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St. John's, Newfoundland and Labrador, Canada

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Revised Statutes of Newfoundland 1990


CHAPTER L-24

AN ACT RESPECTING THE LICENSING AND INSPECTION OF LOAN CORPORATIONS AND FINANCE CORPORATIONS

Analysis

1. Short title

2. Definitions

3. Application of Act

4. Corporation carrying on business in province

5. Corporations to be licensed

6. Superintendent may issue licence

7. Publication of notice of intention

8. Documents to be filed

9. Provincial corporations to state incorporation expenses

10. Form of licence

11. Superintendent may refuse licence

12. Cancellation or suspension of licence

13. Restoration of licences

14. Condition of renewal of licences

15. Superintendent may inquire into corporation's affairs

16. Superintendent to have access to corporation's books

17. Corporation not to represent that superintendent vouches for its solvency

18. Annual statement

19. Publication of statement

20. Information confidential

21. Corporation to file contract

22. Certificate of facts

23. Appeal

24. Regulations

25. Penalty


Short title

1. This Act may be cited as the Loan and Finance Corporations Licensing Act.

RSN1970 c213 s1

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Definitions

2. In this Act

(a) "chief agency or office" means the principal office or place of business of a corporation;

(b) "corporation" means a loan corporation or a finance corporation;

(c) "due application" means the providing of the information, evidence and material that the superintendent requires to be provided and also the payment of fees prescribed by the regulations in respect of a licence issued, renewed or restored under this Act;

(d) "finance corporation" means

(i) a corporation designated as a finance corporation by its corporate name, or

(ii) a corporation, not being a chartered bank, which finances sales of goods and chattels sold upon deferred payments or whose businesses or 1 of whose businesses is to deal in or purchase or lend money on the security of

(A) accounts receivable,

(B) agreements for the sale of goods or chattels upon deferred payments, or

(C) securities taken or given for the purpose of securing the performance of agreements for the sale and purchase of goods and chattels upon deferred payments;

(e) "head office" means the place where the chief executive officers of the corporation transact its business;

(f) "licence" means a licence to carry on business issued under this Act;

(g) "loan corporation" means an incorporated corporation, association or society, not being a chartered bank or an insurance corporation, constituted, organized or operated for the purpose of lending money or for that and another purpose and includes a money-lender within the meaning of the Small Loans Act (Canada);

(h) "minister" means the Minister of Justice;

(i) "paid in", when applied to the capital of a corporation, means the amount paid to a corporation on its shares, not including the premium paid on them, whether the shares are or are not fully paid up;

(j) "paid up", when applied to the capital of a corporation, means capital stock or shares on which there remains no liability, actual or contingent, to the issuing corporation;

(k) "permanent stock" or "permanent shares" means all stock or all shares of permanent or fixed capital not liable to be withdrawn from or repaid by the corporation; and

(l) "superintendent" means the Superintendent of Insurance appointed in the manner authorized by law.

RSN1970 c213 s2; 1973 No39 Sch C;
1975-76 No58 s4; 1981 c4 Sch C; 1984 c41 Sch C; 1989 c19 Sch B

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Application of Act

3. (1) This Act applies to every corporation carrying on business in the province.

(2) Notwithstanding subsection (1), this Act does not apply to

(a) a corporation incorporated under the laws of the province unless it is made to apply by the regulations; or

(b) trust corporations.

RSN1970 c213 s3

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Corporation carrying on business in province

4. A corporation is considered to be carrying on business in the province if in the province it

(a) transacts or offers to transact the business of a loan corporation or finance corporation;

(b) sets up a sign containing the name of the corporation;

(c) maintains or operates, either in its own name or in the name of an agent or other representative, an office for the transaction of the business of the corporation in or outside the province;

(d) distributes or publishes a proposal, circular, card, advertisement, printed form or a similar document with reference to the business of the corporation;

(e) makes a written or oral solicitation for the business of the corporation;

(f) issues or delivers a contract or agreement or a similar document or lends or collects or receives money in connection with the business of the corporation; or

(g) prosecutes or maintains an action or proceeding in respect of the business of the corporation.

RSN1970 c213 s4

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Corporations to be licensed

5. (1) A corporation which carries on business in the province shall obtain from the superintendent and shall hold a licence.

(2) A corporation which carries on business in the province and which does not hold a licence is guilty of an offence.

(3) A person who does an act or thing mentioned in section 4 on behalf of or as an agent or representative of a corporation not licensed under this Act or who receives directly or indirectly remuneration for doing so is guilty of an offence.

RSN1970 c213 s5

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Superintendent may issue licence

6. (1) Upon application and proof to the superintendent of compliance with this Act, the superintendent may issue a licence to carry on business in the province to

(a) a corporation incorporated under the laws of the province to which this Act is made to apply in accordance with paragraph 3(2)(a);

(b) a corporation incorporated under the laws of another province or of Canada or of the United Kingdom;

(c) a corporation incorporated as a joint stock corporation under the laws of another province or of Canada or of the United Kingdom which issues only permanent shares and has a subscribed permanent stock of not less than $500,000, of which $100,000 is paid in and unimpaired; or

(d) another corporation upon the terms and conditions that the superintendent may prescribe.

