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Trust and Loan Companies Regulations
made under Section 276 of the
Trust and Loan Companies Act
S.N.S. 1991, c. 7
O.I.C. 92-62 (effective January 21, 1992), N.S. Reg. 18/1992
as amended by O.I.C. 2008-483 (effective September 16, 2008), N.S. Reg. 390/2008
Table of Contents
Please note: this table of contents is provided for convenience of reference and does not form part of the regulations.
Click here to go to the text of the regulations.
Part I - Incorporation and Licensing
Part II - Fees
Part III - Disclosure to Borrowers in Lending Transactions
Disclosure requirements for loans
Disclosure respecting credit
General requirement
Part IV - Public File of Licensed Companies
Part V - Custody and Safekeeping of Securities, Property and Trust Assets
Custody
Safekeeping
Part VI - Financial Statements
Statement of income
Statement of retained earnings
Statement of changes in financial position
Balance sheet
Notes to the financial statements
Part VII - Capital Base
Part VIII - Retained Earnings and Deficits in the Definition of Capital Base
Investments in subsidiaries
Swaps, futures and similar instruments
Short selling and uncovered options
Financial instruments generally
Asset-backed securities
Profit recognition on asset sales
Real estate project accounting
Recognition of fee income
Troubled loan refinancing or restructuring
Favourable rate financing
Provision for losses
Part IX - Capital Base Requirements
Part X - Total Assets
Part XI - Self Dealing
Part XII - Classes of Assets
Part XIII - Liquidity
Part XIV - Subordinated Notes
Part XV - Common Trust Funds
Units of participation
Management and ownership of assets in a fund
Admissions and withdrawals of participations
Participation register
Participation certificates
Distributions of income
Investments
Accounting records and register of participants
Audit report and financial statements
Administration fees and expenses
Publicity
Part XVI - Deposit Agents
Part XVII - Loans to Employees
Part XVIII - Subsidiaries
Part XIX
Duties of an investment committee
Part XX - Networking
Part XXI
Schedule 1 - Fees
Form 1 - Application for the Issue of Letters Patent to Incorporate a Trust or Loan Company
Form 2 - Application for Licence, Change of Licence, Amendment of Terms, Conditions and Restrictions of Licence and the Issue of Supplementary Letters Patent
Form 3 - Power of Attorney for a Chief Agent
Form 4 - Personal Questionnaire for Major Shareholders, Directors and Officers
Form 5 - Liquidity Return
Part I - Incorporation and Licensing
1 An application for the issue of letters patent to incorporate a trust company or loan
company shall be in Form I.
2 An application shall be in Form 2 for
(a) the issue of supplementary letters patent;
(b) initial registration as a loan company or as a trust company;
(c) a change in registration from a loan company to a trust company and from a
trust company to a loan company; and
(d) an amendment of the terms, conditions and restrictions imposed on
registration.
3 A power of attorney under subsection (9) of Section 212 of the Act shall be in Form 3.
4 A personal questionnaire for major shareholders under these regulations shall be in Form
4.
Part II - Fees
[repealed]
Part III - Disclosure to Borrowers in Lending Transactions
6 (1) In this Part
(a) “annual percentage rate” means, in relation to interest payable on a loan or
credit, the interest expressed as a rate per annum;
(b) “cost of borrowing” means, in relation to a loan or credit,
(i) the interest on the loan or credit,
(ii) administration costs, including any service, transaction or activity
charge,
(iii) loan fees, finders fees, brokerage fees, renewal fees for a renewed loan,
application fees, placement fees, closing costs, discharge fees and
similar charges, and
(iv) any other charges in connection with the loan or credit that are payable
by the borrower to the licensed company or to a person from whom the
licensed company receives a benefit, directly or indirectly, but excludes
any amount that the licensed company is required to pay to persons that
are not restricted parties;
(c) “credit” means an arrangement for obtaining loans and includes a line of
credit and credit made available to a person through the use of a payment,
credit or charge card issued by a licensed company;
(d) “loan” means any money lent, whether secured or unsecured, and includes an
advance, a lease, a loan to a lessee or conditional purchaser and a mortgage;
(e) “prepayment” means, in relation to a loan, a payment other than a payment
made on a date or according to a mechanism that is specified in the loan
contract and includes a payment that is a prepayment as defined by the loan
contract;
(f) “principal amount” means, in relation to a loan, the amount of money lent that
remains unpaid on a given day.
(2) For the purposes of this Part, a renewal of a loan, whether or not it is made
pursuant to an option in the original loan, is deemed to be a separate loan.
7 This Part does not apply in respect of loans made or credit made available by a licensed
company
(a) to a body corporate, partnership, limited partnership or joint venture; or
(b) in an amount that exceeds two hundred fifty thousand dollars ($250,000.00),
unless the loan or credit is secured or guaranteed, in whole or in part, by a principal or
secondary residence of an individual.
Disclosure requirements for loans
8 (1) A licensed company that proposes to make a loan or enters into a loan commitment
shall disclose to the borrower the terms and conditions of the loan required by
subsection (1) of Section 10 on a disclosure statement.
(2) In the case of a mortgage loan a licensed company shall give a borrower a
disclosure statement under subsection (1) not less than two business days before the
borrower is required to accept the offer respecting the proposed loan provided that
the borrower may waive the time period.
(3) If, at or after the time a licensed company gives a borrower a disclosure statement
under subsection (1), the licensed company gives the borrower another document
disclosing terms and conditions of the proposed loan, the terms and conditions in
the disclosure statement shall be deemed to be the terms and conditions of the
proposed loan.
9 At the time a loan contract is entered into, a licensed company shall disclose to the
borrower the terms and conditions of the loan required by subsection (1) of Section 10
(a) as part of the written loan contract between the licensed company and the
borrower;
(b) in a promissory note to be signed by the borrower; or
(c) in a separate statement that is attached to the loan contract.
10 (1) Every licensed company shall disclose under subsection (1) of Section 8 or Section
9 to a borrower
(a) the gross amount of the loan;
(b) the net amount of the loan to be advanced;
(c) the amount of prepaid interest, if any, that the licensed company may deduct
from the principal amount;
(d) the term of the loan;
(e) the interest on the loan as of the date the loan is made, expressed as an annual
percentage rate, and the method of calculating the rate;
(f) if the annual percentage rate of interest of the loan is not fixed, the manner of
determining the annual percentage rate;
(g) the components of the cost of borrowing other than the interest on the loan,
itemized and expressed in dollars and cents;
(h) a description and itemized estimate of costs to be paid in respect of the loan to
persons other than the licensed company, including, where applicable, legal
fees, registration fees and mortgage insurance fees;
(i) the method of applying each payment in respect of the loan to the
accumulated cost of borrowing and to the principal amount;
(j) whether and in what circumstances prepayments are permitted;
(k) if prepayments are permitted under the terms of the loan or otherwise, the
condition for making any prepayment, the costs and penalties, if any, imposed
as a result of a prepayment and the method of applying a prepayment to the
accumulated cost of borrowing and to the principal amount;
(l) if prepayments are permitted under the terms of the loan and the borrower
makes prepayment, the method of calculating a rebate on the cost of
borrowing; and
(m) particulars of any charge or penalty payable by the borrower upon a failure to
make payments under the loan as they come due.
(2) The annual percentage rate of interest on a loan that is disclosed to a borrower shall
be accurate to within one-eighth of one percent.
(3) A licensed company that makes an offer to renew a loan shall disclose to the
borrower, not less than twenty days before the loan matures,
(a) the amount of any renewal fee, placement fee, bonus or similar charge to be
imposed upon renewal of the loan; and
(b) despite subsection (2) of Section 8, the terms and conditions of the proposed
renewed loan.
(4) A licensed company shall disclose to a borrower under a loan contract, not less than
forty-five days and not more than sixty days before the loan matures, particulars of
any fee, bonus, penalty or similar charge payable to the licensed company upon the
discharge of the loan, setting out the terms of the loan contract that entitle the
licensed company to the fee, bonus, penalty or similar charge.
11 (1) If the annual percentage rate of interest on a loan is variable, the licensed company
shall give the borrower notice of any change in the annual percentage rate being
charged during the term of the loan within one month after the change occurs.
(2) Subsection (1) does not apply if the change in the annual percentage rate of interest
on the loan is made by reference to a corresponding change in a rate that is readily
ascertainable by a reasonable borrower.
12 A licensed company that acquires a loan contract from a third party shall forthwith
disclose to the borrower any fee, bonus, penalty or similar charge that is or may be
payable by the borrower during the term or upon discharge of the loan.
Disclosure respecting credit
13 (1) A licensed company that makes credit available to a person shall disclose to the
person the terms and conditions of the credit required by Section 14.
(2) A licensed company shall disclose to a person at the time it makes credit available
to the person the terms and conditions of the credit
(a) as part of a written contract or proposed contract between the licensed
company and the person; or
(b) in a separate statement that is attached to the written contract or proposed
contract.
14 Every licensed company shall disclose under subsection (1) of Section 13
(a) the maximum aggregate amount of credit available at one time to the person
under the credit;
(b) the annual percentage rate of interest, and the method of calculating the rate;
(c) if the annual percentage rate of interest is not fixed, the manner of
determining the annual percentage rate;
(d) the components of the cost of borrowing, other than interest, itemized and
expressed in dollars and cents;
(e) the term of each period for which a statement of account is furnished in
respect of the credit;
(f) the minimum payment, or the method of calculating the minimum payment,
required for each period;
(g) the manner, if any, in which the person may discharge the person’s
obligations in respect of the credit without incurring any fee, bonus, penalty or
similar charge;
(h) the maximum liability of the person for the unauthorized use of any card that
is issued to the person in connection with the credit, in the event that the card
is lost or stolen; and
(i) particulars of any charge or penalty payable by the person upon a failure to
make payments in respect of the credit as they come due.
15 A licensed company shall give a person to whom credit is made available notice of any
change in an item disclosed pursuant to Section 14, at least thirty days before the change
becomes effective.
16 (1) Despite Section 15, if the annual percentage rate of interest on the credit is variable,
the licensed company shall give the person notice of any change in the annual
percentage rate being charged for the credit within one month after the change
occurs.
(2) Subsection (1) does not apply if the change in the annual percentage rate of interest
on the credit is made by reference to a corresponding change in a rate that is readily
ascertainable by a reasonable borrower.
General requirement
17 If a licensed company is unable, using reasonable efforts, to ascertain the amount of any
component of the cost of borrowing, the licensed company shall disclose in its place an
estimated amount, clearly identified as such, based on the best available information.
18 No licensed company may provide additional information with respect to a lending
transaction that tends to contradict or obscure the information that it is required under this
Part to disclose.
19 Any disclosure or notice that is required under this Part is sufficiently made or given if it
is in writing and given to the person required to be notified or if it is sent by ordinary first
class mail to the person’s latest address in the records of the licensed company making the
disclosure.
Part IV - Public File of Licensed Companies
20 For the purpose of subsection (1) of Section 70 of the Act, the following information is
prescribed to be contained in the Superintendent’s file on each licensed company:
(a) particulars of the company’s charter or letters patent, supplementary letters
patent and all other supporting documents;
(b) particulars of any orders in council issued with respect to the company;
(c) particulars of any orders issued under the Act with respect to the company,
unless the order provides otherwise;
(d) particulars of any consents issued under the Act with respect to the company
and with respect to its holding bodies corporate under Section 90 of the Act;
(e) particulars of any amalgamation agreements and agreements that provide for
the purchase or sale of substantially all assets of or to the company, as the case
may be;
(f) particulars respecting the continuation of registration in a jurisdiction other
than the jurisdiction of incorporation;
(g) particulars respecting the licence of the company including the details of any
notations made by the Superintendent;
(h) particulars of any powers of attorney and all undertakings of the company
required under the Act or regulations;
(i) particulars of any court orders or certificates of conviction issued against the
company as a result of proceedings commenced under the Act or regulations;
(j) particulars of the surrender of charter, winding up and other dissolution
documents;
(k) information concerning whether the company’s deposits are insured by a
public agency approved by the Superintendent;
(l) a list of current officers and directors of the company according to the records
filed with the Superintendent.
Part V - Custody and Safekeeping of Securities, Property and Trust Assets
21 (1) This Part applies to securities, property and other assets held by a licensed
provincial company as trust assets under administration, as collateral for a loan or as
an acquisition for its own account.
(2) Despite subsection (1), if a licensed provincial company enters into a securities
lending arrangement with a financial institution or securities dealer, this Part applies
in respect of any securities received by the licensed provincial company as a result
of the arrangement but does not apply in respect of any securities lent by the
licensed provincial company under the arrangement.
