Voluntary revocation of authorization (ss. 147 to 153 TCSCA)
This procedure applies to a trust company that applies for the revocation of its authorization.
Application for revocation
The voluntary revocation of an authorization requires the filing of an application with the Autorité des marchés financiers (the “AMF”) for that purpose (s. 148, 1st par. TCSCA).
The applicant must show that it is covered by one of the situations provided for in section 152 TCSCA. If applicable, the application must describe any arrangements made to have an authorized financial institution or a bank succeed the applicant (s. 149, 1st par. TCSCA).
A written notice concerning the application must be filed with it (s. 148, 2nd par. TCSCA). The contents of the notice are set out in section 150 TCSCA. The notice will be published in the AMF Bulletin (s. 151, 1st par. TCSCA).
If an authorized financial institution or a bank is to succeed the authorized trust company, the latter must send the published notice to each party to a contract it entered into in accordance with the authorization whose revocation it is applying for, and to every other person on whom rights are conferred by another act made in accordance with that authorization (s. 151, 2nd par. TCSCA).
The provisions relating to an application for voluntary revocation of authorization are found in sections 147 to 153 of the Trust Companies and Savings Companies Act 
This link will open in a new window (“TCSCA”), CQLR, c. S-29.02.
Application for full revocation by a trust company
Unless it is continued under the laws of a jurisdiction other than Québec, a corporation may cease to be regulated by Title III TCSCA only if the revocation of every authorization granted to it by the AMF under the TCSCA to carry on trust company activities, or under the Deposit Institutions and Deposit Protection Act This link will open in a new window, CQLR, c. I-13.2.2 (“DIDPA”) to carry on deposit institution activities, is final (s. 247, 1st par. TCSCA).
If two authorizations are being revoked, a business corporation ceases to be regulated by Title III TCSCA when the revocation of the last authorization becomes final (s. 247, 2nd par. TCSCA).
A business corporation ceases to be regulated by Title III TCSCA when the full revocation of its authorization becomes final. If, in the situation referred to in section 247 TCSCA, two authorizations were granted to a same corporation, the corporation ceases to be regulated by Title III when the revocation of the last authorization becomes final (s. 248 TCSCA).
When the application for voluntary revocation is filed by a Québec trust company, the TCSCA imposes certain formalities.
Under section 249 TCSCA, a regulated business corporation may apply for the revocation of its authorization only if it is so authorized by its shareholders and the latter have authorized it to change its name for one that does not include a word or expression reserved under section 280 TCSCA or under section 45.3 DIDPA.
Shareholders’ authorization is given by special resolution (s. 250, 1st par. TCSCA)
By that resolution, the shareholders also authorize a director or an officer of the business corporation to see to the preparation of the documents necessary for the revocation and of those necessary for its change of name, and to sign the documents (s. 250, 2nd par. TCSCA).
No company that applies for revocation of its authorization may hold itself out as a trust company or use a name that includes the word “fidéicommis” or, subject to article 1266 of the Civil Code, “fiducie” or “trust” (s. 280 TCSCA). Also, no company may hold itself out as a deposit institution or use a name that includes those words (s. 45.3 DIDPA).
If a regulated business corporation plans to dissolve, a consent, declaration or decision referred to in section 304 of the Business Corporations Act, CQLR, c. S-31.1 (“BCA”) whose object is the dissolution of the corporation will have the effect of granting the authorizations referred to in section 250 TCSCA, until the corporation ceases to be regulated under Title III (s. 251 TCSCA).
