C-41 - Trust Companies Act

À jour au 1^er avril 1999

Ce document a valeur officielle.

chapter C-41

Trust Companies Act

Chapter C-41 is replaced by the Act respecting trust companies and savings companies (chapter S-29.01). (1987, c. 95, s. 410).

1987, c. 95, s. 410.

DIVISION I INTERPRETATION

1. The sections of this act shall apply to all registered companies whenever according to their context such provisions refer to a registered company.

R. S. 1964, c. 287, s. 1.

2. Except where the contrary is expressly declared or is implied from the context, the following expressions, terms and words shall have, in this act, the sense and meaning given them by this section:

(1)  The words “head office” mean the place where the principal administrative officers of a trust company habitually carry on the company’s business;

(2)  The words “principal office in Québec” mean the place where the chief agent of an extra-provincial or foreign trust company habitually carries on the company’s business;

(3)  The word “company”, when applied to a trust company, means a trust company incorporated in virtue of the laws of Québec or of the laws of the former province of Lower Canada or of the former province of Canada, and carrying on the kind of business mentioned in paragraph 7 of this section, in virtue of the act or of the letters patent incorporating it;

(4)  The words “extra-provincial company” mean a trust company incorporated in virtue of the laws of the Dominion of Canada or of some province of Canada, other than Québec;

(5)  The words “foreign company” mean a trust company incorporated by a country other than Canada or one of its provinces;

(6)  The words “registered company” mean a trust company registered in virtue of this act;

(7)  The words “trust company” mean a provincial, extra-provincial or foreign company authorized to act as tutor, subrogate-tutor, curator to the property, liquidator, receiver, judicial adviser, judicial guardian, sequestrator, testamentary executor, trustee, trustee for the holders of bonds or debentures, agent for the winding up of business in general, the administration of successions and of moveable or immoveable property, or possessing all or one or more of the powers hereinabove mentioned or other like powers, which, in addition, may be authorized by its charter:

(a)  To accept, fulfil and execute all legal trusts which may be assigned it with its consent by any person or corporation, or by any court of justice acting within its jurisdiction;

(b)  To act in general in the name of principals or in its own name on account of principals, as agent or attorney for the transaction of all kinds of business, the sale, purchase or management of immoveable property, the erection of buildings, the investment and collection of moneys, rents, interest, dividends, hypothecs, bonds, notes, bills of exchange and other securities, and also for the purposes of registering, issuing and countersigning transfers and certificates of shares, bonds, debentures or other obligations, and to receive and manage any sinking-fund established to pay them off;

(c)  To receive as agent or depositary all sorts of moveable property or documents whatsoever for safe-keeping, and to manage the business in connection therewith;

(d)  To make, in the name of principals or in its own name on account of principals, investments either by the acquisition of moveable or immoveable property, or of debts or other securities, or by lending money, with power to take such security for the payment of any investment as the law allows;

(e)  To guarantee any investment made by the company or otherwise, and the payment of the capital or interest thereof or both;

(f)  To buy and sell shares, bonds or debentures secured by hypothec or otherwise, and to invest moneys therein;

(g)  To guarantee the title and the peaceful enjoyment of any property, either absolutely or subject to conditions and restrictions, and to warrant all persons interested therein or to be interested therein, or possessing or intending to buy or acquire any immoveable property, against all loss, actions, proceedings or demands by reason of insufficiency, imperfection or want of title or as regards existing impediments, charges or rights;

(h)  To examine or audit the books, accounts and financial statements of corporations, partnerships or persons, and to report thereon, when required or authorized so to do by such corporations, partnerships or persons, and also, when required so to do by order of a court of competent jurisdiction;

(i)  To become judicial sureties for the benefit of parties obliged to give such security, and extra-judicial sureties for the faithful performance of any contract between any persons or corporations;

(j)  To fix generally and to collect or receive, for its services rendered or to be rendered, any agreed or reasonable remuneration over and above ordinary legal expenses;

(k)  To make and execute all contracts and instruments generally necessary for the performance of the functions which may be conferred upon it within the above limits;

(8)  The word “paid-up”, when applied to a share or to stock, means a share or stock paid in full and subject to no further responsibility actual or contingent towards the company;

(9)  (Paragraph repealed).