Custody
22 (1) Documents evidencing ownership of securities, property or other assets that are held
by a licensed provincial company shall be placed in the possession of a company, a
bank or the Bank of Canada.
(2) Despite subsection (1), documents evidencing ownership of assets not retained in
Canada that are acquired by a licensed provincial company for its own account may
be placed in the possession of an institution in a jurisdiction outside Canada that is
(a) recognized by the laws of the jurisdiction as a bank or an equivalent to a bank;
and
(b) empowered by the laws of the jurisdiction to act as a custodian,
and that is regulated by a system similar to that of Nova Scotia.
(3) Subsection (1) does not apply if a court order or an instrument that creates a
fiduciary duty contains a direction respecting securities, property or trust assets that
is inconsistent with subsection (1).
(4) There shall be an agreement in writing between a licensed provincial company and
a custodian mentioned in subsection (1), (2) or (3) governing the custody of
securities, property and other assets that sets out the obligations of the custodian and
the cost, if any, of the services to be provided to the licensed provincial company.
(5) In this Section, “assets not retained in Canada” means
(a) bonds, debentures and other forms of indebtedness of a body corporate that is
incorporated outside Canada;
(b) shares of a body corporate that is incorporated outside Canada, unless the
shares are listed on a Canadian stock exchange;
(c) real estate located outside Canada;
(d) loans that are secured by real estate or leaseholds outside Canada; and
(e) mutual fund shares or units that are traded only by dealers who are not
registered with a securities commission in Canada.
23 (1) The existence of, and ownership rights of a person in, a security or government debt
instrument may be established by the delivery to a licensed provincial company of
(a) a certificate respecting the issuance and registration of the security or
government debt instrument; or
(b) a statement of account for the security or government debt instrument given
by a recognized securities depository in Canada that is authorized by law to
operate a book-based system or a comparable institution in a foreign
jurisdiction that is authorized by law to operate a transnational book-based
system.
(2) In this Section, “book-based system” means a system for the central handling of
securities within which all securities in a class or series of any issuer that are
deposited into the system are treated as fungible and may be transferred or pledged
by bookkeeping entry without the actual delivery of the securities.
Safekeeping
24 (1) Trust assets shall be registered and held by a licensed provincial company or its
nominee in trust for the beneficial owner or in the name of the beneficial owner.
(2) Subsection (1) does not apply where a court order or an instrument that creates a
fiduciary duty contains a direction respecting securities, property or other assets that
is inconsistent with the requirements of that subsection.
25 A licensed provincial company holding securities or property as collateral for a loan shall
obtain from the borrower an assignment of the borrower’s rights in the securities or
property and shall obtain
(a) in the case of securities, a power of attorney and proof of the assignability of
the securities; and
(b) in the case of property, proof of the ownership rights of the borrower.
26 A licensed provincial company holding securities or government debt instruments for its
own account shall, within fifteen days after settlement, forward the securities for
registration in the name of the licensed provincial company or its nominee.
27 (1) Canadian money market instruments that are purchased by a licensed provincial
company for its own account or held by it as trust assets may be held in bearer form
or in registered form accompanied by a power of attorney appointing the licensed
provincial company.
(2) Securities and government debt instruments other than Canadian money market
instruments that the licensed provincial company intends to dispose of within ninety
days after acquisition may be held by the licensed provincial company in bearer
form or in registered form accompanied by a power of attorney appointing the
licensed provincial company.
(3) Section 24, 25 or 26, as the case may be, applies to a licensed provincial company
that does not dispose of securities or government debt instruments described in
subsection (2) within ninety days after acquisition.
(4) Despite Section 26, if a licensed provincial company acquires securities or
government debt instruments
(a) that are issued in bearer form only, the licensed provincial company may hold
the securities or government debt instruments in bearer form; and
(b) that are Canadian money market instruments in street form, the licensed
provincial company may hold the securities or government debt instruments
in street form.
(5) In this Section, “money market instrument” means a publicly-traded debt
instrument issued by a body corporate or a government, maturing within three years
after its date of issue, that is
(a) purchased by a licensed provincial company for its own account or as a trust
asset; or
(b) held by a licensed provincial company as collateral for a loan payable within
up to one year from the day the loan was made.
28 A licensed provincial company must take reasonable and prudent action to ensure that
ownership rights of, or security interests in securities, property and other assets that are
registered in the name of the licensed provincial company or its nominee, or held by the
licensed provincial company, are protected under provincial law.
29 Every licensed provincial company that intends to register securities, property or other
assets in the name of a nominee shall notify the Superintendent of the name of its
nominee before making the first such registration.
Part VI - Financial Statements
30 (1) The financial statements required in respect of a company are the financial
statements set out in Section 139 of the Act.
(2) For the purpose of subsection (1), the financial statements must be audited and
comply with the requirements for preparation and disclosure set out in this Part.
31 (1) The degree of disclosure required in the non-consolidated financial statements of a
company to be placed before an annual meeting of shareholders is as set out in this
Part.
(2) The degree of disclosure required for financial statements to be placed before an
annual meeting of shareholders that are prepared on a consolidated basis is as set
out in this Part, allowing for appropriate consolidation adjustments.
32 (1) Despite any other provision in this Part, a company is not required to disclose in its
financial statements a matter that, in all the circumstances of the company, is
immaterial.
(2) A determination as to whether a matter is immaterial must take into consideration
the effect of the authorized borrowing multiple of the capital base of the company.
Statement of income
33 (1) Every statement of income must set out separately at least
(a) revenue from mortgages, showing separately
(i) interest earned on mortgages, and
(ii) other mortgage revenue, if any, including amortized fee income;
(b) earnings from investments in subsidiaries;
(c) earnings from investments in securities dealers, where the relationship of the
securities dealer to the company is that of a subsidiary or a body corporate
under significant influence;
(d) revenue, excluding gains or losses on sales, from investments in securities
other than those set out in clauses (b) and (c);
(e) revenue from loans to individuals, including investments made under clause
44(1)(g) of the Act;
(f) revenue from loans to persons other than individuals including investments
made under clause 44(1)(g) of the Act;
(g) revenue from the administration of estates, trusts and agencies;
(h) commissions from real estate sales net of commissions paid to other real
estate brokers;
(i) revenue from real estate held for investment;
(j) revenue from real estate held for sale, net of depreciation, property taxes and
all other operating expenses;
(k) net gains or losses from futures, options, short selling or similar instruments
acquired other than for hedging purposes;
(l) net gains or losses on the sale of investments or other assets;
(m) operating revenue not included under clauses (a) to (l);
(n) interest expense on moneys received for guaranteed investments, savings or
other deposits, debentures, notes, certificates of indebtedness and on bank or
other borrowings;
(o) salaries, pension contributions and other staff benefits;
(p) operating expenses, including depreciation and amortization of office
premises, equipment and leasehold improvements held for the company’s
own use;
(q) operating expenses, including depreciation of real estate held for investment;
(r) operating expenses not included under clauses (n) to (q);
(s) amounts recorded as amortization or write-off of any intangible assets;
(t) provisions for known, probable and possible losses of any kind;
(u) income or loss before income taxes and extraordinary items;
(v) taxes on income, indicating the amount, if any, by which current income taxes
have been increased or decreased as a result of tax deferrals;
(w) income or loss before extraordinary items;
(x) extraordinary items shown separately if they are material, less related income
taxes, if any;
(y) net income or loss for the period; and
(z) earnings per share.
(2) Despite subsection (1), any item required to be disclosed on the income statement
may be disclosed in the notes to the financial statements or in another financial
statement or, if the amount of the item is not significant, it may be combined with
another item on the income statement.
Statement of retained earnings
34 Every statement of retained earnings must set out separately at least
(a) the balance of the retained earnings or deficit at the end of the preceding
period;
(b) the additions to and deductions from the retained earnings or deficit during the
current period showing at least
(i) the net income or loss for the period,
(ii) the dividends declared on common shares, and, set out separately, on
shares other than common shares, and
(iii) the prior period adjustments, including a description; and
(c) the balance of the retained earnings or deficit at the end of the current period.
Statement of changes in financial position
35 Every statement of changes in financial position must set out separately
(a) the changes in cash and cash equivalents resulting from the activities of the
company during the period;
(b) the components of cash and cash equivalents; and
(c) cash flows, including cash flows from the company’s operating activities,
financing activities and investing activities, set out separately.
Balance sheet
36 (1) Every balance sheet must set out separately as assets at least
(a) cash, bank term deposits and deposits or similar instruments with regulated
financial institutions other than the company;
(b) securities, showing separately at least
(i) securities issued or guaranteed by Canada and any province of Canada,
stating the basis of valuation, and parenthetically indicating their
aggregate market value,
(ii) short term paper not included under clause (a), stating the basis of
valuation, and parenthetically indicating its aggregate at market value,
(iii) bonds, debentures and like securities not included under clause (a) or
subclause (i) or (ii), stating the basis of valuation and parenthetically
indicating their aggregate market value,
(iv) shares, other than shares of subsidiaries and securities dealers,
distinguishing common shares from other shares, stating the basis of
valuation and parenthetically indicating their aggregate market value,
(v) investment in subsidiaries, valued on the equity method where the
financial statements are non-consolidated, and
(vi) investment in securities dealers, valued on the equity method where the
financial statements are non-consolidated, and where the relationship of
the securities dealer to the company is that of a subsidiary or a body
corporate under significant influence;
(c) the amounts that are owing to the company, whether on account of a loan or
otherwise, from subsidiaries and other equity accounted-for investees;
(d) investment income that is due and accrued if it is not included with
investments;
(e) advances to and fees receivable from estates, trusts and agencies;
(f) loans to individuals, including investments under clause 44(1)(g) of the Act;
(g) loans to persons other than individuals, including investments under clause
44(1)(g) of the Act;
(h) mortgages, stating the basis of valuation;
(i) office premises, equipment and leasehold improvements, stating
(i) the basis of valuation,
(ii) the amount of accumulated allowance for depreciation and
amortization,
(iii) if valued on the basis of an appraisal, the date of the appraisal,
(iv) if the appraisal took place within five years before the date to which the
balance sheet is made up, the disposition in the accounts of the company
of any amount added to or deducted from the assets on appraisal, and
(v) if the appraisal was conducted by appraisers independent of the
company;
(j) real estate held for investment stating the basis of valuation and the amount of
the accumulated allowance for depreciation;
(k) real estate held for sale, stating the basis of valuation and the amount of
accumulated allowance for depreciation; and
(l) assets not included under clauses (a) to (k).
(2) Every balance sheet must set out separately as liabilities at least
(a) liabilities in respect of demand deposit accounts;
(b) debentures, bonds and similar securities issued by a loan company;
(c) moneys received for guaranteed investment by a trust company;
(d) interest due and accrued on deposits, debentures or guaranteed certificates, if
not included with the corresponding liability;
(e) bank loans and overdrafts, including interest due and accrued;
(f) money borrowed under Section 41 of the Act, including interest due and
accrued;
(g) subordinated notes;
(h) liability for current income taxes;
(i) dividends declared but not paid;
(j) deferred income;
(k) amounts owing by the company to its directors, officers and shareholders,
excluding amounts owing on deposits;
(l) amounts owing by the company to subsidiaries and to other equity accounted-for investees;
(m) liabilities not included under clauses (a) to (l), segregating those that arose
other than in the ordinary course of business; and
(n) deferred income taxes.
(3) Every balance sheet must set out separately as shareholders’ equity at least
(a) the authorized capital of the company, giving the number of each class of
shares, and a brief description of each such class indicating
(i) dividend rates on preference shares and whether or not they are
cumulative,
(ii) the redemption and retraction prices of redeemable or retractable shares,
and
(iii) the existence of conversion provisions, and details of any changes
during the year;
(b) the issued capital of the company, giving the number of shares of each class
issued and outstanding, and showing the number of shares of each class
issued since the date of the last balance sheet and the amount received,
together with the arrears, if any, of dividends for cumulative preference
shares; and
(c) retained earnings or deficit.
(4) Despite subsections (1) to (3), any item required to be disclosed on the balance
sheet may be disclosed in the notes to the financial statements or in another
financial statement or, if the amount of the item is not significant, it may be
combined with another item on the balance sheet.
