rights, but does not include (i) an official or entity performing a function or duty in connection with the administration or management of the estate or succession or property of a natural person, 2012, c. 19, s. 327 (2) The portion of the definition agent in section 374.1 of the English version of the Act after subparagraph (a)(ii) is replaced by the following: (iii) the trustee of any trust for the administration of a fund to which His Majesty in either of those rights contributes and of which an official or entity that is an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province is a trustee; and (b) in relation to the government of a foreign country or any political subdivision of a foreign country, a person empowered to perform a function or duty on behalf of the government of the foreign country or political subdivision, other than a function or duty in connection with the administration or management of the estate or succession or property of a natural person. ( mandataire ) 2001, c. 9, s. 524 446 Paragraph 386(2)(a) of the French version of the Act is replaced by the following: a) il y a eu disposition des actions ayant donné lieu à la contravention; 447 Section 405 of the English version of the Act is replaced by the following: Reliance on information 405 A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in a declaration required by the directors under section 404 or on any information otherwise acquired in respect of any matter that might be the subject of a declaration under that section, and no action lies against the company or the person for anything done or omitted to be done in good faith in reliance on the information. 2001, c. 9, s. 530(1) 448 Paragraphs 410(1)(a) and (b) of the Act are replaced by the following: (a) act as an agent or mandatary for vendors, purchasers, mortgagors, mortgagees, hypothecary debtors, hypothecary creditors, lessors or lessees in respect of real property or immovables and provide consulting or appraisal services in respect of real property or immovables; (b) hold, manage and otherwise deal with real property or immovables; 2001, c. 9, s. 531 449 Paragraph 411(a) of the English version of the Act is replaced by the following: (a) act as agent or mandatary for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 449(1) or a prescribed entity and enter into an arrangement with any person in respect of the provision of that service; or 450 Section 412 of the Act is replaced by the following: Prohibited activities 412 It is prohibited for a company, other than a company that is a trust company pursuant to subsection 57(2), to act in Canada (a) as an executor or administrator of an estate or liquidator of a succession; (b) as a trustee for a trust; (c) as a guardian, committee, tutor, curator or adviser of an incapable person; or (d) in any capacity similar to the capacities mentioned in paragraph (c). 2007, c. 6, s. 358 451 (1) Subsection 413.2(1) of the English version of the Act is replaced by the following: Deposits less than $150,000 413.2 (1) Subject to the regulations, a company referred to in paragraph 413(1)(b) or (c) must not, in respect of its business in Canada, act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 2007, c. 6, s. 358 (2) Subsection 413.2(3) of the English version of the Act is replaced by the following: Regulations (3) The Governor in Council may make regulations respecting the circumstances in which, and the conditions under which, a company referred to in subsection (1) may act as agent or mandatary for any person in the taking of a deposit that is less than $150,000 and payable in Canada. 452 Subsection 414(3) of the French version of the Act is replaced by the following: Exception (3) Par dérogation au paragraphe (1), la société peut garantir, selon les modalités convenues, le remboursement du principal ou le versement d’intérêts, ou les deux, à l’égard des fonds qui lui sont remis en fiducie ou en fidéicommis pour placement. 2001, c. 9, s. 533 453 Section 417 of the Act is replaced by the following: Restriction on leasing 417 A company must not engage in Canada in any personal property or movable leasing activity in which a financial leasing entity , as defined in subsection 449(1), is not permitted to engage. 2007, c. 6, s. 359 454 (1) Subsection 418(1) of the Act is replaced by the following: Restriction on mortgages or hypothecs 418 (1) A company must not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that residential property, or refinance a loan for that purpose, if the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, would exceed 80% of the value of the residential property at the time of the loan. (2) Paragraph 418(2)(a) of the Act is replaced by the following: (a) a loan made or guaranteed under the National Housing Act or any other Act of Parliament by or under which a different limit on the value of residential property on the security of which the company may make a loan is established; 1997, c. 15, s. 377 (3) Paragraph 418(2)(d) of the Act is replaced by the following: (d) a loan secured by a mortgage or hypothec if (i) the mortgage or hypothec is taken back by the company on a property disposed of by the company, including when the disposition is by way of a realization of a security interest, and (ii) the mortgage or hypothec secures payment of an amount payable to the company for the property. 455 Section 420 of the English version of the Act is replaced by the following: Restriction on receivers or sequestrators 420 A company must not grant to a person the right to appoint a receiver, receiver and manager or sequestrator of the property or business of the company. 456 (1) The heading before section 422 of the Act is replaced by the following: Separate Accounts (2) Subsection 422(2) of the English version of the Act is replaced by the following: Common trust fund (2) Unless the instrument or act creating a trust otherwise provides, a company may invest money it holds in trust in one or more common trust funds. 2001, c. 9, s. 536 457 Subsection 423(7) of the French version of the Act is replaced by the following: Application du paragraphe (6) (7) Le paragraphe (6) s’applique que la fiducie soit expresse ou par effet de la loi et s’applique même si la société en a été avisée si elle agit sur l’ordre ou sous l’autorité du ou des titulaires du compte dans lequel le dépôt est effectué. 1997, c. 15, s. 379 458 Subsection 435.1(1) of the Act is replaced by the following: Rebate of borrowing costs 435.1 (1) If a company makes a loan in respect of which the disclosure requirements of section 436 apply, and the loan is not secured by a mortgage on real property or a hypothec on an immovable and is required to be repaid either on a fixed future date or by instalments, the company must, if there is a prepayment of the loan, rebate to the borrower a portion of the charges included in the cost of borrowing in respect of the loan. 2012, c. 5, s. 172 459 Section 438.1 of the Act is replaced by the following: Renewal statement 438. 1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property or a hypothec on an immovable, the company must disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan. 460 Paragraph 443(3)(a) of the Act is replaced by the following: (a) that is secured by a mortgage on real property or a hypothec on an immovable; or 461 Subsection 446(1) of the Act is replaced by the following: Transmission in case of death 446 (1) If the transmission of a debt owing by a company by reason of a deposit, of property held by a company as security or for safekeeping or of rights with respect to a safety deposit box and property deposited in it takes place because of the death of a person, the delivery to the company of the following is sufficient justification and authority for giving effect to the transmission: (a) an affidavit or declaration in writing that is in a form satisfactory to the company, that is signed by or on behalf of a person claiming by virtue of the transmission and that states the nature and effect of the transmission; and (b) one of the following documents: (i) if the claim is based on a will or other testamentary instrument, on a grant of probate of a will or other testamentary instrument with or without letters testamentary or other document of similar import, on a grant of letters of administration or other document of similar import, on a judgment probating a will or other document of similar import, on letters of verification or other document of similar import, or on a certified copy of the notarial minutes of probate of a will or other document of similar import, purporting to be issued by any court or authority in Canada or elsewhere, an authenticated copy or certificate of the document under the seal of the court or authority without proof of the authenticity of the seal or other proof, or (ii) if the claim is based on a notarial will, an authentic copy of the notarial will. 2001, c. 9, s. 549 462 (1) Paragraph 448(1)(c) of the Act is replaced by the following: (c) a document purporting to assign, perfect or otherwise dispose of an interest or right in the property or the deposit account; or 2001, c. 9, s. 549 (2) The definition enforcement notice in subsection 448(6) of the English version of the Act is replaced by the following: enforcement notice  means a garnishee summons or other document issued under the laws of a province for the enforcement of a support order or support provision. ( avis d’exécution ) 2001, c. 9, s. 550 463 (1) The definition loan in subsection 449(1) of the Act is replaced by the following: loan  includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities. ( prêt ou emprunt ) 2008, c. 28, s. 163 (2) Subparagraph (a)(iv) of the definition commercial loan in subsection 449(1) of the Act is replaced by the following: (iv) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, does not exceed 80% of the value of the residential property at the time the loan is made or acquired, or (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, does not exceed 80% of the value of the real property or immovable at the time the loan is made or acquired, and (II) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, 2008, c. 28, s. 163 (3) The portion of subparagraph (a)(v) of the definition commercial loan in subsection 449(1) of the Act before subclause (B)(II) is replaced by the following: (v) a loan that is secured by a mortgage on real property or a hypothec on an immovable, if (A) the real property or immovable is residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the residential property, exceeds 80% of the value of the residential property at the time the loan is made or acquired, and (II) repayment of the amount of the loan that exceeds 80% of the value of the residential property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, (B) the real property or immovable is not residential property and (I) the amount of the loan, together with the amount outstanding of any mortgage or hypothec of equal or higher rank on the real property or immovable, exceeds 80% of the value of the real property or immovable at the time the loan is made or acquired, 2008, c. 28, s. 163 (4) Subclause (a)(v)(B)(III) of the definition commercial loan in subsection 449(1) of the Act is replaced by the following: (III) at the time the loan is made or acquired, the real property or immovable provides an annual income sufficient to pay all annual expenses related to the real property or immovable, including the payments owing under the mortgage or hypothec and the mortgages or hypothecs of equal or higher rank, or 2001, c. 9, s. 550 (5) The portion of the definition financial leasing entity in subsection 449(1) of the Act before paragraph (b) is replaced by the following: financial leasing entity  means an entity whose activities are limited to the financial leasing of personal property or movables and prescribed related activities and conform to any prescribed restrictions and limitations, and that, in conducting those activities in Canada, does not (a) direct its customers or potential customers to particular dealers in the personal property or movables that are leased or are to be leased; 2008, c. 28, s. 163 (6) Subclause (a)(v)(B)(II) of the definition commercial loan in subsection 449(1) of the English version of the Act is replaced by the following: (II) repayment of the amount of the loan that exceeds 80% of the value of the real property or immovable is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and 2001, c. 9, s. 550 (7) Paragraph (b) of the definition entité s’occupant de fonds mutuels in subsection 449(1) of the French version of the Act is replaced by the following: b) ses titres autorisent leurs détenteurs à recevoir, sur demande ou dans le délai spécifié après la demande, un montant calculé sur la base d’une participation proportionnelle à tout ou partie des capitaux propres de l’émetteur, y compris tout fonds distinct ou compte en fiducie ou en fidéicommis. ( mutual fund entity ) 2001, c. 9, s. 550 (8) Paragraph (b) of the definition financial leasing entity in subsection 449(1) of the English version of the Act is replaced by the following: (b) enter into lease agreements with persons in respect of any motor vehicle having a gross vehicle weight, as that expression is defined in the regulations, of less than 21 tonnes; or (c) enter into lease agreements with natural persons in respect of personal household property, as that expression is defined in the regulations. ( entité s’occupant de crédit-bail ) 2001, c. 9, s. 550 (9) Paragraph 449(3)(a) of the French version of the Act is replaced by the following: a) à l’argent ou aux autres éléments d’actif détenus en fiducie ou en fidéicommis par la société, à l’exception des fonds en fiducie garantie et des éléments d’actif détenus à leur égard; 2001, c. 9, s. 550 (10) Paragraph 449(3)(b) of the Act is replaced by the following: (b) the holding of a security interest in any real property or immovable, unless the security interest is prescribed under paragraph 467(a) to be an interest in real property; or 2018, c. 27, s. 137(2) 464 Paragraph 451(4.3)(c) of the Act is replaced by the following: (c) an entity that is primarily engaged in providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customers’ acquisition of the personal property or movables; 2001, c. 9, s. 550 465 (1) Paragraphs 453(3)(c) and (d) of the Act are replaced by the following: (c) acting as an executor or administrator of an estate or liquidator of a succession; (d) being a trustee for a trust; (d.1) acting as a guardian, committee, tutor, curator or adviser of an incapable person; (d.2) acting in any capacity similar to the capacities mentioned in paragraph (d.1); 2012, c. 5, s. 179(1) (2) The portion of subsection 453(3.1) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3.1) Malgré l’alinéa (3)d), la société peut acquérir le contrôle d’une entité qui exerce des activités de fiduciaire d’une fiducie ou acquérir ou augmenter un intérêt de groupe financier dans une telle entité si les lois provinciales applicables permettent à l’entité d’exercer de telles activités et que les conditions suivantes sont réunies : 2001, c. 9, s. 550 466 Section 464 of the Act and the heading before it are replaced by the following: Interests in Real Property Limit 464 A company must not, and must not permit its prescribed subsidiaries to, purchase or otherwise acquire an interest in real property or make an improvement to any real property or immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property if the aggregate value of all interests of the company in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, the prescribed percentage of the regulatory capital of the company. 