R. S. 1964, c. 287, s. 2; 1966-67, c. 72, s. 23; 1974, c. 67, s. 1; 1975, c. 76, s. 11; 1977, c. 5, s. 14; 1981, c. 9, s. 24; 1983, c. 54, s. 28.

DIVISION II APPLICATION OF COMPANIES ACT

3. (1)  The provisions of Part II of the Companies Act (chapter C-38) shall apply to companies incorporated by the Legislature of Québec, saving any special provisions of this act or of any individual charter.

(2)  The provisions of Part I of the Companies Act shall apply to the trust companies incorporated by letters patent issued under any law of Québec, excepting the special provisions of this act.

R. S. 1964, c. 287, s. 3; 1968, c. 9, s. 90; 1969, c. 26, s. 77.

DIVISION III INCORPORATION

4. The Government may, by letters patent under the great seal, grant, after having obtained the opinion of the Inspector General of Financial Institutions, a charter to any number of persons not less than nine who apply therefor by petition in order to obtain the powers or some of the powers mentioned in paragraph 7 of section 2.

R. S. 1964, c. 287, s. 4; 1982, c. 52, s. 142.

5. Before the issuing of the letters patent, it must be established to the satisfaction of the Government:

(1)  That it is expedient, as being for the convenience of the public, that there should be a trust company or an additional trust company in the place where the proposed company will have its head office;

(2)  That the petitioners have the qualifications necessary for performing the duties of a trust company, so as to command the confidence of the public;

(3)  That the proposed company has a subscribed and paid-up capital stock of at least $1 000 000 divided into common shares of a par value of at least $1 each, the amount of which has been paid into a bank in cash by the subscribers of such capital in trust for the company;

(4)  That each subscriber has paid with his own money his share of the paid-up capital in proportion to the number of shares for which he has subscribed;

(5)  That each petitioner is the holder in his own name and for his own behalf of shares in the proposed company of a total par value of at least $1 000.

R. S. 1964, c. 287, s. 5; 1965 (1st sess.), c. 74, s. 1; 1974, c. 67, s. 2.

6. A company shall not increase or decrease its capital stock or subdivide its existing shares into shares of a smaller amount nor otherwise alter its capital stock without the approval of the Government. Before giving its approval, the Government shall obtain the opinion of the Inspector General.

However, such alteration shall not have the effect of reducing the common paid-up capital stock to an amount less than a total par value of $1 000 000.

In the case of paid-up shares the company may issue stock certificates upon such conditions as may be, from time to time, determined, showing that the bearer has a right to the shares therein mentioned, and it may provide, by means of coupons or otherwise, for the future dividends on the shares mentioned in the certificate.

R. S. 1964, c. 287, s. 6; 1974, c. 67, s. 3; 1982, c. 52, s. 143.

DIVISION IV GENERAL POWERS

7. (1)  Subject to any provisions to the contrary contained in a special charter, no company may contract loans by taking deposits or by issuing bonds. It may nevertheless borrow money by issuing subordinated notes or by accepting subordinated shareholder loans, for the purposes and according to the terms and conditions provided in the regulations made by the Government. However, the Minister may, according to the circumstances and after having obtained the opinion of the Inspector General, impose upon a particular company terms and conditions restricting such borrowing power.

“Subordinated note” means, for the purposes of this subsection, a title of indebtedness that by its terms provides that the indebtedness evidenced by it shall, in the event of the insolvency or winding-up of the company, rank:

(a)  after the other debts of the company;

(b)  equally with the other subordinated notes issued by it;

(c)  before the subordinated shareholder loans.

“Subordinated shareholder loan” means, for the purposes of this subsection, a loan for a fixed term granted to the company by one of its shareholders or by a person who controls one of its shareholders and stipulating that in the event of the insolvency or winding-up of the company, the loan shall rank equally with other similar loans but be subordinate to all other debts.

(2)  Whenever money is entrusted to a company for the bona fide purpose of having such money invested by the company in its capacity of trustee or agent, the fact of the company guaranteeing the payment of such money or of the interest thereon at an agreed rate of interest at fixed dates shall not constitute a loan or an issue of bonds or debentures forbidden by subsection 1 of this section.