Notes to the financial statements
37 The financial statements of a company must disclose the following matters where they
arise, and disclosure may be made by way of notes to the financial statements:
(a) a description of all significant accounting policies adopted by the company;
(b) particulars of any change in accounting principles or practice or in the method
of applying any accounting principle or practice made during the period that
affects the comparability of any of the statements with any of those of the
preceding period, and the effect of any such change upon the income or loss
for the period;
(c) contractual obligations and commitments by the company to make
expenditures that are abnormal in relation to the company’s financial position
or usual business operations;
(d) contractual obligations in respect of long term operating leases including, in
the period in which a transaction is effected, the principal details of any sale
and lease-back transaction;
(e) contingent liabilities and other obligations that might involve losses not
provided for in the accounts, stating their nature and an estimate of the
amount of the contingent loss, or a statement that an estimate cannot be made,
and whether any settlement resulting from the resolution of the contingency is
expected to be accounted for as a prior period adjustment or as a charge to
profit and loss in the period in which the settlement occurs;
(f) if the company has contracted to issue shares or has given an option, right or
warrant to purchase shares, the class and number of shares affected, the price
and the date of issue of the shares or exercise of the option or like instrument;
(g) the amount of the company’s unfunded obligation for its employees’ pension
fund indicating the manner in which the company proposes to satisfy the
obligation;
(h) any event or transaction occurring between the date of the financial
statements and the date of their completion that does not relate to conditions
that existed at the date of the financial statements, but results in significant
changes to assets or liabilities in the subsequent period or is likely to or may
have a significant effect on future operations of the company;
(i) the amount of any loans made contrary to the conflict of interest provisions of
the Act at any time during the period to individuals or bodies corporate, or
investments made in bodies corporate, contrary to the conflict of interest
provisions of the Act;
(j) the basis of translation of amounts from currencies other than the currency in
which the financial statements are expressed together with the accounting
treatment used for any unrealized gains or losses related thereto;
(k) foreign currency restrictions that affect the assets of the company;
(l) any liability secured on any asset of the company, stating the nature and
amount of the encumbrance on each asset and identifying the lender if the
lender is an affiliate;
(m) any default by the company in principal, interest, sinking fund or redemption
provisions with respect to any issue of its debt obligations;
(n) the amount of arrears of dividends on any class of shares and the date to
which the dividends were last paid;
(o) any restriction in the articles or by-laws of the company or by contract on the
payment of dividends;
(p) particulars, in summary form, of amounts recorded in the financial statements
as contributed surplus;
(q) if the company is a trust company, particulars, in summary form, of those
assets held in trust and earmarked with respect to moneys received for
guaranteed investment;
(r) particulars for reconciling the effective income tax rate with the statutory
income tax rate;
(s) information segmenting the company’s total operations by country and by
profit centre function;
(t) details of any economic dependency of the company on a person because the
company is conducting a significant volume of business with the person, and
separately, details of any circumstance that might call into question the future
viability of the company;
(u) details of all transactions entered into with any related parties including a
description of the nature and extent of the transaction, a description of the
nature of the relationship, amounts due to or from related parties and a
description of all such transactions that constitute contraventions of the Act;
(v) details with respect to the method used to account for any amalgamations or
business combinations, the net assets purchased or acquired in the business
combination, the consideration given and other pertinent information;
(w) details with respect to any prior period adjustment, including a description of
the adjustment and its effect on current and prior periods;
(x) details, by major asset class, of the aggregate carrying value of loans that were
subject to troubled loan refinancing or restructuring during the period;
(y) details, by major asset class, of provisions for known, probable and possible
losses stated in the form of a continuity schedule showing opening balances,
changes during the period and closing balances.
Part VII - Capital Base
38 (1) In this Part, “book value” with respect to an asset means the cost or amortized cost
of the asset less accumulated depreciation, provisions or allowances for losses, and
received but unearned interest.
(2) For the purposes of this Part, “investment” does not include a loan, whether secured
or unsecured, or any investment in real estate or in a subsidiary.
39 (1) For the purpose of the definition of “capital base” in the Act, the capital base of a
licensed company shall be calculated by subtracting required deductions from the
aggregate of its permanent capital and its non-permanent capital.
(2) For the purposes of subsection (1), the amount of non-permanent capital may not
exceed fifty percent of permanent capital.
(3) For the purposes of subsection (1),
(a) “permanent capital” is the aggregate of
(i) share capital with no purchase and redemption privileges, that is non-cumulative, and if convertible, is only convertible into other shares
qualifying as permanent capital,
(ii) contributed surplus, and
(iii) retained earnings or deficit;
(b) “non-permanent capital” is the aggregate of
(i) share capital with purchase or redemption features, or that is
cumulative, and if convertible, is convertible into a form other than
permanent capital,
(ii) subordinated notes, bonds, debentures and other subordinated debt
instruments,
(iii) subordinated shareholder’s loans, and
(iv) deferred income taxes payable;
(c) “required deductions” are the aggregate of
(i) goodwill and other intangible assets,
(ii) the aggregate of equity investments in a subsidiary or an associated
company that is a trust or loan company using the equity method of
accounting, to the extent necessary to meet its capital base requirement,
plus the book value of any other investments in the subsidiary or
associated company less the company’s proportionate ownership of the
unused capital base of the subsidiary or associated company,
(iii) the aggregate of equity investments in a subsidiary or associated
corporation using the equity method of accounting plus the book value
of other investments where the subsidiary or associated corporation is
regulated as a bank, insurer or securities dealer but not including a loan
or trust company,
(iv) the aggregate of equity investments in a subsidiary or associated
corporation using the equity method of accounting plus the book value
of other investments in excess of two percent of the parent company’s
total assets, where the subsidiary or associated corporation is not one
that is included in sub-clauses (ii) and (iii),
(v) the market value deficiency of securities, except securities issued or
guaranteed by a federal or provincial government,
(vi) the market value deficiency of real estate, except real estate used as
office premises of the licensed company,
(vii) deferred income tax recoverable,
(viii) deferred foreign currency translation losses net of the impact of
hedging transactions, and
(ix) the amount of investments in excess of limits imposed by the Act or
these regulations; and
(d) “unused capital base” is the aggregate of authorized borrowings of the
subsidiary or associated corporation less actual borrowings, divided by the
capital base.
40 For the purposes of Section 39, the amount of a company’s retained earnings or deficit
shall be determined as set out in Part VIII.
41 (1) For the purposes of Section 39, the market value of the investments of a company
shall be determined as set out in this Section.
(2) The market value of investments described in this Section shall be determined as of
the valuation date.
(3) In this Section, the “valuation date” for determining the market value of an
investment is the date as of which the capital base of the company is calculated.
(4) A share that is listed on any stock exchange shall be valued at its closing sale price
on the valuation date or, if there is no sale price reported for the share on the
valuation date, at the more recent of
(a) the average of the most recent bid and asked prices for the share; and
(b) the most recent sale price published for the share.
(5) An investment that is not listed on any stock exchange shall be valued,
(a) if bid and asked prices for the investment have been available to the public
within sixty days before the valuation date, at the average of the most recent
available bid and asked prices;
(b) if no bid and asked prices for the investment have been available to the public
within sixty days before the valuation date, at the value for the investment that
is determined by a valuator appointed for that purpose; and
(c) if a value for the investment has not been determined under clause (a) or (b),
at the value calculated by reducing the book value of the investment by
twenty-five percent on the first anniversary of the acquisition of the
investment and by fifty percent on the second anniversary.
(6) If a determination of the market value of an investment in preferred shares under
subsection (4) or clause (5)(a) results in a value that is not representative of the true
value of the investment and the shares
(a) have a variable dividend rate that is altered periodically in accordance with a
predetermined index; and
(b) are part of an underwriting in which the issuer raised at least fifty million
dollars ($50,000,000.00) in the initial issue,
the determination of the market value of the shares shall be made by a valuator
appointed for that purpose.
(7) For the purposes of clause (5)(b) and subsection (6), in determining the value of an
investment, the valuator shall consider the most recent audited financial statements
of the body corporate that issued the investment.
(8) No valuation done under clause (5)(b) or subsection (6) may be completed more
than six months before the valuation date.
Part VIII - Retained Earnings and Deficits in the Definition of Capital Base
42 For the purpose of calculating the capital base of a company, the amount of the
company’s retained earnings or deficit shall be determined in accordance with the
requirements set out in this Part.
Investments in subsidiaries
43 The equity method of accounting shall be used to calculate a company’s investment in the
shares of a subsidiary.
Swaps, futures and similar instruments
44 (1) In this Section
(a) “financial future” means a contract to buy or sell a standard quantity of a
specified financial instrument on a specified future date at an agreed price;
(b) “interest rate swap” means an agreement between two parties to exchange
interest payments, usually in which one party agrees to make payments at a
fixed interest rate and the other party agrees to make payments at a floating
interest rate, predicated on notional principal value.
(2) If a company enters into an interest rate swap or similar agreement, and the purpose
of the transaction is to hedge against interest rate or similar risks associated with its
specific assets and liabilities or groups of specific assets and liabilities through a
compensatory price movement contract, the net interest shall be recorded in the
income accounts as it occurs.
(3) If a company acquires a financial future, financial option or similar instrument and
the purpose of the transaction is to hedge against interest rate or similar risks
associated with its specific assets and liabilities or groups of specific assets and
liabilities through a compensatory price movement contract, any gain or loss shall
be deferred until the closure of the hedge.
(4) If a company acquires a financial future, financial option or similar instrument other
than for hedging purposes, the instrument shall be marked-to-market daily on an
individual contract basis, any unrealized loss shall be recognized on that basis in the
income accounts, and any unrealized gain shall be deferred until realized.
45 (1) In this Section, “covered option” means a contract under which the purchaser
acquires the right to require the company to sell to it, within or at a specified time,
for a specified amount, specified securities that the company owns at the time of
contracting.
(2) Any premium received for writing a covered option shall be recorded as a reduction
in the book value of the applicable investment until the expiry or exercise of the
option.
(3) On the expiry of a covered option, the premium received shall be recorded as
income.
(4) On the exercise of a covered option, the premium received shall be included in the
gain or loss on the disposition of the applicable investment.
Short selling and uncovered options
46 (1) In this Section, “short” in relation to a sale of securities by a company means a sale
of securities that the company does not own or have the right to acquire at the time
of making the sale.
(2) If a company sells equity or debt obligations short,
(a) the investment in the short sale contract shall initially be recorded by treating
the amount due from the investment dealer as an investment under subsection
(1) of Section 48 of the Act;
(b) after the recording referred to in clause (a), the investment in the short sale
contract shall be marked-to-market daily, on a contract-by-contract basis, with
the accumulated losses, if any, recorded in the company’s income accounts;
and
(c) all unrealized gains on the investment in the short sale contract shall be
deferred except to the extent that the recording of gains would increase the
investment to its original value.
47 (1) Any premium received for writing an uncovered call option shall be recorded as
deferred income until the option lapses or is exercised or until an equal offsetting
contract is purchased.
(2) If an uncovered call option
(a) lapses unexercised, the premium shall be recorded as income;
(b) is exercised, the premium shall be included in the gain or loss on the
transaction; or
(c) is offset by the purchase of an equal offsetting contract, the premium
previously received shall be netted against the premium paid on the contract
purchased, and the net gain or loss shall be recorded in the income accounts at
the time of the purchase.
(3) Every uncovered call option shall be marked-to-market daily on a contract-by-contract basis with the accumulated losses, if any, recorded in the income accounts.
(4) No unrealized gains on an uncovered call option shall be recorded except to reverse
previously recorded losses on the transaction.
Financial instruments generally
48 (1) When a company enters into a transaction mentioned in Sections 45 to 47, the
company shall determine whether the transaction is made for the purpose of either
hedging or capital appreciation and shall document its determination with its
accounting records.
(2) All unrealized gains and losses on transactions mentioned in Sections 45 to 47 that
are entered into for hedging purposes shall be deferred until the closure of the
hedge.
(3) All unrealized losses arising from transactions mentioned in Sections 45 to 47 that
are entered into for capital appreciation purposes shall be marked-to-market daily on
a contract-by-contract basis, and all unrecognized gains shall be deferred on a
contract-by-contract basis until the termination of the applicable agreement.
(4) After a company has made a determination under subsection (1) in respect of a
transaction, the company shall not change its method of accounting for gains and
losses arising from the transaction.
Asset-backed securities
49 (1) In this Section, “asset-backed securities” means an arrangement for the sale of
assets that entitles the purchaser to an undivided beneficial interest in a pool of
assets.
(2) If a company has approved issuer status granted by Canada Mortgage and Housing
Corporation under the CMHC mortgage-backed securities program, any gain on
disposition arising from the sale of interests in pools of mortgages under that
program may be recorded immediately in the income accounts.
(3) Any gain on disposition arising from the sale by the company of interests in pools
of National Housing Act (Canada) mortgages under any mortgage-backed securities
program may be recorded immediately in the income accounts.