2001, c. 9, s. 550 467 Paragraph 466(b) of the Act is replaced by the following: (b) make an improvement to real property or an immovable in respect of which the company or any of its prescribed subsidiaries has an interest in real property 2007, c. 6, s. 374(2) 468 (1) Paragraph 470(2)(f) of the Act is replaced by the following: (f) assets, other than real property or immovables, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 482(3); or 2007, c. 6, s. 374(2) (2) Paragraph 470(2)(g) of the French version of the Act is replaced by the following: g) aux éléments d’actif qui ont été acquis ou dont il a été disposé avec l’agrément du surintendant dans le cadre du paragraphe 482(4). 469 Paragraph 475(2)(a) of the French version of the Act is replaced by the following: a) aux fonds ou autres éléments d’actif détenus en fiducie ou en fidéicommis, à l’exception des fonds en fiducie garantie ou éléments d’actif détenus à leur égard; 470 (1) Subsection 476(3) of the Act is replaced by the following: Meaning of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sale contract, an instalment sale contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. 2007, c. 6, s. 375 (2) Subsection 476(4) of the French version of the Act is replaced by the following: Titre ou valeur mobilière d’un apparenté (4) Pour l’application de la présente partie, est assimilée à un titre ou à une valeur mobilière d’un apparenté une option négociable par livraison qui permet d’exiger que soit livré un nombre précis d’actions à un prix et dans un délai déterminés. 471 Paragraph 479(b) of the English version of the Act is replaced by the following: (b) the loan is a loan permitted by section 418 and made to a related party who is a natural person on the security of a mortgage or hypothec on the principal residence of that related party. 472 (1) Subsection 482(3) of the Act is replaced by the following: Asset transactions with financial institutions (3) Despite any of the provisions of subsections (1) and (2), a company may, in the normal course of business and in accordance with arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property or immovables, from or to a related party of the company that is a financial institution. (2) Subsection 482(4) of the French version of the Act is replaced by the following: Opérations dans le cadre d’une restructuration (4) Par dérogation aux paragraphes (1) et (2), dans le cadre d’une restructuration, la société peut, avec l’agrément écrit du surintendant, acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur. 2007, c. 6, s. 376 (3) Subsection 482(6) of the French version of the Act is replaced by the following: Approbation (6) La société peut acquérir des éléments d’actif d’un apparenté ou en disposer en sa faveur dans le cadre d’une convention de vente approuvée par le ministre en vertu de l’article 241. 473 Subsection 492(2) of the English version of the Act is replaced by the following: Reliance on information (2) A company and any person who is a director, an officer, an employee or an agent or mandatary of the company may rely on any information contained in any disclosure received by the company under subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of a disclosure under subsection (1), and no action lies against the company or the person for anything done or omitted in good faith in reliance on the information. 474 Paragraph 499(1)(a) of the French version of the Act is replaced by the following: a) les nom, résidence et citoyenneté de chaque administrateur en fonction à la clôture de l’assemblée; 1996, c. 6, s. 127 475 (1) Paragraph 510(1)(a) of the French version of the Act is replaced by the following: a) prendre le contrôle pendant au plus seize jours de l’actif d’une société ainsi que de l’actif qu’elle détient en fiducie ou en fidéicommis ou qu’elle administre; 1996, c. 6, s. 127 (2) Paragraph 510(1.1)(d) of the French version of the Act is replaced by the following: d) dont un élément d’actif figurant dans ses livres, détenu en fiducie ou en fidéicommis ou qu’elle administre n’est pas, à son avis, correctement pris en compte; 1996, c. 6, s. 129 476 Paragraph 515.1(a) of the French version of the Act is replaced by the following: a) soit d’une société dont l’actif ainsi que l’actif qu’elle détient en fiducie ou en fidéicommis ou qu’elle administre sont sous son contrôle en vertu de l’alinéa 510(1)b); 1996, c. 6, s. 129 477 Section 516 of the French version of the Act is replaced by the following: Abandon du contrôle ou demande de mise en liquidation 516 S’il n’a pris aucune des mesures prévues à l’article 515.1, le surintendant doit, douze jours après réception de la requête écrite du conseil d’administration demandant la fin du contrôle et présentée au plus tôt trente jours après la prise de contrôle de la société ou de son actif ainsi que de l’actif qu’elle détient en fiducie ou en fidéicommis ou qu’elle administre, soit abandonner le contrôle, soit demander au procureur général du Canada de requérir, à l’endroit de la société, l’ordonnance de mise en liquidation prévue à l’article 10.1 de la Loi sur les liquidations et les restructurations . 1999, c. 31, s. 220(F) 478 Paragraph 531(1)(g) of the French version of the Act is replaced by the following: g) régir la protection et le maintien de l’actif de la société et de celui qu’elle détient en fiducie ou en fidéicommis, y compris en ce qui touche le cautionnement de ses administrateurs, dirigeants et employés; 1997, c. 15, s. 410 479 Section 535 of the English version of the Act is replaced by the following: Liability of officers, directors, etc. 535 If an entity commits an offence under this Act, any director, any officer or any agent or mandatary of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 534(1)(a) for the offence, whether or not the entity has been prosecuted or convicted. 2001, c. 9, s. 571 480 Section 537 of the English version of the Act is replaced by the following: Compliance or restraining order 537 (1) If a company or any director, any officer, any employee or any agent or mandatary of a company does not comply with any provision of this Act or the regulations other than a consumer provision, or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the provision and, on the application, the court may so order and make any further order it thinks fit. Compliance or restraining order — consumer provisions (2) If a company or any director, any officer, any employee or any agent or mandatary of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, the director, the officer, the employee or the agent or mandatary to comply with — or restraining the company, the director, the officer, the employee or the agent or mandatary from acting in breach of — the consumer provision and, on the application, the court may so order and make any further order it thinks fit. Related Amendments to Other Acts R.S., c. C-44; 1994, c. 24, s. 1(F) Canada Business Corporations Act 2011, c. 21, s. 14(F) 481 Subsection 15(1) of the French version of the Canada Business Corporations Act is replaced by the following: Capacité 15 (1) La société a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 2011, c. 21, s. 28(1) 482 The definition fiduciary in subsection 48(2) of the Act is replaced by the following: fiduciary means any person who acts in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person and includes a personal representative of a deceased person; ( représentant ) 2001, c. 14, s. 135 (Sch., s. 7(3))(E); 2011, c. 21, ss. 31(3) and (4) 483 (1) Subsection 51(7) of the Act is replaced by the following: Transmission of securities (7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent the following documents, accompanied by any assurance the corporation may require under section 77: (a) in the case of a grant of probate or of letters of administration or, in Quebec, the issuance of letters of verification or of a judgment probating a will, the original document or a copy certified to be a true copy of the original document by (i) the court that granted the probate or letters of administration or that issued the letters of verification or the judgment probating the will, (ii) a trust company incorporated under the laws of Canada or a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph (2)(a); (b) in the case of a will probated by a notary in Quebec, a certified copy of the minutes of the probate; (c) in the case of letters of verification issued by a notary in Quebec, a certified copy of the letters; (d) in the case of a notarial will in Quebec, an authentic copy of the will established in accordance with the laws of that province; (e) an affidavit or declaration of transmission made by a person referred to in paragraph (2)(a), stating the particulars of the transmission; and (f) the security certificate that was owned by the deceased holder (i) in case of a transfer to a person referred to in paragraph (2)(a), with or without the endorsement of that person, and (ii) in case of a transfer to any other person, endorsed in accordance with section 65. 2011, c. 21, s. 31(5) (2) The portion of subsection 51(8) of the Act before paragraph (a) is replaced by the following: Excepted transmissions (8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require any of the documents mentioned in paragraphs (7)(a) to (c) in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent 484 Subsection 73(2) of the French version of the Act is replaced by the following: Résolution du transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution, si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 2011, c. 21, s. 38 485 Section 75 of the Act is replaced by the following: No liability for acts in good faith 75 An agent or mandatary, or a bailee or depositary, who in good faith, including observance of reasonable commercial standards if they are in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, or their bailor or depositor, is not liable for conversion or for participation in breach of fiduciary duty although the principal or mandator, or the bailor or depositor, has no right to dispose of them. 2001, c. 14, s. 66 486 Subsection 146(4) of the French version of the Act is replaced by the following: Avis non donné (4) Si l’acquéreur ou le cessionnaire n’est pas avisé de l’existence de la convention unanime des actionnaires par une mention ou un renvoi visés au paragraphe 49(8) ou autrement, il peut, dans les trente jours après avoir pris connaissance de son existence, résoudre l’opération par laquelle il est devenu acquéreur ou cessionnaire. 2001, c. 14, s. 99(7) 487 (1) Subsections 206(7) and (7.1) of the French version of the Act are replaced by the following: Contrepartie (7) La société pollicitée est réputée détenir en fiducie ou en fidéicommis, pour le compte des actionnaires dissidents, les fonds ou toute autre contrepartie reçus en vertu du paragraphe (6); elle doit déposer les fonds dans un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde d’une de ces institutions. Contrepartie (7.1) Dans le cas où le pollicitant est une société qui vise à racheter toutes les actions d’une catégorie quelconque, celui-ci est réputé détenir en fiducie ou en fidéicommis, pour le compte des pollicités dissidents, les fonds ou toute autre contrepartie qu’il aurait eu à leur remettre s’ils avaient accepté de lui céder leurs actions conformément à l’alinéa (5)b). Il doit, dans les vingt jours suivant l’envoi de l’avis visé au paragraphe (3), déposer les fonds dans un compte distinct ouvert auprès d’une banque ou d’une autre personne morale bénéficiant de l’assurance de la Société d’assurance-dépôts du Canada ou de la Régie de l’assurance-dépôts du Québec et confier toute autre contrepartie à la garde de l’une de ces institutions. 2001, c. 14, s. 99(8) (2) Subparagraph 206(8)(c)(ii) of the French version of the Act is replaced by the following: (ii) la société pollicitée ou toute autre personne désignée détient pour eux en fiducie ou en fidéicommis les fonds ou toute autre contrepartie auxquels ils ont droit, 2001, c. 14, s. 99(11) (3) Paragraphs 206(18)(a) and (b) of the French version of the Act are replaced by the following: a) fixer le montant en numéraire ou toute autre contrepartie à détenir en fiducie ou en fidéicommis conformément aux paragraphes (7) ou (7.1); b) faire détenir le montant en numéraire ou toute autre contrepartie en fiducie ou en fidéicommis par une personne autre que la société pollicitée; 488 Paragraph 221(d) of the French version of the Act is replaced by the following: d) ouvrir un compte en fiducie ou en fidéicommis pour les fonds de la société; 2001, c. 14, s. 115 489 Paragraph 237.2(2)(b) of the English version of the Act is replaced by the following: (b) an agent of His Majesty in right of Canada, an agent or mandatary of His Majesty in right of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; 2011, c. 21, s. 69 490 Subsection 242(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Part must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 1998, c. 1 Canada Cooperatives Act 491 Subsection 26(1) of the Canada Cooperatives Act is replaced by the following: Legal capacity 26 (1) A cooperative has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. Business (1.1) A cooperative may carry on business throughout Canada. 