(3)  A company may, however, borrow or issue bonds or debentures to an amount of not more than seventy-five per cent of its paid-up capital, in order to erect buildings for its own use, in whole or in part.

R. S. 1964, c. 287, s. 7; 1974, c. 67, s. 4; 1982, c. 52, s. 144.

8. A registered company may invest money which it holds in one of the capacities mentioned in paragraph 7 of section 2, in the manner authorized by articles 981o and following of the Civil Code.

The powers provided in this section shall also be subject to the following restrictions:

(1)  A company shall not make any loan out of the moneys which it holds in any of the capacities mentioned in paragraph 7 of section 2:

(a)  to a member of its board of directors, or to the spouse or child of such member;

(b)  to a shareholder who owns more than twenty-five per cent of the company’s shares and, if such shareholder is an individual, to the spouse or child of such shareholder;

(c)  to a corporation directly or indirectly controlled by the persons contemplated in sub-paragraph a or b, or by one or more of them.

(2)  A company shall not acquire or hold shares, bonds or other evidences of indebtedness of a corporation to which it may not make a loan under paragraph 1.

R. S. 1964, c. 287, s. 8; 1965 (1st sess.), c. 74, s. 2; 1966-67, c. 82, s. 3.

9. The directors of a registered company who have authorized or approved an investment which is not in accordance with the provisions of section 8 shall, ipso facto and without other evidence of fault, be jointly and severally liable for the losses resulting from such investment.

1965 (1st sess.), c. 74, s. 3.

10. A registered company may, when it deems expedient, invest in its own name the shares which it holds in one of the capacities mentioned in paragraph 7 of section 2, as well as its own money, in a single hypothec or security authorized by section 8, but in such case it must make special entries in its books so as to assign to each trust, person or corporation interested, his or its proper share in such investment.

The part of the moneys so invested in the name of the registered company and which does not belong to it shall not be liable for the debts or obligations of the company.

R. S. 1964, c. 287, s. 9.

11. A registered company may also invest moneys belonging to persons, firms or corporations having the right to freely dispose of their property, in the manner mentioned in the instrument creating the trust or the agency. In default of such provisions in the instrument of trust or agency, sections 8 and 10 shall apply.

R. S. 1964, c. 287, s. 10.

12. The directors of a company may delegate by by-law, as they may think proper, certain of their powers to an executive committee consisting of at least three members of the board of directors of the company.

R. S. 1964, c. 287, s. 11.

13. (1)  Any registered company may, subject to its by-laws or its charter

(a)  hold absolutely for its own use and benefit all immoveable property which may be necessary or useful for the conduct of its business; and

(b)  acquire, for the protection of its interests, any immoveable property pledged or hypothecated in its favour;

(c)  lease, hypothecate, sell or alienate the immoveable properties contemplated in paragraphs a and b.

(2)  However, a registered company may not retain an immoveable property acquired according to the provisions of paragraph b of subsection 1 of this section for more than seven years from the date of its acquisition or beyond the additional delay or delays not exceeding in all five years, which may be granted by the Government.

Such immoveable property must be sold or disposed of absolutely during this period or delay, as the case may be, in such manner that the company shall retain therein no interest whatsoever, save as a security.

(3)  Any immoveable property acquired according to the provisions of paragraph b of subsection 1 which is retained for a time longer than that authorized by the provisions of this section shall be subject to confiscation in the name of Her Majesty in the rights of Québec.

Such confiscation, however, shall be carried out only after the expiration of at least six months of the civil year from the time written notice is given to the company by the Inspector General of the intention of Her Majesty to apply such confiscation.

Notwithstanding such notice, the company may, before such confiscation be applied, sell or alienate this immoveable property which shall then cease to be subject to confiscation.

R. S. 1964, c. 287, s. 12; 1982, c. 52, s. 145.

14. A registered company authorized to hold one or more of the offices mentioned in paragraph 7 of section 2 may act alone in such capacity notwithstanding any general or special provision of any law requiring two or more persons to be appointed to the office held by a registered company.