(4) If, under any asset-backed securities arrangement not referred to in subsection (2) or
(3), the company sells interests in pools of assets and retains administration of the
assets on behalf of the purchasers, a portion of the gain on the sale, if any, equal to
the maximum loss sustainable by the company under any recourse provision of the
arrangement shall be treated as deferred income until the maturity of the asset-backed securities.
Profit recognition on asset sales
50 (1) If a company sells an asset to a purchaser who is not a restricted party and the
purchaser makes a cash down payment of at least twenty-five percent of the
purchase price, the determination of any gain or loss on the sale may be made
without taking into account any reduced rate financing on the sale offered to the
purchaser and any commercial and reasonable performance guarantee given to the
purchaser.
(2) If a company sells an asset to a purchaser who is not a restricted party and the
purchaser does not make a cash down payment of at least twenty-five percent of the
purchase price, the determination of any gain or loss on the sale shall take into
account the estimated costs of any performance guarantee given by the company
and any forbearance of interest.
51 Gains and losses on the sale of securities must be recognized in the income accounts at
the time of the sale.
Real estate project accounting
52 Indirect costs, including lease-up costs and general and administrative expenses that do
not specifically relate to real estate projects under development, must be charged to
expense in the income accounts as they are incurred.
53 The book value of a real estate development project shall not exceed the current market
value of the project as reduced by the estimated costs of disposition.
54 (1) Revenue from the sale of real estate shall not be recognized until
(a) the significant risks and rewards of ownership have been transferred to a
purchaser in good faith in a transaction in which all significant acts have been
completed and the company does not retain any continuing managerial
involvement in the degree usually associated with the ownership of real estate;
and
(b) the collection of the proceeds from the sale is reasonably assured.
(2) For the purpose of subsection (1), significant acts are not considered to be
completed until such time as all parties are unconditionally bound by the terms of
the contract.
55 Financing and carrying costs for vacant real estate held for resale or development must be
charged to the income accounts as they are incurred.
Recognition of fee income
56 In Sections 57 to 67, “loan fees” means the total of all placement fees, application fees,
management fees and all other similar fees payable in respect of a loan, mortgage or lease
except those that are unconditionally refundable, and includes
(a) loan fees charged to a debtor, mortgagor or lessee for arranging or originating
a loan, mortgage or lease;
(b) commitment fees, including standby and guarantee fees and fees of like
nature; and
(c) interest rate pay-down fees.
57 Sections 58 to 67 apply if the loan fees for a loan, mortgage or lease or a proposed loan,
mortgage or lease exceed the lesser of
(a) one thousand dollars ($1,000.00); or
(b) one percent of the principal amount of the loan, mortgage or lease.
58 For the purpose of calculating the amount of loan fees, fees charged to a third party are
deemed to be fees charged to a debtor, mortgagor or lessee if the third party and the
debtor, mortgagor or lessee are related or associated, or if the third party sold the
mortgaged property to the mortgagor.
59 (1) Loan fees must be recognized as revenue, as an adjustment of the contractual
interest rate over the deemed expected term of the loan to which the fees relate, and
must be amortized on a time proportion basis so as to result in a constant interest
rate adjustment to the yield on the loan.
(2) The deemed expected term of a loan is the contractual maturity date unless,
(a) the borrower has a right to renew the loan according to the contract terms, in
which event the expected term is deemed to be extended in accordance with
the right;
(b) the maturity date according to the contract occurs within the year, and in light
of the economic substance of the financing it may reasonably be expected that
the loan will be renewed, in which event the expected term is deemed to be
three years; and
(c) there is no contractual maturity date, in which event the expected term is
deemed to be five years after the contract date.
(3) For the purposes of subsection (2), the deemed expected term of a loan is not
affected by any prepayment rights that the borrower is entitled to exercise.
60 (1) Direct costs relating to a loan, mortgage or a lease, including finders fees and
commissions, legal fees and appraisal and other direct costs paid to independent
third parties, may be recognized on the same basis as loan fees.
(2) Indirect costs including supervisory and overhead costs associated with loans,
mortgages and leases shall be expensed in the period in which they are incurred.
61 (1) Nonrefundable commitment fees shall be accounted for as deposits and may not be
recognized as revenue while the commitment, by its terms, remains unexpired.
(2) A commitment fee for an expired unexercised commitment shall be recognized as
revenue as of the date of expiry.
(3) A commitment fee for a commitment that is exercised shall be treated as a loan fee
for the resulting loan by the company.
62 (1) Unconditionally refundable fees shall be accounted for as deposits until the fees are
refunded.
(2) Refundable fees subject to conditions shall be treated as deposits until the
conditions are resolved, at which time the residual amount shall be treated as loan
fees.
63 (1) When a loan, mortgage or lease is sold or the balance of the loan, mortgage or lease
is extinguished in the ordinary course of business, any related unamortized loan fees
shall be recognized as revenue upon the sale or extinguishment.
(2) Subsection (1) does not apply in the case of sale unless all risks and rewards of
ownership have been transferred in good faith to an independent third party.
64 If the terms of a loan, mortgage or lease permit prepayments of principal in an amount
that exceeds twenty-five percent of the balance outstanding and a prepayment is made, the
amortization of the unamortized loan fees may be correspondingly accelerated in the
proportion that the amount of the prepayment bears to the balance outstanding.
65 When a company ceases to recognize the contractual interest rate on a loan, mortgage or
lease as income because of the doubtful collectibility of the balance of the loan, mortgage
or lease, no unamortized fees shall be amortized until the loan, mortgage or lease ceases
to be in arrears.
66 (1) When a loan, mortgage or lease is renegotiated because of adverse circumstances of
the debtor, mortgagor or lessee, or is otherwise restructured, any unamortized fees
from the original loan, mortgage or lease shall be treated as loan fees for the
renegotiated transaction.
(2) If proceedings for foreclosure or under a power of sale in a mortgage are begun, any
unamortized loan fees for the mortgage shall be netted against the outstanding
balance of the mortgage.
67 In any transaction in which a company acquires an asset, any fee received by the
company from the vendor to complete the transaction shall be recorded as an adjustment
to the purchase price of the asset.
Troubled loan refinancing or restructuring
68 For the purposes of Sections 69 to 74, a troubled loan refinancing or restructuring occurs
when a company, for economic or legal reasons related to the borrower’s financial
difficulties, grants a concession to the borrower that it would not otherwise consider.
69 (1) The amount of any loss resulting from a troubled loan refinancing or restructuring
in which only the repayment terms of the loan are modified shall be determined by
calculating the discounted value of the total future cash receipts for the loan under
the modified terms, and subtracting that amount from the discounted value of the
total future cash receipts for the loan under the original terms.
(2) A loss determined under subsection (1) must be recorded as a loss in the income
accounts at the time of the refinancing or restructuring and the book value of the
loan adjusted accordingly.
70 (1) If the discounted value of the total cash receipts for a loan under a troubled loan
refinancing or restructuring is greater than the discounted value of the total cash
receipts for the original loan, interest income for the refinanced or restructured loan
shall be calculated in accordance with the effective interest rate determined under
subsection (2).
(2) For the purpose of subsection (1), the effective interest rate for the refinanced or
restructured loan is the discount rate that equates the present value of future cash
receipts under the refinanced or restructured loan with the amount of the recorded
investment.
71 (1) Any payment for a loan following a troubled loan refinancing or restructuring that is
received
(a) within six months after the refinancing or restructuring, if the payment is
collectible monthly; or
(b) within one year after the refinancing or restructuring, if the payment is
collectible other than monthly,
shall be applied in reduction of the outstanding principal amount of the loan, and
shall not be attributed to interest income.
(2) After subsection (1) ceases to apply, interest income may be recorded at the
effective interest rate of the loan, which is deemed to be the discount rate that
equates the present value of the future cash receipts under the terms of the
refinancing or restructuring with the amount of the outstanding principal.
72 (1) If a troubled loan refinancing or restructuring involves the partial repayment of the
loan by way of consideration other than cash and modifies the repayment terms of
the loan,
(a) the fair market value of the non-cash consideration must be determined and
accounted for as a partial repayment of the loan; and
(b) any loss resulting from the refinancing or restructuring shall be calculated in
accordance with Section 69.
(2) For the purposes of subsection (1), no value shall be ascribed to any contingent
consideration receivable such as rights to future profit participations.
(3) No amount payable to the company as contingent consideration may be recognized
as interest or other income until it is received.
73 All legal fees and other costs incurred with respect to a troubled loan refinancing or
restructuring shall be expensed as they are incurred.
74 (1) All fees received by a company in respect of a troubled loan refinancing or
restructuring shall be treated as deferred income until the loan is paid in full.
(2) Despite subsection (1), if, under a troubled loan restructuring or refinancing, the
borrower provides additional security having a market value at least equal to fifty
percent of the value of the security given under the original loan, the fees received
by the company in respect of the refinancing or restructuring shall be accounted for
as set out in Sections 56 to 67.
Favourable rate financing
75 (1) This Section applies in respect of a loan made by a company to a third party
(a) at an interest rate that is more than two percentage points below the
company’s normal lending rate for comparable loans with similar collection
risks; and
(b) in connection with the disposition of real estate acquired by the company
through a mortgage foreclosure or a loan restructuring.
(2) The amount of the discount on a loan described in subsection (1) is the difference
between
(a) the discounted value of the total future cash receipts for the loan, calculated
using the company’s normal lending rate for comparable loans with similar
collection risks in lieu of the contractual interest rate for the loan; and
(b) the discounted value of the total future cash receipts for the loan at the
contractual interest rate.
(3) A discount on a loan determined under subsection (2) must be recorded as a loss in
the income accounts at the time the loan is made and the book value of the loan
adjusted accordingly.
Provision for losses
76 (1) Any accumulation for known, probable and possible losses shall be deducted from
the applicable asset.
(2) No sum in addition to provisions for known, probable and possible losses and
bookable contingencies may be appropriated.
(3) Any addition to an accumulation for known, probable and possible losses shall be
created by a charge to the income accounts.
77 A loss of any nature shall be included in the income accounts when the loss is incurred.
Part IX - Capital Base Requirements
78 (1) Subject to subsections (2), (3) and (4), the total amount
(a) received as deposits and otherwise borrowed by a licensed provincial loan
company; and
(b) received as deposits and otherwise borrowed by a licensed provincial trust
company,
shall not exceed, at any time, an amount equal to ten times its capital base.
(2) Amounts borrowed by a licensed provincial company by way of subordinated notes
and by way of mortgages on real estate owned by the company shall not be included
in a determination of a total amount under subsection (1).
(3) On the application of a licensed provincial company, the Superintendent, by order
and subject to such terms and conditions as may be set out in the order, may
increase the total amount that may be borrowed or received by the company to an
amount equal to such multiplier in excess of ten times but not exceeding twenty-five times its capital base as may be set out in the order and subsections (1) and (2)
shall be deemed to apply to such increased amount, substituting the new multiplier
for “ten” in subsection (1).
(4) A licensed provincial company may exceed, at any time, the limit on its borrowing
multiple as set out in subsection (1) or as set out in an order under subsection (3) if
the board of directors has approved, by a resolution passed on an annual basis, the
exceeding of the limit and so long as the amount by which the limit is exceeded is
invested as set out in Section 79.
(5) No order shall be made under subsection (3) unless the application of the company
is accompanied by a certified copy of a special resolution of the company
supporting the increase requested under subsection (3).
(6) At least once each year, the Superintendent shall review the borrowing multiple
authorized for each company to determine if the borrowing multiple is appropriate.
79 For the purposes of subsection (4) of Section 78 the manner for investing amounts that
exceed the limit on the borrowing multiple of a licensed company is in those investments
identified as liquid assets in clause 87(2)(a).
Part X - Total Assets
80 Subject to Section 81, for the purpose of the definition of “total assets” in the Act, the
assets of a licensed provincial company are calculated by
(a) adding the book value of all assets of the licensed provincial company;
(b) subtracting from the amount determined in clause (a)
(i) the book value of goodwill and other intangible assets including
copyrights and patents,
(ii) the book value of deferred charges, and
(iii) the amount, if any, that is the excess of the aggregate book value over
the aggregate market value of all assets that are securities and debt
obligations issued or guaranteed by any government, including a
municipal government, or by any government agency.
81 For the purposes of Section 80
(a) provisions or allowances for losses of a general nature must be deducted from
the most closely applicable class of assets;
(b) cash deposits in financial institutions must be offset against overdrafts with
financial institutions;
(c) the equity method of accounting must be used when calculating the
company’s investment in the shares of a subsidiary;
(d) assets administered for estates, trusts and agencies must not be included in the
calculation of total assets; and
(e) the book value of an asset is the cost or amortized cost of the asset less
accumulated depreciation, provisions or allowances for losses and received
but unearned interest.