2001, c. 14, s. 174(2) 492 Subsection 115(4) of the French version of the Act is replaced by the following: Avis non donné (4) Si l’acquéreur ou le cessionnaire n’est pas avisé de l’existence d’une convention unanime par une mention visée au paragraphe 183(2) ou autrement, celui-ci peut, dans les trente jours après avoir pris connaissance de son existence, résoudre l’opération par laquelle il est devenu acquéreur ou cessionnaire. 2011, c. 21, s. 88(1) 493 The definition fiduciary in subsection 177(1) of the Act is replaced by the following: fiduciary means any person who acts in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person. ( représentant ) 494 Subsection 234(2) of the French version of the Act is replaced by the following: Résolution du transfert (2) L’acquéreur peut refuser le transfert ou en demander la résolution, si le cédant ne se conforme pas, dans un délai raisonnable, à toute demande faite en vertu du paragraphe (1). 2011, c. 21, s. 97 495 Section 236 of the Act is replaced by the following: No liability for acts in good faith 236 An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not in breach of a fiduciary duty or otherwise liable even though the principal or mandator, or the bailor or depositor, has no right to dispose of the securities. 2001, c. 14, s. 218 496 Paragraph 337.2(2)(b) of the English version of the Act is replaced by the following: (b) an agent of His Majesty in right of Canada, an agent or mandatary of His Majesty in right of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; 2011, c. 21, s. 115 497 Subsection 341(2) and (3) of the Act are replaced by the following: Court approval to discontinue (2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure without the approval of the court given on any terms that the court considers appropriate. Notice (3) If the court determines that the interests or rights of a complainant may be substantially affected by a stay, discontinuance, settlement or dismissal mentioned in subsection (2), the court may order any party to the application or action to give notice of the application or action to the complainant. 2009, c. 23 Canada Not-for-profit Corporations Act 498 Subsection 16(1) of the French version of the Canada Not-for-profit Corporations Act is replaced by the following: Capacité 16 (1) L’organisation a la capacité d’une personne physique et a, sous réserve des autres dispositions de la présente loi, les droits, pouvoirs et privilèges de cette personne. 499 The definition fiduciary in subsection 37(1) of the Act is replaced by the following: fiduciary means any person who acts in a fiduciary capacity or who has an obligation of honesty and loyalty to another person because they are in a relationship of trust and confidence with that person, and includes a personal representative of a deceased person. ( représentant ) 500 Section 93 of the Act is replaced by the following: Not liable if good faith delivery 93 An agent or mandatary, or a bailee or depositary, who in good faith has received debt obligations and sold, pledged or delivered them according to the instructions of the principal or mandator, or the bailor or depositor, is not in breach of their duties as a fiduciary or otherwise liable even though the principal or mandator, or the bailor or depositor, has no right to dispose of the debt obligations. 501 Subsection 170(4) of the French version of the Act is replaced by the following: Personne non avisée de l’existence de la convention (4) La personne qui n’est pas avisée de l’existence de la convention unanime des membres par une mention ou un renvoi visés au paragraphe 42(2) ou autrement peut, dans le délai réglementaire après avoir pris connaissance de son existence, résoudre toute opération par laquelle elle a adhéré à l’organisation et obtenir le remboursement des sommes payées à titre de membre. 502 Paragraph 231(d) of the French version of the Act is replaced by the following: d) ouvre un compte en fiducie ou en fidéicommis pour les fonds de l’organisation; 503 Subsection 254(2) of the Act is replaced by the following: Court approval to discontinue (2) An application made or an action brought or intervened in under this Part must not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to act within a time limit set under the applicable rules of civil procedure, without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests or rights of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. 2018, c. 12 Budget Implementation Act, 2018, No. 1 504 Section 314 of the English version of the Budget Implementation Act, 2018, No. 1 is amended by replacing the paragraph 483(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; 505 Section 320 of the English version of the Act is amended by replacing the paragraph 495(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; 506 Section 333 of the English version of the Act is amended by replacing the paragraph 528(1)(c) that it enacts with the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; PART 2 Amendments to Other Acts 1908, c. 57 An Act respecting the National Battlefields at Quebec 507 The third paragraph of the preamble to An Act respecting the National Battlefields at Quebec is replaced by the following: Whereas it is anticipated that, in addition to the appropriation of public moneys of Canada hereby authorized, the various provincial governments, as well as municipalities or other bodies, and many private individuals, will contribute generously to the aforesaid project; 508 Section 5 of the Act is replaced by the following: Powers as to battlefields 5 The commission may purchase, acquire and hold the lands or immovables in the city of Quebec, or in the vicinity thereof, where the great battles were fought, or which were occupied by the various commands of the respective armies upon the battlefields. 1910, c. 41, s. 1 509 (1) Subsection 6(1) of the Act is replaced by the following: Expropriation R.S., c. 143 6 (1) If the purchase of any land or immovable, or of any right therein, is authorized under the provisions of this Act, and the commission is unable to agree with the owner as to the purchase, acquisition or transfer thereof, or the price to be paid therefor, or if a person who holds a right therein is incapable of disposing thereof, or if for any other reason the commission deems it advisable to proceed compulsorily, proceedings may be taken under The Expropriation Act for the acquisition of the said land, immovable, or right therein and for the vesting of the title thereof in the commission; and in any such case, except as herein otherwise provided, all the provisions of The Expropriation Act shall, unless there is something repugnant in the subject or context, apply, mutatis mutandis , to such lands or immovables and to the acquisition thereof and to the determination of the compensation and damages. 1910, c. 41, s. 1; 1970, c. 10 (2nd supp.), s. 64(2) (2) Subsection 6(3) of the English version of the Act is replaced by the following: Information in Federal Court Proviso as to damages (3) In any case in which land or an immovable is acquired, taken or injuriously affected under the authority of this Act, the Attorney General of Canada may cause an information in the name of His Majesty, upon the relation of the commission, to be exhibited in the Federal Court of Canada, and the provisions of The Expropriation Act shall, unless there is something repugnant in the subject or context, apply to such information and the proceedings thereunder in the same manner, mutatis mutandis , as they apply to the like informations and proceedings on behalf of His Majesty under the said Act: Provided that His Majesty shall not in any case be liable for any compensation, damages, costs or charges incurred in such proceedings, but the relators shall be subject to the payment of such compensation, damages, costs or charges as may be adjudged by the court. 510 Paragraph 7(a) of the Act is replaced by the following: Expenditure of moneys (a) receive and expend any moneys, whether appropriated by Parliament or the legislatures or contributed by any municipality or other body or private individual, for the purposes authorized by this Act; 511 Section 9 of the Act is replaced by the following: Appropriation of public lands 9 The Governor in Council is authorized to appropriate for the purposes of the commission all the lands or immovables now vested in His Majesty for the military or other public purposes of Canada and forming part of the aforesaid battlefields. 1984, c. 31, s. 14 512 Paragraph 9.1(c) of the Act is replaced by the following: (c) all money received by the Commission from the sale of any property acquired by the Commission by gift, bequest or otherwise, and 1914, c. 46, s. 3 513 Section 10 of the Act is replaced by the following: Approval of Parliament 10 No lands or immovables shall be purchased or acquired by the Commission except with the previous approval of Parliament. 1911, c. 5 An Act respecting the National Battlefields at Quebec 1925, c. 47, s. 2 514 Section 2 of the English version of An Act respecting the National Battlefields at Quebec is replaced by the following: As to rents, dues, etc. 2 The National Battlefields Commission may, subject to the approval of the Governor in Council, pay or redeem all rents, ground rents or other dues affecting all or any immovables heretofore or hereafter purchased, acquired or held by it or gratuitously ceded and transferred to it for the purposes of the National Battlefields at Quebec. 1914, c. 46 The National Battlefields at Quebec Act, 1914 515 Paragraph 4(a) of the The National Battlefields at Quebec Act, 1914 is replaced by the following: (a) the direction, conduct and management of the Commission and its movables and immovables; R.S., c. A- 1 Access to Information Act 516 Subparagraph 18(d)(vi) of the Access to Information Act is replaced by the following: (vi) a contemplated sale, acquisition or lease of land or property. 517 (1) The portion of subsection 66(2) of the Act before paragraph (a) is replaced by the following: Defamation (2) No action lies in defamation with respect to 2019, c. 18, s. 39 (2) Paragraphs 66(2)(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Information Commissioner under this Part; and (b) any report made in good faith by the Information Commissioner under this Part and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. R.S., c. A- 17 Auditor General Act 518 Subsection 13(3) of the French version of the Auditor General Act is replaced by the following: Serment (3) Le vérificateur général doit exiger de tout employé de son bureau chargé, en vertu de la présente loi, d’examiner les comptes d’un ministère ou d’une société d’État, qu’il observe les normes de sécurité applicables aux employés du ministère ou de la société et qu’il prête le serment de secret auquel ceux-ci sont astreints. 519 Subsection 14(2) of the English version of the Act is replaced by the following: Auditor General may request information (2) The Auditor General may request a Crown corporation to obtain and furnish him or her with any information and explanations from its present or former directors, officers, employees, agents or mandataries and auditors or those of any of its subsidiaries that are, in his or her opinion, necessary to enable him or her to fulfil his or her responsibilities as the auditor of the accounts of Canada. R.S., c. C- 5 Canada Evidence Act 520 Section 27 of the Canada Evidence Act is replaced by the following: Notarial acts in Quebec 27 Any document purporting to be a copy of a notarial act made, filed or registered in Quebec, and to be certified by a notary or clerk to be a true copy of the original in his or her possession as a notary or clerk, shall be admitted in evidence instead of the original and has the same force and effect as the original would have if produced and proved, but it may be proved in rebuttal that there is no original, that the copy is not a true copy of the original in some material particular or that the original is not a document of any nature that may, by the law of Quebec, be taken before a notary or be filed, enrolled or registered by a notary in that province. 521 Subsection 31(4) of the Act is replaced by the following: Notarial copy or certified true copy (4) Unless the court otherwise orders, a notarial copy, or, in Quebec, a certified true copy, of an affidavit under subsection (3) is admissible in evidence instead of the original affidavit. 