A registered company, when it is appointed to any office by any person or corporation, or by a court of competent jurisdiction, shall not be bound to furnish any bond or security other than its own undertaking to perform the duties of the office entrusted to it, unless the court, in the case of an appointment within its jurisdiction, thinks fit to order otherwise.

R. S. 1964, c. 287, s. 14.

15. The sums of money and securities of each trust shall be always kept separate from those of the registered company itself, and separate accounts thereof shall be kept, and each separate trust shall be described in the books of the company, so as to be always distinct from any other in the registers and other books of account kept by the company, so that the trust funds shall never form part of nor be confounded with the general assets of the company; and the company, in its receipts for rent and in the supervision and management of the trust or other property, shall keep separate records and accounts of all operations relating thereto, and the said trust and other properties shall not be responsible for the ordinary debts and obligations of the company.

R. S. 1964, c. 287, s. 15.

16. Every trust company incorporated under a law of Québec may, by a deed of agreement,

(a)  amalgamate with any other trust company also incorporated under a law of Québec; or

(b)  sell to it the whole of its property, rights, business and mandates, or purchase the whole of the property, rights, business and mandates of such other trust company;

(c)  buy the whole of the property, rights, business and mandates of any extra-provincial company.

The by-law passed in this respect shall be submitted to the shareholders of each of the companies which are parties to the deed of agreement, at a special general meeting called for such purpose.

If the by-law in question is approved by an affirmative vote representing at least fifty-five per cent, in number and value, of all the capital stock of each of the companies concerned, it shall be regarded as passed.

Nevertheless, in order to have legal effect and to come into force, the deed of agreement must be approved by the Government. Before giving its approval, the Government must obtain the opinion of the Inspector General. To this end, a certified true copy of the by-law, of the deed of agreement and of the result of the vote must be sent to the Inspector General.

The notice of approval by the Government shall be published in the Gazette officielle du Québec, by the Inspector General, and the deed of agreement in question shall take effect only from such publication or from the date which the Government may fix for such purpose.

R. S. 1964, c. 287, s. 16; 1966-67, c. 72, s. 23; 1974, c. 67, s. 5; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 146.

17. Notwithstanding any contrary provision of any law, charter or letters patent, a trust company incorporated under a law of Québec shall not have the power to amalgamate with an extra-provincial company or a foreign company, or to sell to it the whole of its property, rights, business and mandates.

The Government, however, upon the recommendation of the Minister, may authorize such amalgamation or sale upon the conditions determined by it and upon the condition, especially, that the amalgamation or sale above mentioned be authorized and approved in accordance with section 16.

Before making the recommendation provided for in the second paragraph, the Minister must obtain the opinion of the Inspector General.

R. S. 1964, c. 287, s. 17; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 147.

DIVISION V REGISTRATION

18. (1)  No trust company shall carry on trust business in Québec unless it is registered in the office of the Inspector General of Financial Institutions in accordance with this Act.

(2)  The certificate of registration shall relieve the company obtaining the same from the prohibitions contained in article 365 of the Civil Code, except, however, those relating to personal summons or summons to serve as witnesses or jurors, and those relating to prosecutions for assault, battery or other violence to the person.

(3)  No certificate of registration may be issued in favour of a trust company empowering it to act as tutor or subrogate-tutor to persons, notwithstanding any legislative provisions which may authorize a company to act as such.

R. S. 1964, c. 287, s. 18; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 148.

19. The following trust companies, being solvent, may be registered:

(1)  Trust companies incorporated in virtue of the laws of Québec, since the 1st of July, 1913, (the date of the coming into force of chapter 44 of the statutes of 1912, 2nd session), and those hereafter incorporated in virtue of such laws;

(2)  Trust companies already incorporated in virtue of the laws of Québec or of those of the former Province of Canada or of the former Province of Lower Canada or of those of the Parliament of Canada or of any other Province of Canada, which, on the 1st of July, 1913, were carrying on business in good faith in Québec, or those already incorporated by the laws of Québec before the 1st of July, 1913, but which had not then begun to carry on business, the whole, however, subject to the provisions of section 45; but companies not incorporated in virtue of the laws of Québec shall be registered only on the terms and conditions fixed by the Government;

(3)  Extra-provincial companies having a common subscribed and paid-up capital stock of at least $1 000 000;

(4)  Foreign trust companies, but only on the terms and conditions fixed by the Government.