82 (1) For the purposes of subsection (1) of Section 49 of the Act, the percent of its total
assets that a licensed provincial company shall maintain in specified investments is
forty-five percent.
(2) For the purposes of subsection (1) specified investments includes
(a) securities issued or guaranteed by the Government of Canada or of a province
or by any of their agencies, or issued by a university, municipality, hospital or
a school board, in Canada;
(b) loans to the Government of Canada or of a province or by any of their
agencies, or to a university, municipality, hospital or a school board, in
Canada or loans guaranteed by the Government of Canada or of a province;
(c) securities on which payment is ensured by rates or by the levy of a tax by a
school or municipal corporation under a law of Canada or of a province, on
property situated within the jurisdiction of the school or municipal
corporation;
(d) first mortgages upon real estate in Canada in an amount not greater than
seventy-five percent of the market value of the charged property, unless
approved or insured within the meaning of the National Housing Act or
unless the excess amount is guaranteed or insured by the Government of
Canada, or of a province or by any agency thereof or under a hypothec
insurance policy issued by an insurance company authorized to carry on
business in Canada;
(e) securities on which payment or principal and interest is guaranteed by the
grant of a subsidy by the Government of Canada or of a province payable out
of the sums voted each year for that purpose;
(f) debt securities including banker’s acceptances, other than subordinated debt
securities, issued or guaranteed by a financial institution duly authorized to
take deposits in Canada;
(g) deposits with financial institutions duly authorized by statute to take deposits
in Canada; and
(h) cash or cash and any combination of the assets enumerated above.
Part XI - Self Dealing
83 For the purposes of clause 182(1)(h) of the Act, a licensed company may enter into a
transaction to sell or redeem its own subordinated notes and its own shares to or from a
restricted party.
84 For the purposes of clause 182(3)(d) of the Act and subject to Sections 35 to 58 of the
Act, a licensed company or a subsidiary of a licensed company may enter into sales and
purchases to or from a restricted party of
(a) treasury bills issued by the Government of Canada or the government of any
province;
(b) mortgage loans that are insured by the Canada Mortgage and Housing
Corporation or Mortgage Insurance Corporation of Canada that are not in
default;
(c) bonds issued or guaranteed by the Government of Canada or the government
of any province; and
(d) certificates or notes issued or guaranteed by a financial institution that is not a
restricted party of the licensed company, that are issued in Canada and have a
term to maturity when issued of one year or less but not including stocks,
bonds or subordinated debentures,
that are undertaken at readily identifiable prevailing market rates if the instruments are
transferable.
Part XII - Classes of Assets
85 (1) Subject to the terms, conditions and restrictions, if any, imposed on its licence, a
licensed provincial company may not invest more than ten percent of its total assets
in
(a) debt instruments made under clause 44(1)(c) of the Act; and
(b) business or commercial loans made under clause 44(2)(c) of the Act,
if the investment is made for the purpose of financing the acquisition, development
and construction of real estate for commercial, industrial or residential purposes in
the circumstances set out in subsection (2).
(2) Subsection (1) applies in respect of a debt instrument or loan if
(a) the borrower’s equity interest is less than twenty-five percent of the project in
respect of which the debt instrument is entered into or the loan is made; and
(b) a term of the debt instrument or loan agreement provides
(i) for fee income to be earned by the licensed provincial company, its
subsidiaries or by any restricted party to the company that, if the fees
were considered as a cost of borrowing, would increase the cost of
borrowing by two or more percentage points,
(ii) that interest on the debt instrument or loan shall be paid by means of an
interest reserve,
(iii) that interest on the loan shall be paid by means of capitalizing it as
principal, or
(iv) that the licensed provincial company or its subsidiaries or any restricted
party to the company shall participate in the profit or the equity of the
project in respect of which the loan is made or debt instrument is
entered into.
86 A licensed provincial company may not invest more than an amount equal to the
proceeds of its borrowings raised outside Canada plus five percent of its total assets in
(a) bonds, debentures or other forms of indebtedness of a body corporate
incorporated outside of Canada;
(b) shares of a body corporate incorporated outside of Canada unless the shares
are listed on a recognized Canadian stock exchange;
(c) real estate located outside of Canada;
(d) loans on the security of real estate or leaseholds outside Canada; and
(e) mutual fund shares or units that are traded only by dealers who are not
registered with a securities commission in Canada.
Part XIII - Liquidity
87 (1) For the purpose of Section 42 of the Act, a licensed provincial company shall
maintain unencumbered liquid assets, net of specified borrowings, at least equal to
twenty percent of its short-term liabilities coming due and payable within 100 days
or less.
(2) For the purposes of this section [Part]
(a) “liquid assets” mean[s]
(i) at book value, cash and demand deposits in a financial institution duly
authorized to take deposits in Canada,
(ii) at book value, treasury bills of Canada or a province,
(iii) at book value, term deposits, bearer deposit notes and other similar
instruments issued by a financial institution duly authorized to take
deposits in Canada that have a term of 100 days or less or mature within
100 days,
(iv) at book value, bankers’ acceptances that mature within one year,
(v) at market value, securities, other than securities referred to in subclause
(ii), issued or guaranteed by a government of Canada, a province or a
municipality,
(vi) at book value, demand loans other than loans to an individual, which are
fully secured by treasury bills, term deposits, bearer deposit notes,
bankers’ acceptances which mature in a year or less, or securities issued
or guaranteed by a government of Canada, a province or a municipality,
and
(vii) interest accrued on the items referred to in subclauses (i), (ii), (iii), (iv),
(v) and (vi);
(b) “short-term liabilities” mean[s]
(i) deposits payable within 100 days or on 100 days’ notice or less
including demand deposits,
(ii) bonds, debentures, notes, loans or other similar liabilities payable within
100 days or on 100 days’ notice or less, excluding any specified
borrowing,
(iii) loans or securities guaranteed by the licensed provincial company that
are payable within 100 days or on 100 days’ notice or less, and
(iv) interest accrued on the items referred to in subclauses (i), (ii) and (iii);
and
(c) “specified borrowings” mean[s] demand loans or loans having an original
term to maturity of seven days or less, including accrued interest.
88 The total amount of liquid assets maintained by a licensed provincial company is
calculated in accordance with the specifications described in Form 5 under the heading
“Unencumbered Liquid Assets” and is the amount calculated as item 10 on the Form.
89 The total amount of deposits and obligations of the licensed provincial company that are
payable in one hundred days or less is calculated in accordance with the specifications
described in Form 5 under the heading “Short-term Liabilities” and is the amount
calculated as item 15 on the Form.
90 Every licensed provincial company shall prepare a liquidity return in Form 5 quarterly as
of the last day of March, June, September and December of each year, and shall file the
return with the Superintendent within thirty days after the end of the period to which it
relates.
Part XIV - Subordinated Notes
91 Every subordinated note issued by a licensed provincial company shall state on its face
(a) a fixed maturity term;
(b) the terms of its subordination; and
(c) all restrictions applicable on redemption or payment of the note.
92 Every subordinated note issued by a licensed provincial company shall state that,
(a) the redemption or payment of the note at maturity, upon default or otherwise,
will be suspended if there are reasonable grounds to believe that,
(i) the company is or, after the redemption or payment would be, unable to
pay its liabilities as they become due,
(ii) after the redemption or payment, the realizable value of the company’s
assets would be less than the aggregate of its liabilities, or
(iii) the redemption or payment would cause the company to be in
contravention of the Act or the regulations;
(b) the note will not be redeemed, paid or otherwise compromised by a company
except on sixty days written notice by the company to the Superintendent; and
(c) notice referred to in clause (b) can be satisfied by the noteholder giving the
notice to the Superintendent.
Part XV - Common Trust Funds
93 In this Part
(a) “fund” means a common trust fund;
(b) “investments” means bonds, debentures, guaranteed investment certificates,
shares, warrants, rights to subscribe for or purchase shares, any title to or
interest in the capital assets, property, profits, earnings or royalties of any
undertaking or enterprise commonly evidenced by a certificate or a similar
document or depository receipt;
(c) “participant” means any trust or estate the moneys of which have been
invested in the fund; and
(d) “participation” means the interest of any participant in a fund.
94 (1) A fund may not be established unless there are trust moneys therein aggregating at
least two hundred thousand dollars ($200,000.00) and unless a written plan of
operation for the fund complying with this Section has been submitted to the
Superintendent at least thirty days before the start of the operation.
(2) The fund shall be maintained in accordance with the plan of operation and any
amendment thereto must be filed with the Superintendent at least thirty days before
it takes effect.
(3) The plan of operation must set out the manner in which the fund is to be operated
and contain provisions as to
(a) the particulars of investment powers and restrictions of the fund;
(b) the computation and allocation of income and the distribution thereof;
(c) the allocation of the profits and losses of the fund;
(d) the conditions governing admissions of trust moneys to and withdrawals of
participations from the fund;
(e) the original unit of participation;
(f) the form of documentation to be used as evidence of participation;
(g) the auditing and settlement of accounts of the trust company with respect to
the fund;
(h) the basis and method of valuing the assets of the fund;
(i) the basis upon which the fund may be terminated;
(j) the method by which the plan of operation may be amended; and
(k) such other matters as may be necessary to define clearly the rights of
participants.
(4) The plan of operation must provide that it is subject to all applicable laws of the
Province of Nova Scotia pertaining to the operation of common trust funds.
(5) The plan of operation must provide for
(a) the amortization of premiums and discounts on bonds or other obligations;
and
(b) the allocation of profits and losses and the apportionment thereof between
principal and income.
Units of participation
95 (1) A fund shall be divided into units of equal value, and the proportionate interest of
each participant is expressed by the number of such units allocated to it.
(2) Upon the establishment of a fund, a trust company shall divide the fund into units of
five dollars ($5.00) or any multiple of five dollars ($5.00), and allocate to each
participant the number of units proportionate to its original investment in the fund.
(3) When additional moneys are admitted to the fund, the amount so admitted must be
equal to the then value of one or more of the units of the Fund, and the number of
units increased accordingly.
(4) Each unit of participation must have a proportionately equal beneficial interest in
the fund, and none may have priority or preference over any other.
96 (1) No money from any participant may be accepted by a fund if as a result the
participant would have an interest in the fund in excess of ten percent of the book
value of the assets of the fund.
(2) In applying the limitation contained in this Section, if two or more trusts are created
by the same settlor or settlors and as much as one-half of the income or principal or
both of each trust is payable or applicable to the use of the same person or persons,
the trusts shall be treated as one.
Management and ownership of assets in a fund
97 (1) A trust company has exclusive management and control of any fund that it
maintains.
(2) No participant and no person having an interest in a participant may have
individual ownership of any particular assets in a fund.
(3) All the assets of a fund are at all times considered to be assets held in trust by the
trust company, and title thereto is vested solely in the trust company as trustee.
Admissions and withdrawals of participations
98 (1) No trust moneys may be admitted to and no participation may be withdrawn from a
fund except on the basis of the trust company’s valuation of the fund and except as
of a valuation date.
(2) The value of the fund and its units shall be determined within ten business days
following the valuation date.
(3) When a participation or any part thereof is withdrawn from a fund, the amount
withdrawn may, in the discretion of the trust company, be paid in cash or rateably in
kind, or partly in cash and partly rateably in kind, but all payments or transfers as of
any one valuation date must be made on the same basis.
(4) No admission of trust moneys to or withdrawal of a participation from a fund is
permitted if the result would be that less than twenty-five percent of the remaining
assets of the fund would be composed of one or more unencumbered liquid assets
that are in a form described in clause 87(2)(a), but this subsection does not apply to
prohibit a rateable distribution upon all participations.
(5) If, because of a change in circumstances, an investment held by a fund does not
continue to meet the eligibility criteria under the plan of operation of the fund for a
new investment, and the state of ineligibility continues for a period of six months,
no admission to or withdrawal from the fund may be made except as set out in
subsection (6).
(6) Admission to and withdrawal from a fund in the circumstances set out in subsection
(5) may be made
(a) when, because of a change in circumstances, the investment again meets the
eligibility criteria under the plan of operation of the fund for a new
investment; or
(b) when the investment is eliminated from the fund by means of
(i) sale,
(ii) distribution in kind to participants, or
(iii) segregation in a liquidation account for the benefit rateably of all the
participants in the fund on the date of the segregation.
(7) No participation may be withdrawn in part only, unless the amount so withdrawn is
equal to the value of one or more full units at the time of the withdrawal.