2001, c. 41, s. 43 522 Paragraph 38.01(6)(a) of the English version of the Act is replaced by the following: (a) the information is disclosed by a person to their counsel in connection with a proceeding, if the information is relevant to that proceeding; R.S., c. C- 15 Canadian Dairy Commission Act 523 (1) The portion of subsection 20(1) of the English version of the Canadian Dairy Commission Act before paragraph (a) is replaced by the following: Contravention of Act or regulations 20 (1) Every person who, or whose employee or agent or mandatary, contravenes or fails to comply with any provision of this Act or any regulation made under this Act is guilty of an offence and liable 1995, c. 23, s. 8 (2) Subsections 20(2) to (4) of the English version of the Act are replaced by the following: Proof of offence (2) In a prosecution for an offence under this section it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified. Defence (3) If it is established in any prosecution for an offence under this section that the offence was committed by an employee or an agent or mandatary of the accused, it is a defence for the accused that he or she exercised all due diligence to prevent the commission of the offence. Injunction (4) The Commission may, with the approval of the Attorney General of Canada, seek injunctive relief in any court of competent jurisdiction, if the Commission believes on reasonable grounds that a person or their employee or agent or mandatary has failed to comply with any provision of this Act or the regulations. R.S., c. C-16; 2002, c. 17, s. 6 Telefilm Canada Act 2005, c. 14, s. 4 524 Subsection 10(2) of the French version of the Telefilm Canada Act is replaced by the following: Attributions générales (2) Dans l’exécution de sa mission, la Société a la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci. R.S., c. C- 22 Canadian Radio-television and Telecommunications Commission Act 525 (1) The portion of paragraph 5(1)(b) of the Canadian Radio-television and Telecommunications Commission Act before subparagraph (i) is replaced by the following: (b) has any pecuniary or other interest in (2) Subsection 5(2) of the French version of the Act is replaced by the following: Disposition (2) Les conseillers sont tenus de se départir entièrement, dans les trois mois qui suivent leur transmission, des intérêts interdits par le paragraphe (1) qui leur sont dévolus, à titre personnel, par testament ou succession. R.S., c. C-50; 1990, c. 8, s. 21 Crown Liability and Proceedings Act 2001, c. 4, s. 34(2) 526 Paragraph (b) of the definition liability in section 2 of the Crown Liability and Proceedings Act is replaced by the following: (b) elsewhere in Canada, liability in tort; 2001, c. 4, s. 36 527 The portion of paragraph 3(b) of the Act before subparagraph (i) is replaced by the following: (b) elsewhere in Canada, in respect of R.S., c. C- 51 Cultural Property Export and Import Act 528 The definition public authority in section 2 of the English version of the Cultural Property Export and Import Act is replaced by the following: public authority  means His Majesty in right of Canada or a province, an agent of His Majesty in right of Canada, an agent or mandatary of His Majesty in right of a province, a municipality in Canada, a municipal or public body performing a function of government in Canada or a corporation performing a function or duty on behalf of His Majesty in right of Canada or a province; ( administration ) 529 Subsection 6(2) of the English version of the Act is replaced by the following: Remuneration (2) An expert examiner that is not an agent of His Majesty in right of Canada or an agent or mandatary of His Majesty in right of a province or is not an employee of, or an employee of an agent of, His Majesty in right of Canada or an employee of, or an employee of an agent or mandatary of, His Majesty in right of a province shall be paid the remuneration for services performed under this Act that may be approved by the Treasury Board. 530 Subsection 19(1) of the English version of the Act is replaced by the following: Remuneration 19 (1) Each member of the Review Board who is not an employee of, or an employee of an agent of, His Majesty in right of Canada or an employee of, or an employee of an agent or mandatary of, His Majesty in right of a province, shall be paid the salary or other amount by way of remuneration that may be fixed by the Governor in Council. 1995, c. 38, s. 1 531 Paragraph 32(5)(a) of the English version of the Act is replaced by the following: (a) shall, on request in writing by the person who has disposed of, or who proposes to dispose of, the object to a designated institution or public authority or by an agent or mandatary of that person appointed for that purpose, made within 12 months after the day on which notice was given under that subsection, redetermine the fair market value of the object; and 532 Section 35 of the French version of the Act is replaced by the following: Subventions et prêts 35 Le ministre peut, sur les crédits affectés à ces fins par le Parlement, accorder des subventions et des prêts à des établissements et à des administrations situés au Canada en vue de l’achat soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger. 533 (1) Paragraph 36(2)(a) of the French version of the Act is replaced by the following: a) de tous les fonds que Sa Majesté a reçus par voie de donation, de legs ou autrement aux fins d’octroyer à des établissements ou à des administrations situés au Canada des subventions destinées à l’achat soit d’objets pour lesquels une licence a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger; (2) Subsection 36(3) of the French version of the Act is replaced by the following: Débit (3) Ce compte est débité des sommes que le ministre peut, autrement qu’en vertu de l’article 35, consacrer à des subventions en faveur d’établissements ou d’administrations situés au Canada en vue de l’achat soit d’objets pour lesquels une licence d’exportation a été refusée en vertu de la présente loi, soit de biens culturels intéressant le patrimoine national et se trouvant à l’étranger. 534 Section 46 of the English version of the Act is replaced by the following: Officers, etc., of corporations 46 If a corporation commits an offence under this Act, any officer, any director or any agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction or on conviction on indictment to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. R.S., c. D- 4 Dry Docks Subsidies Act 535 Subsection 4(1) of the Dry Docks Subsidies Act is replaced by the following: Existing dry dock company 4 (1) For the purpose of constructing a dry dock under this Act, the company entering into the agreement contemplated by section 3 may utilize, or acquire or lease for the purpose of utilizing, the works and property of any existing dry dock company whose dock has been constructed under An Act to encourage the construction of Dry Docks by granting assistance on certain conditions to companies constructing them , chapter 17 of the Statutes of Canada, 1882, An Act to encourage the construction of Dry Docks , chapter 9 of the Statutes of Canada, 1899, An Act to encourage the Construction of Dry Docks , chapter 116 of the Revised Statutes of Canada, 1906, or An Act to encourage the Construction of Dry Docks , chapter 24 of the Statutes of Canada, 1908, and the value of the works and property at the time when the agreement is entered into, in so far as the works and property may be useful in the construction of a dry dock of greater dimensions or capacity under this Act, shall be deemed to be for the purposes of subsidy calculation a part of the cost of the dry dock constructed under this Act. 1996, c. 16, s. 37 536 Section 5 of the Act is replaced by the following: Plans, specifications and estimates 5 Any company that seeks to enter into an agreement with His Majesty to construct a dry dock under this Act shall, as part of its application to construct a dry dock, present detailed working plans and specifications of the proposed works, accompanied by estimates of the cost, including estimates of the cost of all necessary equipment, machinery, plant and site, if the company is obliged to pay for the site in cash and does not obtain or has not obtained a site by way of bonus, gift or legacy, and the estimates of cost shall be in such detail as will enable the Minister to verify them for the purposes of the recommendation made by the Minister under section 8. 1996, c. 10, s. 215 537 (1) Subsection 6(1) of the Act is replaced by the following: Expropriation of lands 6 (1) If a company that has entered into an agreement with His Majesty to construct a dry dock under this Act is unable to agree with the owner of any land or interest or right in land, or other real property or interest in real property, or other immovable or right in an immovable, as to its purchase, acquisition, lease or transfer, or the price to be paid for it, and the company considers that it is necessary for a site for the dry dock, the company may, with the approval of the Governor in Council and in accordance with the Expropriation Act , expropriate the land, real property or immovable, or interest or right. 2011, c. 21, s. 162 (2) Subsection 6(3) of the Act is replaced by the following: Expropriation Act (3) Land, or an interest or right in land, or real property or an immovable the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act , an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company. 1996, c. 10, s. 215 (3) Subsection 6(6) of the French version of the Act is replaced by the following: Garantie (6) Le ministre peut exiger que la compagnie fournisse une garantie, selon le montant et les autres modalités qu’il détermine, pour le paiement des frais payables en application du présent article. 1996, c. 16, s. 38 538 Section 8 of the Act is replaced by the following: Basis of subsidy 8 The cost on which the subsidy shall be calculated shall be fixed and determined by the Governor in Council, on the recommendation of the Minister, and the cost shall include the cost of all necessary equipment, machinery and plant, and any sum in good faith expended or to be expended by the company in the purchase of a site for the dry dock, but shall not include the value of any site received or to be received by the company by way of bonus, gift or legacy, and the amount of the subsidy shall be so fixed and determined before the agreement for payment of the subsidy is entered into. 539 Subsection 9(2) of the Act is replaced by the following: Issue of bonds (2) Bonds, debentures or other securities shall not be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens or legal hypothecs, charges or encumbrances or claims on or in respect of the dock, but the Minister may subsequently permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. 540 Subsection 10(2) of the Act is replaced by the following: Issue of bonds (2) Bonds, debentures or other securities shall not be issued with respect to and as a charge on any dock until it has been established to the satisfaction of the Minister that not less than one-half million dollars have been spent on the work and the material on or for the dock, and that there are no outstanding and unsettled liens or legal hypothecs, charges or encumbrances or claims on or in respect of the dock, but the Minister may subsequently permit the issue of bonds, debentures or other securities, and any subsidy mentioned by this section may, with the approval of the Minister, be assigned to a trustee for the holder of the bonds, debentures or other securities, and the subsidy shall, in that event, be payable directly to the trustee. 541 Section 16 of the Act is replaced by the following: Operation by Government 16 The Minister shall operate the dry dock after repairs are completed and while it is in the possession of His Majesty, and shall charge and collect the tolls or rates approved under this Act in respect of the lease, operation or use of the dock or of space in the dock, or of any works connected with it, and the Minister shall, after payment out of the tolls or rates of operating expenses and maintenance, apply the balance first in repayment of the advances made under section 15, and secondly in payment of accrued interest on bonds or other fixed obligations or securities of the company. 542 Subsection 18(1) of the Act is replaced by the following: Tolls and regulations 18 (1) Tolls or rates shall not be charged or taken by the company in respect of the lease, operation or use of the dock or of space in the dock, or of any works connected with it, until the company has submitted a tariff of tolls or rates and the tariff has been approved by the Governor in Council, and no by-laws, rules, regulations or conditions respecting the lease, operation or use shall have any force or effect until so submitted and approved. R.S., c. E- 13 Escheats Act 543 The long title of the Escheats Act is replaced by the following: An Act respecting escheats or property without an owner 544 Sections 1 and 2 of the Act are replaced by the following: Short title 1 This Act may be cited as the Escheats or Property Without an Owner Act . Take possession of property 2 If His Majesty the King in right of Canada is entitled to any land or other property by reason of the person last seised or entitled to that property having died intestate and without lawful heirs or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, the Attorney General of Canada may cause possession of that property to be taken in the name of His Majesty, or if possession is withheld, may commence a proceeding in the Federal Court for the recovery of it. 545 The portion of section 3 of the Act before paragraph (a) is replaced by the following: Transfer, grant or concession 3 The Governor in Council may make a transfer, grant or concession of any property that is now the property of His Majesty or that may become so under section 2, or any part of, or any interest or right in, that property, 546 Section 4 of the Act is replaced by the following: Recovery of possession 4 Any transfer, grant or concession under section 3 may be made without actual entry or taking possession of the property and, if possession is withheld, the person to whom the transfer, grant or concession is made may institute proceedings for the recovery of the property in any court of competent jurisdiction. 547 Paragraph 5(a) of the Act is replaced by the following: (a) the whole or any part of any property that, by reason of the person last seised of or entitled to that property having died intestate and without heirs, or by reason of any corporation, association or society having been finally dissolved or wound up or having ceased to exist, has been judicially declared vested in His Majesty in right of Canada, or of which the Attorney General of Canada has caused possession to be taken on behalf of His Majesty, or that has otherwise come into the possession of His Majesty as escheat or bona vacantia , or in Quebec as property without an owner, or R.S., c. F-4; 1993, c. 3, s. 2 Farm Products Agencies Act 2001, c. 4, s. 82; 2004, c. 25, s. 140(1)(F) 548 Paragraph 22(1)(h) of the Farm Products Agencies Act is replaced by the following: (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; 2001, c. 4, s. 83; 2004, c. 25, s. 142(1)(F) 549 Paragraph 42(1)(h) of the Act is replaced by the following: (h) acquire or lease and hold, mortgage, hypothecate, sell or otherwise deal with any real property or immovable; R.S., c. F- 11 Financial Administration Act 550 Paragraph 9(3)(b) of the English version of the Financial Administration Act is replaced by the following: (b) to set off or compensate a debt due to His Majesty in right of Canada or a province against any sum of money that may be due or payable by His Majesty in right of Canada. 551 Subsection 20(1) of the Act is replaced by the following: Money received as security 20 (1) When money is received by a public officer from any person to ensure the doing of any act or thing, the public officer shall hold or dispose of the money in accordance with regulations of the Treasury Board. 