R. S. 1964, c. 287, s. 19; 1974, c. 67, s. 6.

20. A first registration shall not be granted to a trust company which was not registered on 1 December 1974 unless it has a common subscribed and paid-up capital-stock of $1 000 000.

1974, c. 67, s. 7.

21. There shall be kept in the office of the Inspector General a register called “Register of Trust Companies” in which shall be entered all the trust companies which have obtained a certificate of registration. Such register shall mention:

(1)  The name of each trust company and the objects for which the certificate has been granted;

(2)  The first and the last day of the period for which the trust company has been registered;

(3)  The place where the head office and, in the case of an extra-provincial or foreign company, the head office in Québec, is situated;

(4)  All other particulars respecting each trust company which the Inspector General may think useful.

R. S. 1964, c. 287, s. 20; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

22. The certificate of registration shall be drawn up in such form as the Inspector General may, as he deems expedient, determine, and shall be delivered, signed by him, to the registered company.

The certificate shall contain:

(1)  The name of the trust company and the objects for which the certificate is granted;

(2)  The first day and the last day of the period for which the trust company is registered.

The period of the registration shall expire on the 30th of June next following.

R. S. 1964, c. 287, s. 21; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

23. If a registered company desires to add to its operations any kind of business authorized by its charter and by this act, the Inspector General may issue, in favour of such company, a supplementary certificate of registration authorizing it to carry on such kind of business.

R. S. 1964, c. 287, s. 22; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

24. The provisions enacted with respect to certificates of registration shall also apply to supplementary or temporary certificates of registration and to renewals of certificates of registration.

R. S. 1964, c. 287, s. 23.

25. Before the issue of a certificate of registration, the trust company must satisfy the requirements of the law, and the statements of its affairs attested by the oath of the president and of the manager of the company must show that it is able to meet its obligations.

The Inspector General may require, for this purpose, any evidence which he may think will give him information as to the financial condition of the company.

In case of renewal of registration, the Inspector General need demand only the report filed in virtue of section 40.

R. S. 1964, c. 287, s. 24; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

26. No company shall be registered under the same name as that of a company already registered, or so resembling it as to be likely to be confounded therewith, or under any other name which, in the opinion of the Inspector General, may mislead its members or the public as to its identity.

No company shall be registered unless its firm name is in the French language, whether it is accompanied with an English version or not. Such firm name must include the words “fiducie” or “trust” or another expression indicating the capacity of trustee of the company and be in compliance with the requirements of Chapter VII of Title I of the Charter of the French language.

R. S. 1964, c. 287, s. 25; 1966-67, c. 72, s. 23; 1974, c. 67, s. 8; 1975, c. 76, s. 11; 1977, c. 5, s. 224; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

27. Any extra-provincial or foreign company whose head office is situated outside Québec shall moreover, before being entitled to registration, deposit at the office of the Inspector General:

(1)  A power of attorney appointing a chief agent for Québec for the purpose of receiving service of all actions and proceedings taken against it, and declaring where its head office in Québec will be established;

(2)  A copy of its letters patent or articles of association or other incorporating instrument certified by the officer who has charge of the original.

In the case of a company incorporated by a federal or provincial statute, it shall be sufficient to mention the statute or statutes relating to its constitution and powers.

R. S. 1964, c. 287, s. 26; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1977, c. 5, s. 14; 1981, c. 9, s. 24; 1982, c. 52, s. 149.

28. Whenever a registered extra-provincial or foreign company changes its chief agent or the place of its head office in Québec, it must transmit to the Inspector General a copy of the new power of attorney relating to such change, and notice thereof shall be given in the Gazette officielle du Québec.

R. S. 1964, c. 287, s. 27; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

29. If a registered extra-provincial or foreign company changes its name, it must transmit to the Inspector General a copy of the document establishing that such change has been legally obtained, and such copy shall be certified by the officer who has charge of the original.