Participation register
99 A register must be maintained for each fund during the existence of the fund and for a
period of six years after its termination showing, with respect to each participant,
(a) the date of each admission of trust moneys to the fund, the number of units
allotted and the value at which each unit is allocated;
(b) the date of each withdrawal, the number of units redeemed and the amount
paid on redemption to the participant;
(c) the number of units currently held; and
(d) the share in any liquidating account.
Participation certificates
100 Participations in a fund may be evidenced by certificates, but no trust company
maintaining a fund may issue any document evidencing a direct or indirect interest therein
in any form that purports to be negotiable or assignable.
101 (1) Not less frequently than once during each period of three months, every trust
company must determine the value of each fund that it maintains and of the units of
participation thereof.
(2) The investments held by a fund shall be valued as set out in subsections (3) to (10).
(3) A share that is listed on any stock exchange shall be valued at its closing sale price
on the valuation date or, if there is no sale price for the share on the valuation date,
at the more recent of
(a) the average of the most recent bid and asked prices for the share; and
(b) the most recent sale price published for the share.
(4) Despite subsection (3), if, in the opinion of the trust company, the value of a share
that is determined under subsection (3) does not fairly indicate its market value, the
trust company shall obtain from two members of a stock exchange a written
estimate of the value of the share as of the valuation date, and the value of the share
shall be deemed to be the average of the two estimates.
(5) An investment, other than a mortgage, that is not listed on any stock exchange shall
be valued as of the valuation date
(a) if bid and asked prices for the investment have been available to the public
within sixty days before the valuation date, at the average of the most recent
available bid and asked prices; or
(b) at the average of the most recent available quotations of the price of the
investment by two recognized dealers in the securities.
(6) For the purposes of subsections (3) and (5), the sale price, bid and asked prices, and
over-the-counter quotations for an investment that are published in any newspaper
of general circulation in the City of Halifax, in any recognized financial journal or
report, or by any quotation service or that are contained in the records of a stock
exchange are sufficient evidence of the prices and quotations.
(7) The value of an investment in a mortgage is the present value of the mortgage
calculated using the current interest rate to the maturity of the mortgage.
(8) If a dividend on a share has been declared but not received by the fund, and the
dividend is considered to be income under the plan of operation of the fund, the
amount of the dividend shall be deducted from the price of the share unless the
share price is an ex dividend price.
(9) If the fund has purchased an investment and has not paid for it pending delivery of
the investment, the investment shall be valued as an investment held by the fund
and the cash accounts adjusted accordingly.
(10) If the fund has sold an investment and has not delivered it pending receipt of the
sale proceeds, the investment shall be valued as an investment held by the fund at
the net sale price.
Distributions of income
102 (1) The income of a fund and the apportionment thereof must be determined at each
valuation date.
(2) The income must be distributed to participants not less frequently than quarter-yearly.
(3) For purposes of distribution to participants, the income may be computed at the
option of the trust company either on the basis of income accrued or on the basis of
income actually received.
(4) To facilitate the distribution of accrued but uncollected income, the cash principal
of a fund may be used to the extent necessary.
Investments
103 (1) The investments of a fund must be kept separate from the trust company’s own
property, and each investment must be so identified in the books of the company to
show clearly the fund to which it belongs.
(2) Despite subsection (1), any moneys of the fund awaiting investment or distribution
may be held on deposit in the savings department of the trust company subject to
payment thereon by the company of interest computed at the current rate and in the
same manner as in the case of ordinary deposits.
(3) The total investment of a fund in
(a) guaranteed investment certificates of any trust company;
(b) debentures of any loan company; or
(c) bonds of, or guaranteed by, any municipal corporation,
may not exceed, in each case, ten percent of the book value of the fund.
(4) The total investment of the fund in investments of or guaranteed by any one person,
other than the obligations referred to in subsection (3), may not exceed five percent
of the book value of the fund.
(5) Subsections (3) and (4) do not apply to investment in obligations issued or
guaranteed by the Government of Canada or the government of any province of
Canada.
(6) The total number of shares held by a fund in any one class of shares of any one
body corporate may not exceed five percent of the number of such shares
outstanding and, if the trust company maintains more than one fund, no investment
may be made that would cause the aggregate investment for all the funds in any one
class of shares of any one body corporate to exceed such limitation.
(7) Not less than twenty-five percent of the value of the assets in a fund may be
maintained in one or more unencumbered liquid assets in a form described in clause
87(2)(a).
Accounting records and register of participants
104 A complete set of accounting records must be maintained for each fund during the
existence of the fund and for six years after its termination and the records must clearly
distinguish items of principal from items of income.
105 The register of participants and all accounting records pertaining to a fund for the period
after that covered by the last accounts passed by a court shall be open to inspection during
the regular business hours of the trust company by any co-trustee or beneficiary of a
participant.
Audit report and financial statements
106 (1) Every trust company must, at least once during each period of twelve months,
prepare financial statements for each of its funds and cause an audit of each of its
funds to be made by an independent accountant.
(2) The financial statements mentioned in subsection (1) must include
(a) a list of the investments comprising each fund at the end of the period
covered by the statements and the book value thereof as at the end of the
period covered by the statements;
(b) a statement of purchases, sales and any investment changes and of revenue
and disbursements since the last statements; and
(c) appropriate comments as to any investments in default as to payment of
principal and interest.
(3) The trust company must file a copy of the financial statements and audit report for
an audit of each fund under subsection (1) with the Superintendent within ninety
days after the date of the audit report.
(4) The trust company must, without charge, send a copy of the financial statements
and audit report for a fund
(a) to every co-trustee of a participant in the fund; and
(b) upon request, to every beneficiary of a participant in the fund.
(5) The reasonable expenses of an audit under subsection (1) shall be paid out of the
fund and charged to principal and income in such proportion as the trust company
considers appropriate.
Administration fees and expenses
107 (1) A fund may not be treated as a separate trust fund on which commissions or other
compensation is allowable and no trust company maintaining a fund may make any
charge against it for the management thereof nor pay a fee, commission or
compensation out of the fund for management but may reimburse itself out of a
fund for all reasonable expenses incurred by it in the administration of the fund.
(2) In any trust or estate that has moneys participating in a fund, the trust company is
entitled to the management fee or other compensation to which it would otherwise
be entitled in respect of such moneys.
Publicity
108 A trust company may not make representations as to the earnings realized on a fund or the
value of the assets thereof except as is permitted or required under this Part.
Part XVI - Deposit Agents
109 In this Part
(a) “deposit agent” means a person who receives deposits for transmission to a
licensed company; and
(b) “remuneration rates” include commissions, overrides, bonuses and expenses
paid by a licensed company to a deposit agent.
110 Every deposit received in the Province by a deposit agent must be evidenced by a receipt
issued to the depositor in the name of the licensed company with a copy of the receipt
provided to the licensed company.
111 Every deposit received in the Province by a deposit agent from or on behalf of a
depositor must be payable to the licensed company only or be accompanied by a written
direction authorizing the deposit agent to deposit the funds with a licensed company.
112 Every licensed company must file with the Superintendent, within ninety days after its
fiscal year end, a list showing the name and current address of each deposit agent that was
paid by the company for taking deposits in the Province on its behalf during the fiscal
year of the company.
113 (1) Every licensed company must file with the Superintendent, within ninety days after
its fiscal year end, a schedule or schedules of remuneration rates expressed as a
percentage of deposits or in dollars, as may be applicable, for all deposit agents
acting on behalf of the company in the Province as of the fiscal year end and
indicate the number of deposit agents to which each schedule applies.
(2) Every licensed company must file with the Superintendent all changes to its
schedule or schedules or remuneration rates and every change made to the
remuneration rate applicable to a deposit agent in the Province at least ten days
before the rates come into effect.
Part XVII - Loans to Employees
114 For the purposes of subsection (2) of Section 182 of the Act, a licensed provincial
company that has been in operation for five years may make loans to its employees.
115 (1) The amount of a loan made under subsection (2) of Section 182 of the Act shall not
exceed
(a) $150,000.00 where the company has total assets exceeding $100,000,000.00;
and
(b) fifteen one-hundredths of one percent of the total assets of a company with
total assets of $100,000,000.00 or less.
(2) Despite subsection (1), a loan made under subsection (2) of Section 182 of the Act
that is secured by the principal residence of the employee or the employee’s spouse
shall not exceed
(a) $300,000.00 where the company has total assets exceeding $100,000,000.00;
and
(b) three-tenths of one percent of the total assets of a company with total assets of
$100,000,000.00 or less.
Part XVIII - Subsidiaries
116 (1) For the purposes of subsection (2) of Section 51 of the Act, a licensed provincial
company may establish or acquire as a subsidiary or associated company any of the
following types of companies:
(a) data processing or information management company;
(b) factoring company;
(c) financial leasing company;
(d) foreign financial institution;
(e) investment counselling company;
(f) mutual fund distribution company;
(g) portfolio management company;
(h) real property brokerage company;
(i) real property company;
(j) management service company;
(k) insurance company or insurance brokerage company;
(l) securities dealer company;
(m) bank;
(n) trust company; and
(o) loan company.
(2) With the prior approval of the Superintendent and subject to such terms and
conditions as the Superintendent may impose, a licensed provincial company may
establish or acquire as a subsidiary or associated company, in addition to those set
out in subsection (1), any company carrying on any other business activity
reasonably ancillary to the business of the company.
117 (1) The terms and conditions applicable to the establishment or acquisition of a
subsidiary by a licensed provincial company under subsection (1) of Section 116 are
as set out in this Section.
(2) Before making an application to incorporate a proposed subsidiary, or seven days
before making an investment in the shares of a proposed subsidiary that is an
existing company or body corporate, a licensed company shall file with the
Superintendent
(a) where it is investing in the shares of an existing company or body corporate, a
certified copy of the instrument of incorporation, by-laws and most recent
financial statements of the company or body corporate; and
(b) an undertaking that the licensed provincial company
(i) will ensure that the proposed subsidiary engages only in business
activities related to the purposes for which it is incorporated or acquired
and subject to any terms and conditions imposed by the Superintendent,
(ii) will ensure that the proposed subsidiary makes only investments that
satisfy the terms, conditions and restrictions that are applicable to
investments made by the licensed provincial company,
(iii) will provide to the Superintendent copies of the financial statements of
the proposed subsidiary and such other information concerning its
affairs as the Superintendent may from time to time request, and permit
the Superintendent or a person appointed by the Superintendent to visit
the head office and other offices of the subsidiary at any time and
examine its books, vouchers, securities and documents,
(iv) will notify the Superintendent forthwith of its disposition of any shares
of the proposed subsidiary,
(v) will not dispose of any shares of the proposed subsidiary unless, after
disposition,
(A) it will control the subsidiary, or
(B) it will hold not more than ten percent of any class of shares with
voting rights,
(vi) will not permit the proposed subsidiary to amalgamate with another
company or body corporate without giving the Superintendent at least
three days notice of the proposed amalgamation and obtaining the
Superintendent’s approval, and
(vii) will ensure that the subsidiary does not acquire or hold more than ten
percent of any class of shares of any other body corporate with share
capital, or of the equity in a body corporate without share capital.
118 (1) The terms and conditions applicable to the establishment or acquisition of a
subsidiary by a licensed provincial company under subsection (2) of Section 116 are
as set out in this Section.
(2) Before making an application to incorporate a proposed subsidiary, or seven days
before making an investment in the shares of a proposed subsidiary that is an
existing company, a licensed provincial company shall file with the Superintendent
(a) where it is investing in the shares of an existing body corporate, a certified
copy of the instrument of incorporation, by-laws and most recent financial
statements of the body corporate; and
(b) an undertaking that the licensed provincial company
(i) will ensure that the proposed subsidiary engages only in business
activities related to the purposes for which it is incorporated or acquired
and subject to any terms and conditions imposed by the Superintendent,
(ii) will ensure that the proposed subsidiary makes only investments that
satisfy the terms, conditions and restrictions that are applicable to
investments made by the licensed company,
(iii) will provide to the Superintendent copies of the financial statements of
the proposed subsidiary and such other information concerning its
affairs as the Superintendent may from time to time request, and permit
the Superintendent or person appointed by the Superintendent to visit
the head office and other offices of the subsidiary at any time and
examine its books, vouchers, securities and documents,
(iv) will ensure that the proposed subsidiary does not carry on
(A) the business of a company or body corporate that is referred to in
subsection (1) of Section 116, or
(B) a business activity that is not reasonably ancillary to the business
of the licensed provincial company,
(v) will notify the Superintendent forthwith of its disposition of any shares
of the proposed subsidiary,
(vi) will not dispose of any shares of the proposed subsidiary unless, after
the disposition,
(A) it will control the subsidiary, or
(B) it will hold not more than ten percent of any class of shares with
voting rights,
(vii) will not permit the proposed subsidiary to amalgamate with another
company or body corporate without giving the Superintendent at least
three days notice of the proposed amalgamation and obtaining the
Superintendent’s approval, and
(viii) will ensure that the subsidiary does not acquire or hold more than ten
percent of any class of shares of any other body corporate with share
capital, or of the equity in a body corporate without share capital.
