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Business Development Bank of Canada Act (S.C. 1995, c. 28)

Act current to 2024-05-28 and last amended on 2020-03-25. Previous Versions

Specific Powers of the Bank (continued)

Financial Services (continued)

Marginal note:Security

  •  (1) The Bank may

    • (a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;

    • (b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;

    • (c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and

    • (d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.

  • Marginal note:Additional security

    (2) Without limiting the generality of the powers of the Bank under this section, the Bank may, for the due discharge of the obligations referred to in paragraph (1)(a),

    • (a) acquire and hold a warehouse receipt or bill of lading as security; or

    • (b) take security on goods, wares and merchandise in the same form and manner as security on such property may be taken by a bank under section 427 of the Bank Act.

  • Marginal note:Warehouse receipts and bills of lading

    (3) Where the Bank acquires and holds a warehouse receipt or bill of lading as security, subsections 428(1), (2), (7), (8), (9) and (12) and 435(2) and section 436 of the Bank Act apply, with any modifications that the circumstances require, as if the Bank were a bank under that Act.

  • Marginal note:Goods, wares and merchandise

    (4) Where the Bank takes security on goods, wares and merchandise, section 427 and subsections 428(1), (2), (7), (8), (9) and (12) of the Bank Act apply, with any modifications that the circumstances require, as if the Bank were a bank under that Act.

  • Marginal note:Deemed loan or advance

    (5) Where the Bank issues a guarantee or otherwise makes a promise to effect a payment, the Bank is deemed to lend money or make an advance for the purposes of subsections (3) and (4) and the provisions of the Bank Act that they refer to.

  • 1995, c. 28, s. 15
  • 2011, c. 21, s. 7

Marginal note:Acquisition of loans

 The Bank may acquire and deal with as its own any loan, investment or guarantee made or given by another person if

  • (a) the loan, investment or guarantee would meet the Bank’s eligibility criteria in subsection 14(3); or

  • (b) it is part of a block of loans, investments or guarantees the majority of which meet those criteria.

Management Services

Marginal note:Agreements

  •  (1) The Bank may provide, or enter into agreements for the provision of, any of the following services:

    • (a) consulting;

    • (b) management training and mentoring;

    • (c) networking, referral and sourcing;

    • (d) information and research;

    • (e) any other management services prescribed by the regulations.

  • Marginal note:Complementary to service providers

    (2) The services are to fill out or complete services available from private sector service providers.

  • 1995, c. 28, s. 17
  • 2014, c. 39, s. 218

Treasury Activities

Marginal note:Borrowing powers

  •  (1) The Bank may borrow money by any means, including issuing, selling, pledging or hypothecating debt obligations of the Bank.

  • Marginal note:Debt obligations

    (2) The debt obligations may, in accordance with their terms, be subordinated to secured or unsecured indebtedness of the Bank and liability under them may be limited to the remaining assets of the Bank, after payment of indebtedness ranking prior to the debt obligations.

  • Marginal note:Investment powers

    (3) The Bank may invest any money administered by it

    • (a) in debentures, bonds, stocks, bankers’ acceptances or other securities of or guaranteed by any member of the Canadian Payments Association, or the government of Canada or a province; or

    • (b) in any other manner that the Minister of Finance may approve.

  • Marginal note:Financial management

    (4) The Bank may enter into any transaction for the purpose of reducing risk in the financial management of the Bank, including any financial instrument or agreement whose object is the management of financial risks, such as interest rate or currency exchange agreements, options, futures contracts and any other similar agreements.

  • Marginal note:Securities

    (5) The Bank may pledge or hypothecate any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.

  • Marginal note:Non-application of certain provisions

    (6) For greater certainty, this section has effect notwithstanding sections 100 and 101 of the Financial Administration Act.

  • 1995, c. 28, s. 18
  • 2011, c. 21, s. 8

Marginal note:Loans to the Bank from Consolidated Revenue Fund

 At the request of the Bank, the Minister of Finance may, out of the Consolidated Revenue Fund, lend money to the Bank on any terms and conditions that the Minister of Finance may fix.

Agreements and Programs

Marginal note:Agreements

 The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, by, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.

  • 1995, c. 28, s. 20
  • 2011, c. 21, s. 9(E)
  • 2014, c. 39, s. 219

Marginal note:Entrepreneur-ship programs

 The Bank may carry out duties or functions that may be assigned to it by the Designated Minister in relation to the administration of any program supporting Canadian entrepreneurship, to the extent that it is able to recover the costs of carrying out the duties or functions.

Ancillary Powers

Marginal note:Powers

 The Bank may

  • (a) accept deposits as security for the due performance of any arrangement or agreement with the Bank;

  • (b) determine and charge interest and any other form of compensation for services provided by the Bank in the exercise of its powers under this Act;

  • (c) procure the incorporation, dissolution or amalgamation of subsidiaries and acquire or dispose of any shares in them;

  • (d) acquire and dispose of any interest or right in any entity by any means;

  • (e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and

  • (f) generally, do all other things that are incidental or conducive to attaining the purpose of this Act and the exercise of the powers of the Bank.

  • 1995, c. 28, s. 22
  • 2011, c. 21, s. 10

Capital of the Bank

Marginal note:Authorized capital

  •  (1) The authorized capital of the Bank consists of an unlimited number of common shares with a par value of $100 each and an unlimited number of preferred shares without par value, but the paid-in capital of the Bank, together with any contributed surplus relating to it and any proceeds referred to in paragraph 30(2)(d) that have been prescribed as equity, must not at any time exceed

    • (a) for the period beginning on the day on which this subsection comes into force and ending on September 30, 2020, the amount that the Minister of Finance determines during that period, or, if that Minister redetermines the amount during that period, the most recently determined amount; and

    • (b) on and after October 1, 2020, an amount equal to the amount determined by the Minister of Finance under paragraph (a), or, if that Minister redetermined the amount under that paragraph, an amount equal to the last amount so determined.