The certificate of registration shall be corrected accordingly, and notice thereof shall be given in the Gazette officielle du Québec.

R. S. 1964, c. 287, s. 28; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 159.

30. Every registered extra-provincial or foreign company may, subject to the restrictions and conditions of the certificate and of the laws of Québec, and to the provisions of its charter, carry on the kind of business authorized by its certificate, to the same extent as if it had been incorporated by letters patent issued by Québec with power to carry on the business covered by its certificate.

R. S. 1964, c. 287, s. 29.

31. The issue, the renewal, the suspension, the cancellation or the expiration without renewal of a certificate of registration shall be published in the Gazette officielle du Québec in the form of a notice within the fifteen days next following such issue, renewal, suspension, cancellation or expiration.

In the case of a registered extra-provincial or foreign company, the notice of the issue or renewal of the certificate shall also contain the name of the company’s agent and the place where the head office in Québec is situated.

R. S. 1964, c. 287, s. 30.

32. If it be shown to the satisfaction of the Inspector General that a trust company has obtained a certificate of registration by fraud or under false pretences, or that it has been formed for an illegal purpose, or is insolvent, or that it neglects to fulfil its obligations or to comply with the laws governing it, or that it has ceased to exist, the certificate of such company may be suspended or cancelled by the Inspector General.

R. S. 1964, c. 287, s. 31; 1982, c. 52, s. 150.

33. The suspension or cancellation of a certificate of registration shall be notified to the company through the post, by registered letter or certified letter, or otherwise delivered to the head office of the company in Québec.

R. S. 1964, c. 287, s. 32; 1975, c. 83, s. 84.

34. From the time that its certificate of registration has been suspended or cancelled, or its period of registration has expired without renewal, a trust company shall no longer carry on business in Québec, except to wind-up its business, so long as its certificate of registration has not been restored. Nevertheless no suspension, cancellation or expiration of registration shall affect the obligations of the company.

R. S. 1964, c. 287, s. 33.

35. (1)  Every manager, director, officer or agent of a trust company, and every trust company which, in violation of the provisions of this division, undertakes or transacts or offers or attempts to undertake or to transact, or which advertises or solicits, any business, or which collects or receives money within the meaning of this Act, shall be guilty of an offence, and, on summary proceeding thereof before a judge of the Provincial Court or a justice of the peace having jurisdiction where the offence was committed, shall be liable to a fine of not more than $200 nor less than $20, and costs, and, in default of payment, the offender—if the prosecution be taken against a company, the manager thereof—shall be liable to imprisonment for not more than three months nor less than one month, and, upon every subsequent conviction, to imprisonment for not more than twelve months nor less than three months.

(2)  In any action or proceeding taken in virtue of this division, the burden of proving the registration shall be upon the company or person accused.

(3)  Every information or complaint in a prosecution for offences in virtue of this division shall be in writing within the year following the commission of the offence.

(4)  Every prosecution taken in virtue of the provisions of this Act shall be taken, tried and decided in accordance with the provisions of the Summary Convictions Act (chapter P-15).

R. S. 1964, c. 287, s. 34; 1965 (1st sess.), c. 17, s. 2; 1986, c. 95, s. 110.

36. Every person or company not registered in virtue of this act is forbidden, under the penalty enacted by section 35, to make use in Québec of the word “trust” combined or associated with the words “company”, “society”, “association” or “corporation”, or any other words of a nature to lead the public to believe that such company is a company registered to carry on trust business.

This section shall not apply to any company, society, association or corporation which, before the 1st of July, 1913 (the date of the coming into force of chapter 44 of the statutes of 1912, 2nd session), had the word “trust” in its corporate name.

R. S. 1964, c. 287, s. 35.

DIVISION VI INSPECTION AND AUDIT

37. The Inspector General of Financial Institutions is responsible for carrying out the administration of this Act.

R. S. 1964, c. 287, s. 36; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 151.

38. Registered companies are subject to the inspection of the Inspector General.

R. S. 1964, c. 287, s. 37; 1982, c. 52, s. 152.

39. The costs incurred for the administration of this Act, determined each year by the Government, are chargeable to the trust companies registered in Québec.