119 (1) Every licensed provincial company that has established or acquired a subsidiary
under Section 116 shall prepare a report under this Section quarterly as of the last
day of March, June, September and December of each year, and shall file the report
with the Superintendent within thirty days after the end of the period to which it
relates.
(2) A report under subsection (1) shall set out for each subsidiary of the licensed
provincial company the amount and the form of the investment by the company in
the subsidiary and the amount of any guarantees of the liabilities of the subsidiary
given by the company.
(3) In subsection (2), the forms by which a licensed provincial company makes an
investment in a subsidiary include shares, debentures, loans and advances.
Part XIX [- Duties of Audit Committee and Investment Committee]
Duties of an audit committee
120 For the purposes of Section 111 of the Act, the duties of an audit committee are as set out
in subsection (2) of Section 121.
121 (1) In this Section, “audited financial statements” means the audited annual financial
statements to be placed before the shareholders of a company, including the notes to
the financial statements and the auditor’s report.
(2) The duties of an audit committee are to
(a) review the reasonableness and significance of the financial position and
reported results in the audited financial statements of the company for the
purpose of making a report under subsection (5) of Section 119 of the Act;
(b) review the accounting principles and practices followed by the company
during the fiscal year of the financial statements reviewed under clause (a),
and all significant changes from the principles and practices followed during
the preceding fiscal year;
(c) review the audited financial statements of the company’s subsidiaries, if any;
(d) review every financial report that requires the approval of the board of
directors of the company prior to being submitted to a regulatory body;
(e) discuss with the auditor the audit findings, any restrictions on the scope of the
auditor’s work and any problems that the auditor experienced in performing
the audit;
(f) review the nature and extent of the auditor’s evaluation of the internal control
systems of the company;
(g) review the recommendations made by the auditor to the management of the
company and the response made by management to the recommendations;
(h) review the organization and independence of the internal auditors of the
company, including the internal auditors’ goals and work plans and any
problems that the internal auditors experienced in performing the audit;
(i) review the recommendations that the internal auditors consider significant
respecting the improvement of accounting and internal control practices made
by the internal auditors to the management of the company and the response
made by management to the recommendations;
(j) monitor the adherence by the directors, officers and employees of the
company to the code of conduct, if any, of the company;
(k) enquire into all alleged contraventions of the code of conduct of the company
and into all circumstances that the committee considers might indicate that the
company or any of its directors, officers or employees may have contravened
the Act, the Securities Act, the Income Tax Act (Canada) or the regulations
made under those Acts;
(l) review the adequacy of the company’s complement of employees to perform
its accounting and financial responsibilities;
(m) enquire into any change in circumstances of the company that might
reasonably be expected to materially and adversely affect the financial
position of the company;
(n) report and make such recommendations to the board of directors of the
company arising from its duties under clauses (b) to (m) as the committee
considers appropriate in the circumstances; and
(o) report to the board of directors of the company any conflict between the
auditor and the management of the company that the committee has been
unable to resolve within a reasonable period of time.
Duties of an investment committee
122 (1) For the purposes of Section 111 of the Act, the duties of an investment committee
are as set out in subsection (2) of Section 123.
(2) Any report or recommendation made by an investment committee under Section
123 is made to the board of directors of the company.
123 (1) In this Section, “investment practices” means the guidelines established for making
specified classes of investments and the investment decisions made in relation to the
guidelines, including investment decisions respecting mortgage loans, acquisition,
development and construction loans, personal loans, commercial loans, leasing
loans, marketable securities, other financial instruments, real estate and other fixed
assets.
(2) The duties of an investment committee are to
(a) monitor the investment practices of the company to ensure that the company
is adhering to prudent investment standards, and report its findings thereon;
(b) monitor and recommend procedures to be used by the company to monitor the
investment practices of every subsidiary of the company and every joint
venture in which the company is a participant to ensure that they are adhering
to prudent investment standards;
(c) recommend an investment policy for the company that specifies the
proportion of the assets of the company that shall be allocated to specified
classes of investments, and recommend procedures for implementing the
policy;
(d) recommend such changes to the investment policy of the company as the
committee from time to time considers necessary to meet changes in the
investment climate;
(e) recommend the duties and powers of investment subcommittees, if any, and
officers and employees of the company to determine and implement the
investment policy of the company for specific classes of investments;
(f) review and report on the investment policy determined by, and the investment
decisions made by investment subcommittees, officers and employees of the
company, and on the competence demonstrated by the subcommittees,
officers and employees;
(g) recommend the duties and powers to be given to any investment counsellor or
other professional advisor retained by the company in connection with the
investment policy of the company, and monitor the decisions of the counsellor
or advisor to ensure that they are consistent with the investment policy of the
company;
(h) review every valuation performed under clause 41(5)(b) or subsection (6) of
Section 41
(i) to ensure that it was performed by a valuator who, in the opinion of the
committee, has a demonstrated ability to evaluate investments with
independence and proficiency, and
(ii) by examining the valuation method used, to ensure that the valuation is
based upon sufficiently current information;
(i) report every deviation from the investment policy of the company at the first
meeting of the board of directors after the committee becomes aware of the
deviation;
(j) review all management reports concerning compliance by the company and its
directors, officers and employees with the Act and regulations; and
(k) monitor the investment practices of the company to ensure that the
investment limits established do not exceed the limits required under the Act
and regulations, and report its findings thereon.
Part XX - Networking
124 (1) For the purposes of this Section, “retail” includes, without limiting its general
meaning, solicit, refer and sell.
(2) No licensed company shall retail insurance products in the Province.
(3) Subsection (2) shall not apply to
(a) creditors group life and accident and sickness insurance; and
(b) insurance products that are marketed, without any personal contact, to the
general public or to a select group.
Part XXI [- Forms]
Schedule 1 - Fees
[repealed]
________________________________________________________________
Form 1 - Application for the Issue of Letters Patent to Incorporate a Trust
or Loan Company
Trust and Loan Companies Act
Part I - General Information
1. Proposed name of the company:
2. Additional business name or style, if any, under which the company is to be
registered:
3. Address of the proposed head office:
4. Address of the proposed principal place of business in Nova Scotia:
5. Name, address and telephone number of each applicant:
Part II - Proposed Plan of Operations
6. The applicants shall prepare and attach a brief containing the information specified in this
Part.
Information about the proposed company
7. The brief shall include a description of
(i) the proposed authorized capital of the company, the stated value thereof,
the amount to be subscribed and paid up and whether the subscription is
clear from all liability on the part of any subscriber,
(ii) the proposed plan of operations for the company, including a detailed
financial projection for the first five years’ operations, showing pro forma
balance sheets and income statements for the respective years and
assumptions,
(iii) the geographical area to be served by the company, the services to be
provided and the perceived public benefits and advantages to be offered,
and
(iv) proposed management personnel or proposals about securing
management personnel.
Information about the proposed major shareholders, directors and officers
8. The brief shall include
(i) a personal questionnaire in Form 4 to the regulations under the Trust and
Loan Companies Act completed by each individual who is being
proposed as
(A) a director of the company,
(B) an officer of the company, and
(C) a beneficial owner of ten percent or more of any class of shares of
the company, and
(ii) where a body corporate is proposed as beneficial owner of ten percent or
more of any class of shares of the company,
(A) the name, address, date of birth, country of permanent residence,
educational qualifications, occupation and business experience of
each individual who beneficially owns ten percent or more of any
class of shares of the company, and a list of each individual’s
shareholdings by class of share, and
(B) the most recent audited financial statements of the body corporate.
Information about the applicants
9. The brief shall include
(i) a statement of the name and address of each applicant, the amount of
capital that each applicant proposes to contribute to the company and, for
an applicant who is an individual, the applicant’s date of birth and
occupation,
(ii) for each applicant who is proposed as beneficial owner of ten percent or
more of any class of shares of the company with voting rights,
(A) a statement of net worth,
(B) a letter of reference from the applicant’s bank, and
(C) where the applicant is a body corporate, details of the corporate
structure and financial operations of the body corporate, and
(iii) a statement of consent by each applicant stating that the Superintendent
may make, at the Superintendent’s discretion, any enquiries or obtain any
information that the Superintendent deems necessary to evaluate this
brief.
Part III - Checklist of Enclosures to This Application
10. The applicants shall enclose with this application
(i) the prescribed tax for filing and processing an application, and
(ii) evidence that the required amount of capital will be subscribed for in
good faith.
Part IV - Certification
11. The undersigned applicants hereby certify that the information given in this application and
any additional information that may be provided as requested by the Superintendent in
connection with this application is true and complete in every respect.
Dated this ______ day of _______________, _________.
Signature(s) of witnesses: Signature(s) of applicant(s)
(including corporate seal where appropriate):
________________________________________________________________
Form 2 - Application for Licence, Change of Licence, Amendment of Terms,
Conditions and Restrictions of Licence and the Issue of Supplementary Letters Patent
Trust and Loan Companies Act
Part I - General Information
1. Name of the company:
2. Additional business name or style, if any, under which the company is, or is to be,
registered:
3. Address of the head office:
4. Address of the principal place of business in Nova Scotia:
5. Name and address(es) of the chief agent or officer of the company in Nova Scotia:
(i) Name in full:
(ii) Business address:
(iii) Residence address:
6. Indicate the type of application being made by checking the applicable items from
paragraphs 7 to 11.
7. _______ Application for a licence as a loan company.
8. _______ Application for a licence as a trust company.
The company applies to act in a fiduciary capacity in respect of the following classes of
services:
9. Application for a change of licence
_______ from a licensed loan company to a trust company; or
_______ from a licensed trust company to a loan company.
10. Application to amend the terms, conditions and restrictions of the company’s existing
licence as follows:
11. _______ Application for the issuance of supplementary letters patent for the company.
Part II - Proposed Plan of Operation
12. Do not complete Part II if you are filing this application at the same time as a Form 1
application to incorporate a loan or trust company.
13. The applicant shall prepare and attach a brief containing the information specified in this
Part.
Information about the applicant company
14. The brief shall include
(i) details of the jurisdiction, date and method of incorporation of the
company, and where applicable, the date of any amalgamation involving
the company and the name of any amalgamated body corporate,
(ii) a description of the authorized capital, if any, of the company, the stated
value thereof, the issued capital and shall include a list of the
shareholders of the company,
(iii) details of the corporate structure and financial operations of the company
in the five years preceding the date of this application,
(iv) a description of the proposed plan of operations for the company,
including a detailed financial projection for the first five years’
operations, showing pro forma balance sheets and income statements for
the respective years and assumptions, and
(v) a description of the geographical area to be served by the company, the
services to be provided and the perceived public benefits and advantages
to be offered.
15. Where the applicant is an extra-provincial company, the brief shall
(i) where the company was incorporated within the year preceding this
application, include a copy of the application by the company for
incorporation and any application for licensing as a loan or trust company
including supporting materials, in the jurisdiction of its incorporation,
(ii) include a certified copy of the incorporating instruments, including
amending instruments of the company, the by-laws and the most recent
annual report that the company has filed with the governmental authority
regulating loan and trust companies in the jurisdiction of its
incorporation,
(iii) include proof that the company is licensed as a loan or trust company in
the jurisdiction of its incorporation,
(iv) provide the proposed plan of operations described in subparagraph (iv) of
paragraph 14 both for the company as a whole and for the operations of
the company in Nova Scotia, and
(v) include a power of attorney in Form 3 to the regulations under the Trust
and Loan Companies Act.
Information about the major shareholders, directors and officers
16. The brief shall include,
(i) a personal questionnaire in Form 4 to the regulations under the Trust and
Loan Companies Act completed by each individual who is
(A) a director of the company,
(B) an officer of the company, or
(C) a beneficial owner of ten percent or more of any class of shares of
the company, and
(ii) where a body corporate is the beneficial owner of ten percent or more of
any class of shares of the company,
(A) details of the name, address, date of birth, country of permanent
residence, educational qualifications, occupation and business
experience of each individual who beneficially owns ten percent or
more of any class of shares of the body corporate, and a list of each
individual’s shareholdings by class of share, and
(B) the most recent audited financial statements of the body corporate,
(iii) for each director of the company and each shareholder that beneficially
owns ten percent or more of any class of shares of the company, a list of
every regulated financial institution of which the director or shareholder
is or has been in the past five years a director or a beneficial owner of ten
percent or more of any class of shares with voting rights,
(iv) details of the name, address, date of birth, educational and professional
qualifications and business experience of each officer and senior manager
of the company, and
(v) a statement of consent by each director of the company stating that the
Superintendent may make, at the Superintendent’s discretion, any
enquiries or obtain any information that the Superintendent deems
necessary to evaluate this brief or verify the accuracy of the information
in this application.