552 Subsection 29(1) of the Act is replaced by the following: Payment of guarantee or suretyship 29 (1) When a guarantee or suretyship has been given under the authority of Parliament by or on behalf of His Majesty for the payment of any debt or obligation, any amount required to be paid by the terms of the guarantee or suretyship may, subject to the Act authorizing the guarantee or suretyship, be paid out of the Consolidated Revenue Fund. 553 Subsection 38(2) of the Act is replaced by the following: Recovery (2) Any accountable advance or any portion of it that is not repaid, accounted for or recovered in accordance with the regulations may be recovered out of any moneys payable by His Majesty to the person to whom the advance was made or, if the person is deceased, out of any moneys payable by His Majesty to the estate or succession of that person. 2006, c. 9, s. 311(F) 554 Paragraph 41(1)(b) of the French version of the Act is replaced by the following: b) prendre par règlement des mesures touchant les sûretés à fournir à Sa Majesté et au nom de celle-ci en garantie de la bonne exécution des contrats. 2006, c. 9, s. 312 555 The definition funding agreement in subsection 42(4) of the English version of the Act is replaced by the following: funding agreement , in respect of a recipient, means an agreement in writing under which the recipient receives a grant, contribution or other funding from His Majesty in right of Canada or a Crown corporation, either directly or through an agent of His Majesty, including by way of loan, but excludes contracts for the performance of work, the supply of goods or the rendering of services. ( accord de financement ) 1999, c. 26, s. 22 556 Paragraph 46(b) of the Act is replaced by the following: (b) create a security on, or right or interest in, securities of Canada or any other securities held by the Minister. 557 Section 59 of the Act is replaced by the following: Not bound to execute trusts 59 His Majesty and a fiscal agent or registrar acting as such are not bound to see to the execution of any trust to which any securities are subject. 1999, c. 31, s. 113(F) 558 The definition Crown debt in section 66 of the Act is replaced by the following: Crown debt  means any existing or future debt due or becoming due by the Crown, and any other chose in action or incorporeal property in respect of which there is a right of recovery enforceable by action against the Crown; ( créance sur Sa Majesté ) 559 Section 67 of the Act is amended by striking out “and” at the end of paragraph (a), by adding “and” at the end of paragraph (b) and by adding the following after paragraph (b): (c) a Crown debt that is assignable under subsection 68(1) is not to be charged with a hypothec on a claim within the meaning of the civil law of Quebec. 1991, c. 24, s. 49 (Sch. 1, item 2)(E) 560 (1) Paragraphs 68(2)(a) to (c) of the Act are replaced by the following: (a) elsewhere than in Quebec, (i) it is absolute, in writing and signed by the assignor, (ii) it does not purport to be by way of charge only, and (iii) notice of the assignment has been given to the Crown as provided in section 69; or (b) in Quebec, (i) it is irrevocable, (ii) it is in writing and signed by the assignor, and (iii) notice of the assignment has been given to the Crown as provided in section 69. (2) The portion of subsection 68(3) of the English version of the Act before paragraph (a) is replaced by the following: Effect of assignment (3) The assignment referred to in subsections (1) and (2) is effectual in law, subject to all equities or, in Quebec, rights that would have been entitled to priority over the right of the assignee if this section had not been enacted, to pass and transfer, from the date service on the Crown of notice of the assignment is effected, 561 Subsection 69(1) of the English version of the Act is replaced by the following: Notice of assignment 69 (1) The notice referred to in subsection 68(2) is to be given to the Crown by serving on or sending by registered mail to the Receiver General or a paying officer, in prescribed form, notice of the assignment, together with a copy of the assignment and any other prescribed documents completed in the prescribed manner. 1991, c. 24, s. 50, Sch. II, s. 15(F) 562 The definition payment bond in section 72 of the Act is replaced by the following: payment bond  means a bond or suretyship held by the Crown as security for the payment of certain classes of persons who perform labour or services or supply material in connection with a contract between the Crown and a contractor. ( cautionnement ) 563 Section 82 of the English version of the Act is replaced by the following: Books, etc., property of His Majesty 82 All books, papers, accounts and documents kept or used by, or received or taken into the possession of, any officer or person who is or has been employed in the collection or management of the revenue or in accounting for the revenue, by virtue of that employment, belong to His Majesty, and all money or valuable securities received or taken into the possession of that officer or person by virtue of his or her employment are money and valuable securities belonging to His Majesty. 564 The definition action in subsection 83(1) of the French version of the Act is replaced by the following: action Y sont assimilés les droits des membres et les titres de participation détenus dans une personne morale. ( share ) 565 (1) Subsections 90(2) and (3) of the Act are replaced by the following: Transactions requiring Parliamentary authorization (2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of or lease all or substantially all of the assets of the corporation. Transactions requiring Parliamentary authorization (3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of or lease, any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of or leased constitute all or substantially all of the total assets of the group. (2) The portion of paragraph 90(5)(a) of the Act before subparagraph (i) is replaced by the following: (a) a reference to an acquisition, a sale or other disposal or a lease, includes an acquisition, a sale or other disposal or a lease, 566 (1) Paragraph 91(1)(c) of the Act is replaced by the following: (c) acquire or lease all or substantially all of the assets of another corporation; 1991, c. 24, s. 25(2) (2) Subsection 91(2) of the Act is replaced by the following: Transactions requiring Governor in Council authorization (2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of or lease, any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of or leased constitute all or substantially all of the total assets of the group used in that major business or activity. (3) Paragraph 91(3)(b) of the Act is replaced by the following: (b) sell or otherwise dispose of or lease all or substantially all of the assets of the subsidiary. 567 The portion of subsection 92(1) of the Act before subparagraph (c)(i) is replaced by the following: Exceptions 92 (1) Sections 90 and 91 do not apply in respect of (a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only, or the lease of those assets; (b) the acquisition, the sale or other disposal of shares or assets or the lease of assets in the ordinary course of a business of providing financial assistance; (c) the acquisition, the sale or other disposal of shares or assets or the lease of assets, if the acquisition, sale or disposal or lease involves only 568 (1) Paragraph 94(2)(a) of the French version of the Act is replaced by the following: a) la dissolution ou autre forme de disposition d’une filiale à cent pour cent constituée contrairement à l’article 91; (2) Paragraph 94(2)(d) of the Act is replaced by the following: (d) any assets acquired or leased contrary to section 91 be sold or otherwise disposed of or leased, 2009, c. 2, s. 370(1) 569 (1) The portion of subsection 99(2) of the French version of the Act before paragraph (a) is replaced by the following: Cession (2) Sous réserve des articles 90, 91 et 130, ainsi que des autres dispositions du présent article, une société mandataire ne peut vendre ou, d’une façon générale, disposer de biens qu’elle détient, les louer ou les conserver et utiliser le produit de la disposition ou de la location que dans les cas suivants : 2009, c. 2, s. 370(2) (2) The portion of subsection 99(3) of the French version of the Act before paragraph (a) is replaced by the following: Exception (3) Le paragraphe (2) ne s’applique pas à la vente ou à une autre forme de disposition ou à la location de biens par une société mandataire constituée par une loi fédérale si, selon le cas : 2009, c. 2, s. 370(4) (3) Paragraphs 99(4)(a) and (b) of the French version of the Act are replaced by the following: a) prévoir les conditions auxquelles une société mandataire peut louer ou vendre des biens ou en disposer de quelque façon; b) prévoir les circonstances dans lesquelles une société mandataire peut conserver et utiliser, en tout ou en partie, le produit d’une disposition ou d’une location; 2009, c. 2, s. 370(5) (4) Subsection 99(5) of the French version of the Act is replaced by the following: Conditions (5) Le gouverneur en conseil peut assortir le décret visé au paragraphe (2) des conditions qu’il estime indiquées, notamment en ce qui concerne la conservation et l’utilisation de tout ou partie du produit de la disposition ou de la location. 570 (1) Paragraphs 102(1)(b) and (c) of the English version of the Act are replaced by the following: (b) a person held out by the corporation as a director, an officer or an agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, an officer or an agent or mandatary, or (c) a document issued by a director, an officer or an agent or mandatary of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer, agent or mandatary lacked actual authority to issue the document, (2) Subsection 102(4) of the French version of the Act is replaced by the following: Nullité (4) Les actes accomplis par les sociétés d’État, même les transferts de biens, ne sont pas nuls du seul fait qu’elles n’en avaient pas la capacité. 571 Paragraph 116(5)(b) of the English version of the Act is replaced by the following: (b) one relating primarily to his or her remuneration or benefits as a director, an officer, an employee, or an agent or mandatary of the Crown corporation or a subsidiary of the Crown corporation; 572 Section 117 of the English version of the Act is replaced by the following: Avoidance standards 117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he or she has a material interest, is not void, voidable or, in Quebec, null or annullable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his or her interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved. 2009, c. 2, s. 373(1) 573 (1) The portion of subsection 119(1) of the Act before paragraph (a) is replaced by the following: Obligation to indemnify 119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs, assigns or successors, and legal representatives or liquidators of a succession, against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she 2009, c. 2, s. 373(3) (2) The portion of subsection 119(2) of the Act before paragraph (a) is replaced by the following: Entitlement to indemnification (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs, assigns or successors, and legal representatives or liquidators of a succession are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she 2005, c. 30, s. 37 574 (1) Subparagraph 135(2)(b)(ii) of the Act is replaced by the following: (ii) beneficially owns or controls, directly or indirectly through a trustee, a legal representative or, in Quebec, a representative, an agent or mandatary, or another person acting as an intermediary, a material interest in the shares or debt of the Crown corporation or any of its affiliates, or 2005, c. 30, s. 37 (2) Subparagraph 135(2)(b)(iii) of the English version of the Act is replaced by the following: (iii) has been a receiver or sequestrator, a receiver-manager, a liquidator or a trustee in bankruptcy of the Crown corporation or any of its affiliates within two years after the person’s proposed appointment as auditor of the corporation. 575 (1) The portion of subsection 144(1) of the English version of the Act before paragraph (a) is replaced by the following: Right to information 144 (1) On the demand of the auditor or examiner of a Crown corporation, a present or former director, officer, employee, or agent or mandatary of the corporation shall furnish any (2) The portion of subsection 144(1) of the English version of the Act after paragraph (b) is replaced by the following: as the auditor or examiner considers necessary to enable him or her to prepare any report as required by this Division and that the director, officer, employee, or agent or mandatary are reasonably able to furnish. (3) Paragraph 144(2)(a) of the English version of the Act is replaced by the following: (a) obtain from a present or former director, officer, employee, or agent or mandatary of any subsidiary of the corporation any information and explanations that the auditor or examiner considers necessary to enable him or her to prepare any report as required by this Division and that the present or former director, officer, employee, or agent or mandatary are reasonably able to furnish; and 576 (1) The portion of subsection 155(1) of the Act after paragraph (b) is replaced by the following: the appropriate Minister responsible for the recovery or collection of the amount of the indebtedness may authorize the retention of the amount of the indebtedness by way of deduction from, or set-off or compensation against, any sum of money that may be due or payable by His Majesty in right of Canada to the person or the estate or succession of that person. (2) The portion of subsection 155(2) of the English version of the Act after paragraph (b) is replaced by the following: the Minister may require the retention of the amount of the indebtedness by way of deduction from, or set-off or compensation against, any sum of money that may be due and payable by His Majesty in right of Canada to that person, and the amount so deducted, less the portion that in the opinion of the Minister is proportionate to the contribution in respect of it made by Canada, may be paid to the province out of the Consolidated Revenue Fund. 1991, c. 24, s. 46 577 (1) Subsections 156(1) and (2) of the Act are replaced by the following: Acceptance and release of security 156 (1) The appropriate Minister responsible for the recovery or collection of a debt or obligation due or payable to His Majesty or a claim by His Majesty may accept any security in respect of the debt, obligation or claim and may realize on the security, assign or sell His Majesty’s interest or right in it or discharge, release or otherwise dispose of the security or His Majesty’s interest or right in it. Partial disposition (2) The power to dispose of any security or His Majesty’s interest or right in any security under this section may be exercised with respect to any part of the security or the interest or right. 