D. Starting Business

AuthorM.H. Ogilvie
ProfessionLSM, B.A., LL.B., M.A., D.Phil., D.D., F.R.S.C. Of the Bars of Ontario and Nova Scotia Chancellor's Professor and Professor of Law, Carleton University
Pages90-91

Page 90

After the letters patent are issued, a meeting of the first directors56must be held,57at which they are expected to make by-laws, adopt forms of share certificates and corporate records, authorize the issue of shares, appoint officers and auditors,58and make banking arrangements.59

Page 91

Once the bank has received $5 million from the issue of its shares, the directors shall also call the first shareholders’ meeting to approve the by-laws, elect directors, and appoint auditors.60

However, the bank may not commence business until the Superintendent so orders,61and the bank must make an application for that order which contains a statement setting out the costs of incorporation and organization.62

The Act restricts the right of the bank to engage in various financial transactions relating to the commencement of business prior to the order,63and the Superintendent shall not make the order until satisfied that the first shareholders’ meeting has been held, there is $5 million in paid-in capital, the expenses of incorporation are reasonable, and there is compliance with the Act.64

The order may be subject to conditions65and may be subsequently varied.66

The Minister may revoke the order.67

Once the order to commence business has been made, the bank shall publish a notice of the order in a general circulation newspaper at or near the place of the head office68and the Superintendent shall publish a notice in the Canada Gazette.69

Starting up business is a closely regulated matter.70

[56] Ibid., s. 45. As named in the letters patent: s. 31.

[57] Ibid., s. 45(2) for notice requirements.

[58] Ibid., s. 45(1)(e) until the first shareholders’ meeting.

[59] Ibid., s. 45(1).

[60] Ibid., ss. (46)(1) & (2). This meeting must confirm by election directors and auditors: ss. 45(2) and 47.

[61] Ibid., s. 48.

[62] Ibid., ss. 49(1) & (2).

[63] Ibid., ss. 50 & 51.

[64] Ibid., s. 52.

[65] Ibid., s. 53.

[66] Ibid., ss. 54, 54.1, and 55.

[67] Ibid., s. 54.1(2).

[68] Ibid., s. 56(1).

[69] Ibid., s. 56(2).

[70] For use and return of funds should no order be given, see ibid., ss. 57 & 58.

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