Part III - Checklist of Enclosures to This Application
17. The applicant shall enclose with this application
(i) the prescribed tax for filing and processing an application,
(ii) the evidence required under subsection (5) of Section 212 of the Act
respecting deposit insurance,
(iii) a certified copy of the resolution of the board of directors authorizing this
application, and
(iv) where the applicant is an extra-provincial company, the undertaking
required under subsections (9) and (10) of Section 212 of the Act and the
certified copy of the resolution of the board of directors authorizing the
undertaking.
Part IV - Certification
18. The applicant or applicants certify that the information given in this application and any
additional information that may be provided as requested by the Superintendent in
connection with this application is true and complete in every respect.
Dated this ____ day of ______________, _______.
Signature(s) of Witnesses: Signature(s) of applicant(s) (including description of
the office of the signatories and the corporate seal
where appropriate):
________________________________________________________________
Form 3 - Power of Attorney for a Chief Agent
Trust and Loan Companies Act
Name of the company giving the power of attorney:
(“the company”)
Jurisdiction and instrument of incorporation of the company:
Name of the person receiving the power of attorney:
(“the chief agent”)
Address in Nova Scotia of the chief agent (full business address
including street number and municipality):
(“the chief agency”)
The company appoints _________________________________ (name in full of the chief
agent) as its chief agent and attorney under subsection (9) of Section 212 of the Trust and Loan
Companies Act (“the Act”).
The company authorizes the chief agent to receive service of process on its behalf in all civil,
criminal or administrative proceedings against the company in Nova Scotia, and to receive from
the Superintendent of Trust and Loan Companies any notices or documents given to the
company under the Act and regulations. Receipt by the chief agent personally or at the chief
agency of service of process and of notices and documents is binding on the company.
(Insert additional powers being given to the chief agent, if any.)
Dated the ____ day of ______________, _______.
(Name of company)
Witnesses: By:
(President or Managing Director)
(Secretary)
(Corporate Seal)
________________________________________________________________
Form 4 - Personal Questionnaire for Major Shareholders, Directors and Officers
Trust and Loan Companies Act
Part I - General information
1. Name of the company or proposed company in connection with which this questionnaire is
being completed:
(“the company”)
2. This questionnaire is being completed by:
Name
(surname) (given names)
Date of birth Citizenship
(day, month, year)
3. Indicate by checking the applicable items and filling in the information required:
(i) ___ a shareholder or proposed shareholder with beneficial ownership of
ten percent or more of any class of shares of the company,
indicate the class of shares and the percentage of shares that you
beneficially own:
(ii) ___ a director or proposed director of the company,
(iii) ___ an officer or proposed officer of the company,
indicate your position:
4. The date on which you became a
(i) shareholder ____________________________
(ii) director _______________________________
(iii) officer ________________________________
5. Your residence address and telephone number in Canada:
6. Your residence address and telephone number outside Canada, where applicable:
7. Your business address and telephone number:
8. Every person shall complete the questionnaire by answering the questions indicated
and providing or attaching the information specified in the Parts below.
Part II - Personal History
9. List your residence addresses during the ten years preceding the date of this questionnaire,
leaving no period unaccounted for:
10. Give details of your education and your professional qualifications and affiliations, if any,
including relevant dates:
11. Give details of your employment history during the ten years preceding the date of this
questionnaire, leaving no period unaccounted for, and including for each employment
(i) the title of your position,
(ii) the dates of employment,
(iii) the name and address of your employer, and
(iv) the name, position and telephone number of a reference.
12. Have you
(i) been convicted of a criminal offence or an offence under the Trust and
Loan Companies Act or the Securities Act?
____ Yes ____ No
(ii) failed to comply with any provision of the Trust and Loan Companies
Act or the regulations, or any comparable legislation of another
jurisdiction or any undertaking given to the Superintendent?
____ Yes ____ No
If yes, attach particulars including the court or tribunal by which you were
convicted, if any, the date of conviction, the offence and the penalty imposed.
13. To the best of your knowledge, have you been the subject of an investigation by or at the
instigation of a government department, agency, a regulatory body or a professional
association?
____ Yes ____ No
If yes, attach particulars.
14. Are you a discharged or undischarged bankrupt or subject to bankruptcy proceedings?
____ Yes ____ No
15. Are you the holder, or have you ever applied for, either as an individual, officer, director,
shareholder or promoter, a licence, registration or equivalent authorization to carry on
business in Nova Scotia or elsewhere as a financial institution?
(“Financial institution” includes a bank, loan or trust company, savings and loan company,
credit union, insurance company, securities dealer, mortgage broker and a finance
company.)
____ Yes ____ No
If yes, attach particulars including the details of a refusal or withdrawal of an application or
the revocation of an authorization.
Part III - Affiliations with Other Bodies Corporate
16. Are you a director or officer of any other body corporate?
____ Yes ____ No
If yes, attach particulars of the name of each body corporate and position held by you with
relevant dates.
17. In the ten years preceding the date of this questionnaire, have you been a director or officer
of any other body corporate?
____ Yes ____ No
If yes, attach particulars of the name of each body corporate and position held by you with
relevant dates.
18. Has a body corporate of which you have been a director or officer in the ten years
preceding the date of this questionnaire, during that period
(i) been convicted of a criminal offence or an offence under the Trust and
Loan Companies Act or the Securities Act?
____ Yes ____ No
(ii) failed to comply with any provision of the Trust and Loan Companies
Act or the regulations, or any comparable legislation of another
jurisdiction, or any undertaking given to the Superintendent?
____ Yes ____ No
(iii) been or is it subject to a cease trading order under the Securities Act?
____ Yes ____ No
If yes, attach particulars including the court or tribunal by which the body corporate was
convicted, if any, the date of conviction, the offence and the penalty imposed.
19. To the best of your knowledge, has a body corporate, partnership or unincorporated
organization of which you have been a partner, member, director or officer in the ten years
preceding the date of this questionnaire, been the subject of an investigation by or at the
instigation of a government department, agency, a regulatory body or a professional
association?
____ Yes ____ No
If yes, attach particulars.
20. Has any body corporate, partnership or unincorporated organization of which you were a
partner, member, director or officer in the ten years preceding the date of this questionnaire
been wound up or made any compromise or arrangement with its creditors or ceased to
carry on business during that period?
____ Yes ____ No
If yes, attach particulars.
21. Does any body corporate of which you have been a director or officer in the ten years
preceding the date of this questionnaire hold or has it held or applied for in that period a
licence, registration or equivalent authorization to carry on business in Nova Scotia or
elsewhere as a financial institution?
(“Financial institution” includes a bank, loan or trust company, savings and loan company,
credit union, insurance company, securities dealer, mortgage broker and a finance
company.)
____ Yes ____ No
If yes, attach particulars including the details of a refusal or withdrawal of an application or
the revocation of an authorization.
Part IV - Relationship to the Trust or Loan Company
22. Are any shares of the company registered in your name or the name of a related person?
____ Yes ____ No
If yes, provide each name in which the shares are registered, the relationship to you of any
related person and the class and number of shares held by each person.
23. Do you have a beneficial interest in any shares of the company that are not registered in
your name or in the name of a related person?
____ Yes ____ No
If yes, attach particulars.
24. Do you or a related person hold any shares in the company as trustee or nominee?
____ Yes ____ No
If yes, attach particulars.
25. Are any of the shares of the company mentioned in the answers to paragraphs 22 to 24
legally charged or pledged to any person?
____ Yes ____ No
If yes, attach particulars.
26. Indicate, by class of share, the percentage of votes that you or a related person are entitled
to exercise or control at any general meeting of the company, or any subsidiary thereof.
27. Do any of the bodies corporate of which you have been a director or officer in the past ten
years maintain a business relationship directly or indirectly with the company?
____ Yes ____ No
If yes, attach particulars.
28. Do you or does any person with whom you are associated transact business directly or
indirectly with the company?
(You are associated with a person if
(i) it is a body corporate and you beneficially own, directly or indirectly,
voting securities carrying more than ten percent of the voting rights
attached to all outstanding voting securities,
(ii) you are a partner of the person,
(iii) it is a trust or estate in which you have a substantial beneficial interest, or
for which you serve as trustee or in a similar capacity,
(iv) you are a relative of the person and share the same home as the person,
or
(v) you are a relative of the spouse of the person and share the same home as
the person.)
____ Yes ____ No
If yes, attach particulars.
Part V - Certificate
29. I certify that the information given in this questionnaire is true and complete to the best of
my knowledge and belief and that there are no other facts material to the application in
connection with which this questionnaire is completed of which the Superintendent should
be aware.
30. I have read and understand Section 255 of the Trust and Loan Companies Act.
Dated the ____ day of _____________, ________.
Witness: Signature:
________________________________________________________________
Form 5 - Liquidity Return
Trust and Loan Companies Act
Name of licensed company ________________________
Quarter ending _________________________________
Item 000's
Number
Unencumbered Liquid Assets
1. Cash on hand and demand deposits in banks, credit unions,
licensed companies and, if approved by the Superintendent,
other depositories
2. Less specified borrowings
3. Subtotal (Subtract item 2 from item 1)
4. Treasury bills of Canada or a province, at book value
5. Banker’s acceptances with a remaining term to maturity of one
year or less, at book value
6. Term deposits, bearer deposit notes and similar instruments
issued by banks, credit unions, licensed companies and, if
approved by the Superintendent, other depositories, that in
each case either have a term of 100 days or less or mature
within one hundred days, at book value
7. Securities issued or guaranteed by the Government of Canada,
or the government of a province or a municipality, at market
value
8. Demand loans other than loans to an individual that are fully
secured by assets of the classes specified in items 4 to 7 at
book value
9. Accrued interest due and receivable on items 3 to 8
10. Total liquid assets (sum of items 3 to 9)
Short-Term Liabilities
11. Deposits payable within 100 days or on 100 days’ notice or
less including demand deposits
12. Bonds, debentures, notes, loans or other similar liabilities
payable within 100 days or on 100 days’ notice or less,
excluding any specified borrowings
13. Loans or securities guaranteed by the licensed company
that are payable within 100 days or on 100 days’ notice or less
14. Accrued interest due and payable on items 11 to 13
15. Total short-term liabilities (sum of items 11 to 14)
16. Total required liquid assets (item 15 x 20%)
At all times the amount for item 10 must exceed the amount for item 16.
Legislative History
Reference Tables
Trust and Loan Companies Regulations |
N.S.
Reg. 18/1992 |
Trust and Loan Companies Act |
Note: The information in these tables does not form part of the regulations
and is compiled by the Office of the Registrar of Regulations for reference
only. |
Source Law
The current
consolidation of the Trust and
Loan Companies Regulations made under
the Trust and Loan Companies Act includes all of the following regulations:
|
|
|
|
18/1992
|
Jan 21, 1992 |
date specified |
Feb 7, 1992 |
390/2008 |
Sep
16, 2008
|
date
specified
|
Sep
26, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
The following regulations are not yet in
force and are not included in the current consolidation:
*See subsection 3(6) of the Regulations
Act for rules about in force dates of regulations.
Amendments by
Provision
ad. = added
am. = amended |
fc. = fee change
ra. = reassigned |
rep. = repealed
rs. = repealed and substituted |
|
|
Part II............................................ |
rep.
390/2008
|
Part XXI |
|
Schedule 1............................... |
rep.
390/2008
|
Form 1, Part III, 10(i)............. |
am. 390/2008 |
Form 2, Part III, 17(i)............. |
am. 390/2008 |
|
|
|
|
|
|
Note that changes to
headings are not included in the above table.
Editorial Notes and Corrections:
|
|
|
1 |
The references in clauses 82(1)(a) and
(b) to a school board are, in relation to a school board in the Province, to
be read as references to an education entity as defined in the Education Act, in accordance with the Education Reform (2018) Act, S.N.S.
2018, c. 1. |
Apr 1, 2018 |
|
|
|
|
|
|
Repealed and Superseded:
Note: Only regulations that are specifically repealed and replaced appear in
this table. It may not reflect the
entire history of regulations on this subject matter.