1991, c. 24, s. 46 (2) The portion of subsection 156(3) of the Act before paragraph (a) is replaced by the following: Regulations (3) The Treasury Board may make regulations respecting the acceptance and disposition of security or His Majesty’s interest or right in security under subsection (1), including regulations prescribing 1991, c. 24, s. 46 (3) Paragraph 156(3)(b) of the English version of the Act is replaced by the following: (b) terms and conditions on which security may be accepted or on which security or His Majesty’s interest or right in security may be realized or disposed of. R.S., c. F- 27 Food and Drugs Act 578 Subsection 36(2) of the Food and Drugs Act is replaced by the following: Proof of offence (2) In a prosecution for a contravention described in subsection (1), it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified or has been prosecuted for the offence. R.S., c. H- 6 Canadian Human Rights Act 579 Paragraph 33(2)(f) of the Canadian Human Rights Act is replaced by the following: (f) might disclose legal opinions or advice provided to a government department or body or might violate solicitor-client privilege or the professional secrecy of advocates and notaries or litigation privilege in a matter of government business. 1998, c. 9, s. 27 580 Subsection 50(4) of the French version of the Act is replaced by the following: Restriction (4) Il ne peut admettre en preuve un élément qui, devant les tribunaux judiciaires, serait inadmissible en raison de l’existence d’une immunité en droit de la preuve. 1998, c. 9, s. 27 581 Paragraph 53(2)(e) of the French version of the Act is replaced by the following: e) d’indemniser la victime, jusqu’à concurrence de 20 000 $, pour les souffrances et douleurs découlant de l’acte. 1998, c. 9, s. 31(4)(E) 582 Subsection 60(3) of the English version of the Act is replaced by the following: Prosecution of employer or employee organization (3) A prosecution for an offence under this section may be brought against an employer organization or an employee organization and in the name of the organization and, for the purpose of the prosecution, the organization is deemed to be a person and any act or thing done or omitted by an officer or an agent or mandatary of the organization within the scope of their authority to act on behalf of the organization is deemed to be an act or thing done or omitted by the organization. 583 Subsection 65(1) of the English version of the Act is replaced by the following: Acts of employees, etc. 65 (1) Subject to subsection (2), any act or omission committed by an officer, a director, an employee or an agent or mandatary of any person, association or organization in the course of the employment of the officer, the director, the employee or the agent or mandatary shall, for the purposes of this Act, be deemed to be an act or omission committed by that person, association or organization. R.S., c. I- 21 Interpretation Act 584 Paragraph 19(1)(b) of the English version of the Interpretation Act is replaced by the following: (b) a judge of any court, a notary public, a justice of the peace or a commissioner for taking oaths, having authority or jurisdiction within the place where the oath is administered. 585 Paragraph 21(1)(a) of the Act is replaced by the following: (a) as vesting in the corporation power to sue and be sued, to contract and be contracted with by its corporate name, to have a common seal and to alter or change it at pleasure, to have perpetual succession, to acquire and hold personal or movable property for the purposes for which the corporation is established and to alienate and lease that property at pleasure; 586 (1) The definition personne morale in subsection 35(1) of the French version of the Act is repealed. (2) The definition corporation in subsection 35(1) of the English version of the Act is replaced by the following: corporation  includes a legal person within the meaning of the civil law of Quebec; ( version anglaise seulement ) R.S., c. P- 21 Privacy Act 587 (1) The portion of subsection 67(2) of the Privacy Act before paragraph (a) is replaced by the following: Defamation (2) No action lies in defamation with respect to (2) Paragraphs 67(2)(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation carried out by or on behalf of the Privacy Commissioner under this Act; and (b) any report made in good faith by the Privacy Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. R.S., c. R- 1 Radiation Emitting Devices Act 588 (1) The portion of subsection 14(1) of the Radiation Emitting Devices Act before paragraph (a) is replaced by the following: Contravention of sections 4 to 6 14 (1) Every person who, or whose employee or agent or mandatary, contravenes section 4, 5 or 6 is guilty of an offence and liable (2) The portion of subsection 14(2) of the Act before paragraph (a) is replaced by the following: Contravention of other provisions or regulations (2) Every person who, or whose employee or agent or mandatary, contravenes any provision of this Act other than section 4, 5 or 6, or any regulation, is guilty of an offence and liable 589 Subsection 15(1) of the Act is replaced by the following: Proof of offence 15 (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused whether or not the employee or the agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of, and that all due diligence to prevent its commission was exercised by, the accused. R.S., c. S- 27 Surplus Crown Assets Act 1992, c. 54, s. 82(3) 590 The definition accepted surplus Crown assets in section 2 of the Surplus Crown Assets Act is replaced by the following: accepted surplus Crown assets , in respect of a department or federal body, means surplus Crown assets identified in a notice sent to the department or federal body under subsection 4(2) that have not been deleted from the notice with the authority of the Minister or disposed of or leased under this Act; ( biens désignés ) 1992, c. 54, s. 83 591 (1) Paragraphs 3(1)(a) and (b) of the French version of the Act are replaced by the following: a) soit demander au ministre de prendre à leur égard des mesures d’aliénation ou de disposition, ou d’effectuer toute autre opération, sous le régime de la présente loi; b) soit prendre lui-même de telles mesures ou effectuer lui-même une telle opération, même à titre gratuit, notamment la vente, l’échange, la cession à un autre ministère, la location ou le prêt, sous réserve des conditions fixées par le Conseil du Trésor. 1992, c. 54, s. 83 (2) Subsection 3(2) of the French version of the Act is replaced by the following: Organisme fédéral (2) L’organisme fédéral qui a des biens de surplus de la Couronne peut demander au ministre de prendre à leur égard des mesures d’aliénation ou de disposition, ou d’effectuer toute autre opération, sous le régime de la présente loi. 1992, c. 54, s. 83 (3) Subsection 3(4) of the Act is replaced by the following: Restriction on departments (4) No department shall dispose of or lease any surplus Crown assets otherwise than in accordance with this Act. 1992, c. 54, s. 83 592 Subsection 4(2) of the French version of the Act is replaced by the following: Avis (2) Le ministre, lorsqu’il accepte de prendre à l’égard de certains biens des mesures d’aliénation ou de disposition, ou d’effectuer toute autre opération, en avise le ministère qui lui a présenté la demande. 1992, c. 54, s. 84(1) 593 Paragraph 6(a) of the French version of the Act is replaced by the following: a) prendre à l’égard des biens désignés des mesures d’aliénation ou de disposition, ou effectuer toute autre opération, même à titre gratuit, notamment la vente, l’échange, la location ou le prêt, aux conditions qu’il juge utiles; 1991, c. 50, s. 44; 1992, c. 54, s. 86 594 Sections 19 and 19.1 of the Act are replaced by the following: Deeds, contracts, etc. 19 The Minister or any person generally or specifically authorized by the Minister may execute, or, in Quebec, sign, on behalf of His Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposition of, surplus Crown assets, and when any such document has been executed or, in Quebec, signed, it is valid and binding on His Majesty. Deeds, contracts, etc. 19. 1 The Minister through which a department reports to Parliament or any person so authorized by that Minister may execute, or, in Quebec, sign, on behalf of His Majesty, any bill of sale, contract or other document transferring the ownership of, or otherwise dealing with or relating to the disposal of or dealing with, surplus Crown assets under paragraph 3(1)(b), and when any such document has been executed or, in Quebec, signed, it is valid and binding on His Majesty. 1992, c. 54, s. 87 595 Paragraph 20(a) of the Act is replaced by the following: (a) by order, confer on the Minister additional powers and duties with respect to the disposal or lease of accepted surplus Crown assets; and R.S., c. V- 2 Visiting Forces Act 2001, c. 4, s. 172 596 The portion of paragraph 15(b) of the Visiting Forces Act before subparagraph (i) is replaced by the following: (b) elsewhere in Canada, R.S., c. 24 (3rd Supp.), Part III Hazardous Materials Information Review Act 597 Subsection 49(2) of the English version of the Hazardous Materials Information Review Act is replaced by the following: Officers, etc., of corporations (2) If a corporation commits an offence under subsection (1), any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. R.S., c. 31 (4th Supp.) Official Languages Act 598 Subsection 75(2) of the Official Languages Act is replaced by the following: Defamation (2) No action lies in defamation with respect to (a) anything said, any information supplied or any document or thing produced in good faith in the course of an investigation by or on behalf of the Commissioner under this Act; and (b) any report made in good faith by the Commissioner under this Act and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. R.S., c. 44, (4th Supp.); 2006, c. 9, s. 66 Lobbying Act 2003, c. 10, s. 3(2) 599 Paragraphs 4(2)(b) and (c) of the French version of the Lobbying Act are replaced by the following: b) communication orale ou écrite, faite par une personne pour le compte d’une autre personne ou organisation au titulaire d’une charge publique portant sur l’exécution, l’interprétation ou l’application, par celui-ci, d’une loi fédérale ou d’un règlement d’application de celle-ci à l’égard de cette autre personne ou organisation; c) communication orale ou écrite, faite par une personne pour le compte d’une autre personne ou organisation au titulaire d’une charge publique et qui se limite à une demande de renseignements. R.S., c. 49 (4th Supp.) Canadian Centre on Substance Abuse Act 600 Paragraph 4(i) of the Canadian Centre on Substance Abuse Act is replaced by the following: (i) acquire any property, money or securities by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of them subject to the terms of the acquisition. 601 Section 20 of the English version of the Act is replaced by the following: Staff 20 The Centre may employ or engage any officers, employees and agents or mandataries that it considers necessary for the proper conduct of the work of the Centre. 602 Paragraph 25(e) of the English version of the Act is replaced by the following: (e) the employment or engagement and the remuneration, expenses and duties of officers, employees and agents or mandataries. 603 Section 28 of the English version of the Act is replaced by the following: Profits 28 Subject to any by-law of the Board providing for the payment of expenses to the members of the Board or to members of any committees appointed under section 24, and to any by-law providing for the payment of remuneration and expenses to the officers, the employees and the agents or mandataries of the Centre, any profits or accretions to the value of the property of the Centre are to be used to further the activities of the Centre and no part of the property or profits of the Centre is to be distributed, directly or indirectly, to any member of the Board. 1987, c. 19 Bell Canada Act 2001, c. 4, s. 62 604 Subsection 14(1) of the French version of the Bell Canada Act is replaced by the following: Dépôt auprès du Registraire général 14 (1) Dans la province de Québec, les actes constitutifs d’hypothèque et, ailleurs au Canada, les actes de fiducie créant des hypothèques, charges ou grèvements, sur la totalité ou une partie des biens de la Compagnie, présents ou futurs, qui peuvent y être désignés, les actes de cession et les autres actes ou instruments affectant de quelque manière que ce soit ces hypothèques ou garanties doivent être déposés au bureau du Registraire général du Canada et avis de ce dépôt doit être donné sans délai dans la Gazette du Canada . 