  • Marginal note:Publication in Canada Gazette

    (1.1) As soon as feasible after determining or redetermining an amount under paragraph (1)(a), the Minister of Finance shall publish a notice of that amount in the Canada Gazette.

  • Marginal note:Issuance of shares

    (2) The shares of the Bank may be issued only to the Designated Minister to be held in trust for the Crown.

  • Marginal note:Subscription by Designated Minister

    (3) Where the Board recommends that the Designated Minister subscribe for unissued shares of the Bank, the Designated Minister may, if the Minister of Finance concurs, subscribe for the amount that the Designated Minister considers desirable.

  • Marginal note:Payment out of Consolidated Revenue Fund

    (4) The amount of the subscription is to be paid to the Bank out of the Consolidated Revenue Fund at any time and in any amount that the Board may require.

Marginal note:Rights of common shares

  •  (1) The rights conferred by common shares include

    • (a) the right to vote at any meeting of shareholders;

    • (b) the right to receive dividends declared on common shares; and

    • (c) the right to receive the remaining property of the Bank on dissolution.

  • Marginal note:Rights of preferred shares

    (2) The rights conferred by preferred shares of any class or series are limited as follows:

    • (a) the holders of preferred shares are not entitled to vote at meetings of shareholders;

    • (b) dividends, once declared, are limited to the rate, whether fixed or variable, cumulative or non-cumulative, that may be provided for in the by-laws; and

    • (c) participation in the remaining property of the Bank on dissolution is limited to the consideration paid for the shares plus any dividend accumulated or declared and unpaid, but no more.

Marginal note:Declaration and payment of dividends

  •  (1) In any financial year of the Bank, it may declare and pay to the shareholders of the Bank any dividends out of the retained earnings or surplus account of the Bank.

  • Marginal note:Limitation

    (2) The Bank may not declare or pay a dividend if there are reasonable grounds for believing that

    • (a) the Bank is, or would after the payment be, unable to pay its liabilities as they become due; or

    • (b) the realizable value of the Bank’s assets would, after the payment, be less than the aggregate of its liabilities and paid-up capital of all classes.

  • Marginal note:Participation in dividends

    (3) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and the return of capital.

Marginal note:Cancellation or restoration of shares

 Shares, or fractions of them, of any class or series of shares issued by the Bank and purchased, redeemed or otherwise acquired by it must be cancelled or, if the number of them is limited and the by-laws so authorize, they may be restored to the status of authorized but unissued shares of that class or series.

Marginal note:By-laws relating to shares

 Subject to the approval of the Governor in Council on the recommendation of the Minister of Finance, the Board may make by-laws

  • (a) setting out the rights, privileges, restrictions and conditions attaching to preferred shares, creating one or more additional classes of preferred shares and generally determining the rights and obligations of the holders of preferred shares, including

    • (i) limiting the right of the shareholders to specific dividends or repayments, whether fixed or variable,

    • (ii) authorizing the purchase or redemption of the shares by the Bank, either at the Bank’s option or at the shareholder’s request, and

    • (iii) limiting or extending the rights of the shareholders in any other way;

  • (b) authorizing the issue of any class of shares in one or more series and authorizing the Board to fix, by resolution, the maximum number of shares in each series and to determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series, subject to any limitations set out in the by-law;

  • (c) determining a maximum number of shares with respect to any class or series of preferred shares;

  • (d) changing authorized shares without par value, whether issued or not, into shares with a par value and changing authorized shares with a par value, whether issued or not, into shares without par value;

  • (e) consolidating or subdividing shares;

  • (f) converting shares of any class into shares of another class; and

  • (g) increasing or reducing the issued share capital or any part of it, with or without distribution of paid-in capital or reduction of liability on any of the shares.

Marginal note:Hybrid capital instruments

  •  (1) With the approval of the Governor in Council on the recommendation of the Minister of Finance, the Bank may issue to persons other than the Crown hybrid capital instruments prescribed, in whole or in part, as equity of the Bank under paragraph 30(2)(d).

  • Marginal note:Crown not liable

    (2) The Crown is not in any way liable for payment of amounts owing under an instrument issued under subsection (1).

  • Marginal note:Instruments not shares

    (3) For greater certainty, an instrument issued under subsection (1) is not a share within the meaning of Part X of the Financial Administration Act.

  • 1995, c. 28, s. 28
  • 2014, c. 39, s. 220(F)

Marginal note:Appropriations

 Moneys may be appropriated by Parliament and paid out to the Bank for use in any of its activities.

Debt-to-equity Ratio

Marginal note:Limit on borrowings and guarantees

  •  (1) The aggregate of

    • (a) the borrowings of the Bank under subsection 18(1) and section 19, and

    • (b) the contingent liabilities of the Bank in the form of guarantees given by it

    must not at any time exceed twelve times the equity of the Bank.

  • Marginal note:Definition of equity

    (2) For the purpose of subsection (1), the equity of the Bank consists of

    • (a) the amounts paid for its shares, including any contributed surplus;

    • (b) the retained earnings of the Bank, which may be positive or negative;

    • (c) amounts paid to the Bank as capital by Parliamentary appropriation; and

    • (d) such proceeds of debt instruments, hybrid capital instruments or other arrangements as may be prescribed as equity by the Governor in Council.

  • 1995, c. 28, s. 30
  • 2014, c. 39, s. 221(F)
 

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