The amount of such costs shall be recovered from each company as follows:

(a)  a portion according to a minimum fixed each year by the Government;

(b)  the balance, in the proportion, for each company, that its gross revenue derived from its operations in Québec during the preceding year bears to the total gross revenues of all companies derived from their operations in Québec for the same year.

The certificate of the Minister shall establish finally the amount which each company must pay under this section.

R. S. 1964, c. 287, s. 38; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 153.

40. Each registered company shall, on or before the first day of March of each year, make and file in the office of the Inspector General, a report of its operations for the year ending on the 31st of December next preceding, which report shall contain:

(1)  A list of its officers and members;

(2)  A statement of its authorized capital;

(3)  A statement of its subscribed capital;

(4)  A statement of its paid-up capital;

(5)  A statement of the assets and of the liabilities of the company;

(6)  A statement showing the dividends declared and paid;

(7)  Such other particulars as the Inspector General may require.

Every extra-provincial or foreign company shall, moreover, file a copy of the last annual report prepared for the information of its shareholders.

It shall be the duty of the Inspector General to publish a summary of such reports as well as of the names of registered companies, within the three months next following the 1st of March of each year.

R. S. 1964, c. 287, s. 39; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 154, s. 159.

41. The Inspector General shall have access to the premises of each registered company, and the right to examine its books of account, papers and documents, in order to ascertain the condition of the company’s business.

R. S. 1964, c. 287, s. 40; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 155.

42. Every registered company refusing to allow such examination or preventing or obstructing it in any way shall be liable to suspension or cancellation of its registration.

R. S. 1964, c. 287, s. 41.

43. (1)  It shall be the duty of the officers of a registered company to have a trustworthy auditing made, at least every year, of its business and books and registers by a competent auditor who, for at least two years, has held no office or employment in the company.

(2)  The Inspector General may, if it be established to his satisfaction that a special audit of the affairs of a registered company is necessary in the public interest, appoint a competent person to make such audit and to investigate the manner in which the affairs of such company are carried on.

(3)  The person so appointed shall have the necessary powers for summoning to appear before him such persons as he may consider to be in a position to give him information, and for examining them under oath.

The costs entailed by the special audit shall be paid by the registered company, on a certificate from the Inspector General establishing the amount thereof.

Sections 41 and 42 shall apply to the special audit ordered by the Inspector General.

(4)  If the report by the person appointed to make a special audit shows that the company is proceeding illegally or is insolvent, the Inspector General, after such additional proof as he may deem advisable to exact, and after the company’s officers have been given an opportunity to explain, may suspend or cancel the company’s registration unless the latter complies with the instructions of the Inspector General.

R. S. 1964, c. 287, s. 42; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 156, s. 159.

DIVISION VII TARIFF OF DUTIES AND FEES AND MISCELLANEOUS PROVISIONS

44. It shall be lawful for the Government to make and amend the tariff of the duties and fees which it may think fit to declare payable:

(1)  For the incorporation of trust companies;

(2)  For annual, temporary or supplementary certificates of registration and for renewals of certificates of registration.

R. S. 1964, c. 287, s. 43; 1966-67, c.72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 157.

45. The corporate powers of a trust company incorporated in virtue of this act or of an act of the Legislature shall lapse for non-user during two years from the date of the incorporation, except for the sole purpose of winding up its business.

The corporate powers of a trust company, incorporated by the Province in whatsoever manner, before the 1st of July, 1913 (the date of the coming into force of chapter 44 of the statutes of 1912, 2nd session), shall lapse for non-user for two years after such date except for the sole purpose of winding up its business, the whole without prejudice to special acts which may enact another mode whereby such powers shall lapse.

R. S. 1964, c. 287, s. 44.

46. The Minister of Finance is responsible for the administration of this Act.

1982, c. 52, s. 158.

The Minister for Finance and Privatization exercises, under the authority of the Minister of Finance, the functions with respect to the administration of this Act. O.C. 87-87 of 87.01.28, (1987) 119 G.O. 2 (French), 1363.

47. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 287 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter C-41 of the Revised Statutes.