1990, c. 3 Museums Act 605 (1) The portion of subsection 6(1) of the Museums Act before paragraph (a) is replaced by the following: Capacity and powers 6 (1) In furtherance of its purposes, the National Gallery of Canada has, subject to this Act, the capacity of a natural person and, elsewhere than in Quebec, the rights, powers and privileges of a natural person. In particular, the National Gallery of Canada may (2) Paragraph 6(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of works of art and other museum material in its collection and use any revenue obtained from that disposal to further its collection; (3) Paragraph 6(1)(l) of the French version of the Act is replaced by the following: l) acquérir des biens, notamment par don ou par legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et en disposer; 606 (1) The portion of subsection 12(1) of the Act before paragraph (a) is replaced by the following: Capacity and powers 12 (1) In furtherance of its purpose, the Canadian Museum of Nature has, subject to this Act, the capacity of a natural person and, elsewhere than in Quebec, the rights, powers and privileges of a natural person. In particular, the Canadian Museum of Nature may (2) Paragraph 12(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of natural history objects and other museum material, other than primary type specimens, in its collection and use any revenue obtained from that disposal to further its collection; (3) Paragraph 12(1)(s) of the French version of the Act is replaced by the following: s) acquérir des biens, notamment par don ou par legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et en disposer; 607 (1) The portion of subsection 15(1) of the Act before paragraph (a) is replaced by the following: Capacity and powers 15 (1) In furtherance of its purpose, the National Museum of Science and Technology has, subject to this Act, the capacity of a natural person, and, elsewhere than in Quebec, the rights, powers and privileges of a natural person. In particular, the National Museum of Science and Technology may (2) Paragraph 15(1)(c) of the Act is replaced by the following: (c) sell, exchange, give away, destroy or otherwise dispose of scientific and technological objects and other museum material in its collection and use any revenue obtained from that disposal to further its collection; (3) Paragraph 15(1)(m) of the French version of the Act is replaced by the following: m) acquérir des biens, notamment par don ou par legs, les détenir en fiducie ou autrement, les employer, investir ou gérer et en disposer; 608 Paragraphs 22(b) to (d) of the English version of the Act are replaced by the following: (b) prescribing the powers, duties and functions of the Board, any committee established by or under a by-law of the museum and of the Chairperson, the Vice-Chairperson, the Director, the trustees, the officers, the employees and the agents or mandataries of the museum; (c) respecting the delegation or sub-delegation of any power, duty or function of the Board to any committee established by or under a by-law of the museum or to the Chairperson, Vice-Chairperson or Director of the museum or a trustee, an officer, an employee or an agent or mandatary of the museum; (d) prescribing conflict of interest rules for the trustees, the committee members, the officers, the employees and the agents or mandataries of the museum; 2003, c. 22, par. 224( z.51 )(E) 609 Subsections 24(1) and (2) of the English version of the Act are replaced by the following: Staff 24 (1) Each museum may engage the officers, the employees, the agents or mandataries and the technical and professional advisers that it considers necessary for the proper conduct of its activities and may fix the terms and conditions of their engagement. Not part of public service (2) Subject to subsections (3) to (5), the trustees, the officers, the employees and the agents or mandataries of a museum are not part of the federal public administration. 610 Subsection 27(4) of the Act is replaced by the following: Disposal of property (4) Despite subsection 99(3) of the Financial Administration Act , subsection 99(2) of that Act applies to each museum with respect to the sale or other disposal of real property or immovables. 611 Section 31 of the Act is replaced by the following: Transfer of property 31 The Governor in Council may, by order, vest the administration and control of any real property or immovable that is assigned to or vested in a Minister of His Majesty in right of Canada or a department or Crown corporation as defined in the Financial Administration Act in a museum, and from the date specified in the order, the administration and control is vested in that museum. 1990, c. 22 Plant Protection Act 612 Subsection 44(2) of the English version of the Plant Protection Act is replaced by the following: Persons liable (2) The fees, charges and costs are recoverable jointly and severally, or solidarily, from the owner or occupier of the place or the owner of the thing and from the person having the possession, care or control of it immediately before its inspection, treatment, testing, analysis, quarantine, storage, removal, return or disposal or, in the case of a thing seized, confiscated, forfeited, detained or disposed of under this Act or the regulations, immediately before its seizure, confiscation, forfeiture, detention or disposal. 1991, c. 22 Farm Income Protection Act 2007, c. 35, s. 159 613 Subsections 15.1(6) and (7) of the English version of the Farm Income Protection Act are replaced by the following: No assignments, etc. (6) Except for the purposes of the Agricultural Marketing Programs Act , an amount in a Net Income Stabilization Account of a producer may not be assigned or given as security, and any transaction that purports to do so is void or, in Quebec, null to that extent. Exemption from attachment, etc. (7) An amount in a Net Income Stabilization Account of a producer is exempt from attachment, seizure, garnishment and execution, except if a producer has the status of a bankrupt or if the attachment, seizure, garnishment or execution is for the purpose of satisfying the provisions of an agreement or court order relating to separation or divorce that provides for the division of the Account into separate Net Income Stabilization Accounts. 1991, c. 50; 2001, c. 4, s. 10 Federal Real Property and Federal Immovables Act 2001, c. 4, s. 11(3)(E) 614 (1) Paragraph (a) of the definition interest in section 2 of the Federal Real Property and Federal Immovables Act is replaced by the following: (a) in relation to land within Canada elsewhere than in the province of Quebec, any estate, right, title or interest in or to the land, and includes an easement, a servitude and a lease, and 2001, c. 4, s. 11(3)(E) (2) The definition real property in section 2 of the Act is replaced by the following: real property  means land within Canada elsewhere than in the province of Quebec, and land outside Canada, including mines and minerals, and buildings, structures, improvements and other fixtures on, above or below the surface of the land, and includes an interest therein. ( biens réels ) 1992, c. 33 Status of the Artist Act 615 Paragraph 57(2)(b) of the English version of the Status of the Artist Act is replaced by the following: (b) not exceeding fifty thousand dollars, in the case of an officer, employee, director, advisor or agent or mandatary of a certified artists’ association or director, advisor or agent or mandatary of a producer; or 616 Paragraph 58(2)(b) of the English version of the Act is replaced by the following: (b) any act or thing done or omitted to be done by an officer or an agent or mandatary of an artists’ association or an association of producers within the scope of the authority of the officer or the agent or mandatary is deemed to be an act or thing done or omitted to be done by the association. 1992, c. 47 Contraventions Act 1996, c. 7, s. 1(3) 617 The definition Attorney General in section 2 of the Contraventions Act is replaced by the following: Attorney General  means the Attorney General of Canada or the Attorney General of a province, and includes a counsel or an agent or mandatary exercising any of the powers or performing any of the duties and functions of the Attorney General for the purposes of the applicable laws of a province or this Act, as the case may be; ( procureur général ) 1996, c. 7, s. 37 618 The portion of subsection 65.2(2) of the English version of the Act before paragraph (a) is replaced by the following: Particular agreements (2) The Minister may enter into an agreement with the government of a province or with any provincial, municipal or local authority or any representative of that government or authority respecting, in particular, any of the following matters: 1995, c. 11 Department of Canadian Heritage Act 619 Subparagraphs 7(b)(i) and (ii) of the Department of Canadian Heritage Act are replaced by the following: (i) acquire or seek to acquire any property by way of gift, bequest or otherwise, and (ii) subject to the Surplus Crown Assets Act and to the terms and conditions on which the property was acquired, hold, administer, invest, expend, sell, exchange or otherwise dispose of or lease that property; and 1995, c. 40 Agriculture and Agri-Food Administrative Monetary Penalties Act 620 Subsection 20(2) of the English version of the Agriculture and Agri-Food Administrative Monetary Penalties Act is replaced by the following: Vicarious liability — employees and agents or mandataries (2) A person is liable for a violation that is committed by any employee or any agent or mandatary of the person acting in the course of the employee’s employment or the scope of the authority of the agent or mandatary, whether or not the employee or the agent or mandatary who actually committed the violation is identified or proceeded against in accordance with this Act. 1997, c. 6 Canadian Food Inspection Agency Act 621 Paragraphs 30(a) and (a.1) of the Canadian Food Inspection Agency Act are replaced by the following: (a) payments for the sale, exchange, transfer or other disposition of, or for the lease or loan of, personal or movable property; (a.1) payments for the sale, transfer, or other disposition of, or for the lease of, real or immovable property; 1997, c. 13; 2018, c. 9, s. 2 Tobacco and Vaping Products Act 622 Section 54 of the English version of the Tobacco and Vaping Products Act is replaced by the following: Proof of offence 54 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused and that the accused exercised all due diligence to prevent its commission. 623 Paragraph 59(d) of the English version of the Act is replaced by the following: (d) directing the offender to post a bond, provide a suretyship or pay into court an amount of money that will ensure compliance with an order made under this section; 1997, c. 20 Agricultural Marketing Programs Act 624 Section 38 of the English version of the Agricultural Marketing Programs Act is replaced by the following: Prosecution of partnership 38 (1) A prosecution under this Act against a partnership may be brought in the name of the partnership and, for the purpose of the prosecution, the partnership is deemed to be a person. Anything done or omitted by a partner or an agent or mandatary of the partnership within the scope of their authority to act on behalf of the partnership is deemed to have been done or omitted by the partnership. Officers, etc., of corporations or partnerships (2) If a corporation or partnership commits an offence under this Act, whether or not it has been prosecuted or convicted, any officer, director, partner or agent or mandatary of the corporation or partnership who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable to the punishment provided for the offence. 625 Subsection 48(2) of the English version of the Act is replaced by the following: References (2) Every reference to the Board in any deed, contract or other document executed or, in Quebec, signed by the Board in its own name is to be read as a reference to His Majesty, unless the context requires otherwise. 1997, c. 33 Anti-Personnel Mines Convention Implementation Act 626 Section 22 of the Anti-Personnel Mines Convention Implementation Act is replaced by the following: Forfeiture 22 (1) If a person is convicted of an offence under this Act, the convicting court may, in addition to any punishment imposed, order that any thing seized by means of which or in respect of which the offence was committed be forfeited. On the making of that order, the thing is forfeited to His Majesty in right of Canada and may be disposed of or leased as the Minister directs. Exception (2) Subsection (1) does not apply to real property or immovables other than real property or immovables built or significantly modified for the purpose of facilitating the commission of an offence under this Act. 1999, c. 23 Foreign Publishers Advertising Services Act 627 Section 11 of the English version of the Foreign Publishers Advertising Services Act is replaced by the following: Offences by corporate officers, etc. 11 If a corporation commits an offence under this Act, any officer, any director or any agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted. 628 Section 12 of the Act is replaced by the following: Offences by employees or agents or mandataries 12 In a prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or the agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused and that the accused exercised all due diligence to prevent its commission. 2002, c. 28 Pest Control Products Act 629 Subsection 70(1) of the English version of the Pest Control Products Act is replaced by the following: Officers, etc., of corporations 70 (1) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on conviction to the punishment provided for the offence, whether or not the corporation has been prosecuted or convicted. 630 Paragraph 77(1)(f) of the English version of the Act is replaced by the following: (f) directing the offender to post a bond, provide a suretyship or pay into court an amount of money that the court considers appropriate to ensure compliance with any condition required under this section; 2005, c. 46 Public Servants Disclosure Protection Act 631 Subsection 13(2) of the Public Servants Disclosure Protection Act is replaced by the following: Exception (2) Nothing in this Act authorizes a public servant to disclose to the Commissioner a confidence of the King’s Privy Council for Canada in respect of which subsection 39(1) of the Canada Evidence Act applies or any information that is subject to solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege. The Commissioner may not use the confidence or information if it is disclosed. 2006, c. 9, s. 203 632 Subsection 25.1(9) of the English version of the Act is replaced by the following: Relationship (9) The relationship between the public servant or person to whom access to legal advice is provided under this section and the legal counsel providing the advice is that of solicitor and client or, in Quebec, advocate and client. 633 Subsection 30(1) of the Act is replaced by the following: Exception 30 (1) Sections 28 and 29 do not apply in respect of a confidence of the King’s Privy Council for Canada in respect of which subsection 39(1) of the Canada Evidence Act applies or information that is subject to solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege. The Commissioner may not use the confidence or information if it is nevertheless received under section 28 or 29. 634 Subsection 33(2) of the Act is replaced by the following: Restriction (2) The Commissioner may not, in the course of an investigation commenced under subsection (1), use a confidence of the King’s Privy Council for Canada in respect of which subsection 39(1) of the Canada Evidence Act applies, or information that is subject to solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege, if the confidence or information is disclosed to the Commissioner. 