Checklists
The following checklists describe the information to be included in, and documents to be enclosed:
1 – All trust companies except Québec trust companies
| INFORMATION/DOCUMENTS | SOURCE | CLARIFICATIONS BY THE AMF |
|---|---|---|
| 1. The application for revocation | 148 TCSCA | The application for revocation must indicate the context |
2. The applicant must show that:
| 152 TCSCA | N/A |
| 3. An application for revocation must describe any arrangements made to have an authorized financial institution or a bank succeed the applicant | 149, 1st par. TCSCA | Applies if the trust company is covered by one of the situations set out in subparagraph 2 of section 147 TCSCA |
| 4. If an authorized financial institution or a bank is to succeed the applicant, the latter must confirm that a notice has been or will be sent to clients and that it contains, at a minimum, the information set out in section 150 TCSCA | 151, 2nd par. TCSCA | If the notice has already been sent, indicate the date and method of delivery |
| 5. The information determined by regulation of the AMF | 149, 2nd par. TCSCA | No information prescribed by regulation |
Documents to be enclosed with the business corporation’s application for revocation
| INFORMATION/DOCUMENTS | SOURCE | CLARIFICATIONS BY THE AMF |
|---|---|---|
| 1. A written notice containing, at a minimum, the information set out in section 150 TCSCA, i.e.: | 148, 2nd par. TCSCA | N/A |
1.1 That the authorized trust company intends to cease carrying on all trust company activities | 150 TCSCA | N/A |
1.2 The date on which it intends to cease carrying on trust company activities | 150 TCSCA | N/A |
1.3 The names and addresses of the authorized financial institutions or banks that will succeed it, if applicable | 150 TCSCA | N/A |
| 2. Any document demonstrating one of the situations set out in section 152 TCSCA (contracts, financial statements, etc.) | 152 TCSCA | N/A |
| 3. The documents prescribed by regulation of the AMF | 148, 2nd par. TCSCA | No document prescribed by regulation |
| 4. The costs and fees prescribed by government regulation | 148, 2nd par. TCSCA | No fees are prescribed by regulation for the time being |
2 – Québec trust companies
| INFORMATION/DOCUMENTS | SOURCE | CLARIFICATIONS BY THE AMF |
|---|---|---|
| 1. The application for revocation | 148 TCSCA | The application for revocation must specify the context |
2. The applicant must show that:
| 152 TCSCA | N/A |
| 3. An application for revocation must describe any arrangements made to have an authorized financial institution or a bank succeed the applicant | 149, 1st par. TCSCA | Applies if the trust company is covered by one of the situations set out in subparagraph 2 of section 147 TCSCA |
| 4. If an authorized financial institution or a bank is to succeed the applicant, the latter must confirm that a notice that has been or will be sent to clients contains, at a minimum, the information set out in section 150 TCSCA | 151, 2nd par. TCSCA | If the notice has already been sent, indicate the date and method of delivery |
| 5. If the trust company will not be dissolved, it must specify that shareholders have adopted a special resolution by which they authorize: | 249 TCSCA | |
5.1 The business corporation to change its name for one that does not include a word or expression reserved under section 280 TCSCA or under section 45.3 DIDPA | 249 TCSCA | N/A |
5.2 A director or an officer of the business corporation to see to the preparation of the documents necessary for the revocation and of those necessary for the corporation’s change of name, and to sign those documents | 250, 2nd par. TCSCA | N/A |
| 6. In the case of a revocation owing to the dissolution of a Québec trust company, it must specify if the dissolution results from a consent, declaration or decision referred to in section 304 BCA. | 251 TCSCA | N/A |
| 7. The information determined by regulation of the AMF | 149, 2nd par. TCSCA | No other information prescribed by regulation |
Documents to be enclosed with the business corporation’s application for revocation
| INFORMATION/DOCUMENTS | SOURCE | CLARIFICATIONS BY THE AMF |
|---|---|---|
| 1. A written notice containing, at a minimum, the information set out in s. 150 TCSCA, i.e.: | 148, 2nd par. TCSCA | N/A |
1.1 That the authorized trust company intends to cease carrying on all its trust company activities | 150 TCSCA | N/A |
1.2 The date on which it intends to cease carrying on trust company activities; and | 150 TCSCA | N/A |
1.3 The names and addresses of the authorized financial institutions or banks that will succeed it, if applicable | 150 TCSCA | N/A |
| 2. Any document demonstrating one of the situations set out in section 152 TCSCA (contracts, financial statements, etc.) | 152 TCSCA | N/A |
| 3. If the Québec trust company will not be dissolved, a certified extract from the special resolution of its shareholders | 250, 1st par. TCSCA | N/A |
| 4. In the case of a full revocation owing to the dissolution of a Québec trust company, the consent, declaration or decision referred to in section 304 BCA | 251 TCSCA | N/A |
| 5. The documents prescribed by regulation of the AMF | 148, 2nd par. TCSCA | No document prescribed by regulation |
| 6. The costs and fees prescribed by government regulation | 148, 2nd par. TCSCA | No fees are prescribed by regulation for the time being |
Decision
The AMF grants an application for revocation only if the authorized trust company shows that it is covered by one of the situations set out in subparagraphs 1 to 3 of section 152 TCSCA.
After making a decision, the AMF must send the authorized trust company a document attesting its decision and publish the document in its Bulletin (art. 153 TCSCA).
A trust company continues to be an authorized trust company as long as a revocation is not final. However, it may not bind itself under a contract or other act made in accordance with the authorization to which the revocation applies if the contract or act is made after the revocation date, or offer to make a contract, except to honour a right conferred on the other party under a contract in force on that date (s. 140 TCSCA).
Fees and costs payable
No fees are prescribed for the time being.
Refer to the complete list of fees and costs payable to the AMF for more information.
Processing time
Except in specific circumstances, the AMF will revoke an authorization to carry on trust company activities within 90 days following the date the application is complete.