635 (1) The portion of section 47 of the Act before paragraph (a) is replaced by the following: Defamation 47 No action in defamation lies with respect to (2) Paragraphs 47(a) and (b) of the English version of the Act are replaced by the following: (a) anything said, any information supplied or any document or thing produced in the course of an investigation under this Act by or on behalf of the Commissioner if it was said, supplied or produced in good faith; and (b) any report under this Act made in good faith by the Commissioner and any fair and accurate account of the report made in good faith in a newspaper or any other periodical publication or in a broadcast. 636 Paragraph 49(1)(b) of the Act is replaced by the following: (b) is subject to solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege; 2006, c. 9, s. 2 Conflict of Interest Act 637 The portion of the definition exempt assets in section 20 of the Conflict of Interest Act before paragraph (a) is replaced by the following: exempt assets  means assets and interests or rights in assets for the private use of public office holders and the members of their family and assets that are not of a commercial character, including the following: 638 Subsection 35(1) of the Act is replaced by the following: Prohibition on contracting 35 (1) No former reporting public office holder shall enter into a contract for services or of enterprise with, accept an appointment to a board of directors of, or accept an offer of employment with, an entity with which he or she had direct and significant official dealings during the period of one year immediately before his or her last day in office. 639 Subparagraph 51(2)(b)(iii) of the Act is replaced by the following: (iii) information that is subject to solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege, Coordinating Amendments 2005, c. 54 640 (1) In this section, other Act means An Act to amend certain Acts in relation to financial institutions , chapter 54 of the Statutes of Canada, 2005. (2) If subsection 27(2) of the other Act comes into force before section 26 of this Act, then that section 26 is deemed never to have come into force and is repealed. (3) If subsection 27(2) of the other Act comes into force on the same day as section 26 of this Act, then that section 26 is deemed to have come into force before that subsection 27(2). (4) If subsection 239(2) of the other Act comes into force before section 266 of this Act, then that section 266 is deemed never to have come into force and is repealed. (5) If subsection 239(2) of the other Act comes into force on the same day as section 266 of this Act, then that section 266 is deemed to have come into force before that subsection 239(2). (6) If subsection 322(2) of the other Act comes into force before section 355 of this Act, then that section 355 is deemed never to have come into force and is repealed. (7) If subsection 322(2) of the other Act comes into force on the same day as section 355 of this Act, then that section 355 is deemed to have come into force before that subsection 322(2). (8) If subsection 392(2) of the other Act comes into force before section 409 of this Act, then that section 409 is deemed never to have come into force and is repealed. (9) If subsection 392(2) of the other Act comes into force on the same day as section 409 of this Act, then that section 409 is deemed to have come into force before that subsection 392(2). 2007, c. 6 641 On the first day on which both subsection 28(1) of An Act to amend the law governing financial institutions and to provide for related and consequential matters , chapter 6 of the Statutes of Canada, 2007, and subsection 77 (6) of this Act are in force, paragraph 427(4)(a) of the English version of the Bank Act is replaced by the following: (a) the rights and powers of the bank in respect of property covered by the security are void as against or, in Quebec, may not be set up against, creditors of the person giving the security and persons who, subsequently and in good faith, purchase, or take a mortgage or hypothec on, the property covered by the security unless a notice of intention was provided to the bank by the person giving the security and registered by the bank in the system of registration not more than three years immediately before the security was given; 2018, c. 12 642 (1) In this section, other Act means the Budget Implementation Act, 2018, No. 1 . (2) If section 311 of the other Act comes into force before section 449 of this Act, then (a) that section 449 is deemed never to have come into force and is repealed; (b) the portion of paragraph 411(1)(a) of the English version of the Trust and Loan Companies Act before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraph 411(2)(a) of the English version of the Trust and Loan Companies Act is replaced by the following: (a) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 411.1 of the English version of the Trust and Loan Companies Act is replaced by the following: Regulations 411. 1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (3) If section 449 of this Act comes into force before section 311 of the other Act, then the English version of that section 311 is amended by (a) replacing the portion of the paragraph 411(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraph 411(2)(a) that it enacts with the following: (a) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 411.1 that it enacts with the following: Regulations 411. 1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (4) If section 311 of the other Act comes into force on the same day as section 449 of this Act, then that section 311 is deemed to have come into force before that section 449 and subsection (2) applies as a consequence. (5) If section 314 of the other Act comes into force before section 504 of this Act, then (a) that section 504 is deemed never to have come into force and is repealed; and (b) paragraph 483(1)(c) of the English version of the Trust and Loan Companies Act is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (6) If section 314 of the other Act and section 504 of this Act come into force on the same day, then that section 504 is deemed to have come into force before that section 314. (7) If section 317 of the other Act comes into force before section 69 of this Act, then (a) that section 69 is deemed never to have come into force and is repealed; (b) the portion of paragraph 411(1)(a) of the English version of the Bank Act before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 411(2)(a) to (c) of the English version of the Bank Act are replaced by the following: (a) respecting the disclosure of the name of the person for whom a bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 411.1 of the English version of the Bank Act is replaced by the following: Regulations 411. 1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (8) If section 69 of this Act comes into force before section 317 of the other Act, then the English version of that section 317 is amended by (a) replacing the portion of the paragraph 411(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 411(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom a bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 411.1 that it enacts with the following: Regulations 411. 1 The Governor in Council may, for the purposes of section 409 and subsection 411(1), make regulations respecting what a bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (9) If section 317 of the other Act comes into force on the same day as section 69 of this Act, then that section 317 is deemed to have come into force before that section 69 and subsection (7) applies as a consequence. (10) If section 320 of the other Act comes into force before section 505 of this Act, then (a) that section 505 is deemed never to have come into force and is repealed; (b) paragraph 495(1)(c) of the English version of the Bank Act is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (11) If section 320 of the other Act and section 505 of this Act come into force on the same day, then that section 505 is deemed to have come into force before that section 320. (12) If section 325 of the other Act comes into force before section 106 of this Act, then (a) that section 106 is deemed never to have come into force and is repealed; (b) the portion of paragraph 543(1)(a) of the English version of the Bank Act before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 543(2)(a) to (c) of the English version of the Bank Act are replaced by the following: (a) respecting the disclosure of the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which an authorized foreign bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 543.1 of the English version of the Bank Act is replaced by the following: Regulations 543. 1 The Governor in Council may, for the purposes of section 538 and subsection 543(1), make regulations respecting what an authorized foreign bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (13) If section 106 of this Act comes into force before section 325 of the other Act, then the English version of that section 325 is amended by (a) replacing the portion of the paragraph 543(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 543(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom an authorized foreign bank is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by an authorized foreign bank when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which an authorized foreign bank may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 543.1 that it enacts with the following: Regulations 543. 1 The Governor in Council may, for the purposes of section 538 and subsection 543(1), make regulations respecting what an authorized foreign bank is prohibited from doing when acting as an agent or mandatary or when making referrals. (14) If section 325 of the other Act comes into force on the same day as section 106 of this Act, then that section 325 is deemed to have come into force before that section 106 and subsection (12) applies as a consequence. (15) If section 330 of the other Act comes into force before section 302 of this Act, then (a) that section 302 is deemed never to have come into force and is repealed; (b) the portion of paragraph 442(1)(a) of the English version of the Insurance Companies Act before subparagraph (i) is replaced by the following: (a) act as agent or mandatary for any person in respect of (c) paragraphs 442(2)(a) to (c) of the English version of the Insurance Companies Act are replaced by the following: (a) respecting the disclosure of the name of the person for whom a company is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a company when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (d) section 442.1 of the English version of the Insurance Companies Act is replaced by the following: Regulations 442. 1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (16) If section 302 of this Act comes into force before section 330 of the other Act, then the English version of that section 330 is amended by (a) replacing the portion of the paragraph 442(1)(a) that it enacts before subparagraph (i) with the following: (a) act as agent or mandatary for any person in respect of (b) replacing the paragraphs 442(2)(a) to (c) that it enacts with the following: (a) respecting the disclosure of the name of the person for whom a company is acting as agent or mandatary under subsection (1); (b) respecting the disclosure of any commission being earned by a company when acting as agent or mandatary under subsection (1); (c) respecting the circumstances in which a company may act as an agent or mandatary, enter into an arrangement or refer a person under subsection (1); and (c) replacing the section 442.1 that it enacts with the following: Regulations 442. 1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or mandatary or when making referrals. (17) If section 330 of the other Act comes into force on the same day as section 302 of this Act, then that section 330 is deemed to have come into force before that section 302 and subsection (15) applies as a consequence. (18) If section 333 of the other Act comes into force before section 506 of this Act, then (a) that section 506 is deemed never to have come into force and is repealed; and (b) paragraph 528(1)(c) of the English version of the Insurance Companies Act is replaced by the following: (c) consists of a written contract with the related party for the purpose of having either of them act as an agent or mandatary or make referrals; (19) If section 333 of the other Act and section 506 of this Act come into force on the same day, then that section 506 is deemed to have come into force before that section 333. (20) If section 334 of the other Act comes into force before subsection 323 (2) of this Act, then (a) that subsection 323 (2) is deemed never to have come into force and is repealed; (b) the portion of paragraph 542(2)(d) of the English version of the Insurance Companies Act before subparagraph (i) is replaced by the following: (d) subject to the regulations, act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by (c) paragraph 542(6)(c) of the English version of the Insurance Companies Ac t is replaced by the following: (c) respecting what a society is prohibited from doing when acting as an agent or mandatary or when making referrals. (21) If subsection 323 (2) of this Act comes into force before section 334 of the other Act, then the English version of that section 334 is amended by (a) replacing the portion of the paragraph 542(2)(d) that it enacts before subparagraph (i) with the following: (d) subject to the regulations, act as an agent or mandatary for a person, or enter into any other arrangement with a person, in respect of the provision of a service by (b) replacing the paragraph 542(6)(c) that it enacts with the following: (c) respecting what a society is prohibited from doing when acting as an agent or mandatary or when making referrals. (22) If section 334 of the other Act comes into force on the same day as subsection 323 (2) of this Act, then that section 334 is deemed to have come into force before that subsection 323 (2) and subsection (20) applies as a consequence.