(2) The superintendent shall not issue a licence to a corporation which has not been incorporated or registered under the Corporations Act.

RSN1970 c213 s6

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Publication of notice of intention

7. The superintendent may require a corporation applying for a licence to give notice of the application in the Gazette and elsewhere in the form that he or she may consider necessary.

RSN1970 c213 s7

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Documents to be filed

8. (1) Before a licence is issued to a corporation the corporation shall file with the superintendent

(a) a certified copy of the Act or other instrument of incorporation of the corporation which shall include its regulations verified in a manner satisfactory to the superintendent;

(b) an affidavit or statutory declaration that the corporation is still in business and legally authorized to transact business under its instrument of incorporation;

(c) a certified copy of the latest balance sheet of the corporation and auditor's report on it;

(d) notice of the place where the head office of the corporation is situate and the name of the corporation's chief executive officer;

(e) in the case of a corporation incorporated outside Canada, notice of the place where the chief office or agency of the corporation in Canada is situate together with the name of the principal officer of the corporation in Canada and a certified copy of the power of attorney issued to that principal officer;

(f) in the case of a corporation incorporated outside the province, notice of the place where the chief office or agency of the corporation in the province is situate together with the name of the chief agent or representative or resident manager of the corporation in the province and a certified copy of the power of attorney issued to that chief agent or representative or resident manager;

(g) a statement showing the amount of capital of the corporation, the number of shares into which it is divided, the number of shares subscribed and the amount paid up on them;

(h) in the case of a corporation not subject to inspection by the Superintendent of Insurance for Canada, a statement, in the form that the superintendent may require, of the conditions and affairs of the corporation on the immediately preceding December 31 or up to the usual balancing day of the corporation or as the superintendent may require; and

(i) other documents or information that the superintendent may require.

(2) When the documents referred to in subsection (1) have been filed under the Corporations Act, they shall be considered to have been filed in accordance with this section.

(3) The superintendent may exempt a corporation from those provisions of subsection (1) that in the opinion of the superintendent do not apply to the corporation.

(4) Where a change is made in respect of the documents or information filed with the superintendent under subsection (1), the corporation shall immediately notify the superintendent and file with him or her the further documents or notices that are necessary to evidence the change.

RSN1970 c213 s8; 1986 c12 Sch

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Provincial corporations to state incorporation expenses

9. (1) A corporation which is incorporated under laws of the province shall when it applies for a licence submit to the superintendent a sworn statement setting out the sums of money paid in connection with the incorporation and organization of the corporation and the statement shall, in addition, include a list of all unpaid liabilities in connection with or arising out of the incorporation or organization.

(2) Until a licence is issued, a corporation referred to in subsection (1) shall not make a payment on account of expenses of incorporation and organization out of money paid in by shareholders except reasonable sums for the payment of expenses actually incurred for clerical assistance, legal services, office rental, advertising, stationery, postage and expense of travel.

(3) The superintendent shall not issue a licence to a corporation referred to in subsection (1) until he or she is satisfied that all the requirements of the laws of the province as to subscriptions to shares, the payment of money by shareholders on account of their subscriptions, the election of directors and other preliminaries have been complied with and unless he or she is satisfied that the expenses of incorporation and organization, including the commission payable for the sale of the shares of the corporation, are reasonable.

RSN1970 c213 s9

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Form of licence

10. (1) A licence shall be in the form and, in the case of a corporation which is not subject to inspection by the Superintendent of Insurance for Canada, subject to those conditions, restrictions and limitations that the superintendent considers necessary.

(2) A licence expires on March 31 in each year and may be renewed from year to year.

(3) Notwithstanding subsection (2), a licence may, at the superintendent's discretion, be issued or renewed to expire at a time before March 31 that the superintendent may prescribe in the licence.

(4) A corporation which does not comply with or carries on business contrary to the conditions, restrictions or limitations to which it is made subject under subsection (1) is guilty of an offence.

RSN1970 c213 s10

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Superintendent may refuse licence

11. In the case of a corporation which is not subject to inspection by the Superintendent of Insurance for Canada, the superintendent may, notwithstanding anything contained in this Act, refuse to issue or to renew a licence without stating or assigning a reason for the refusal.

RSN1970 c213 s11

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Cancellation or suspension of licence

12. (1) Where the superintendent, upon examination or from annual statements or upon other evidence, considers

(a) that the assets of a corporation are insufficient to justify the continuance of the corporation in business in the province or to provide proper security to persons transacting business with the corporation in the province;

(b) that a corporation has failed to comply with the law of the province or with its instruments of incorporation; or

(c) that a corporation shall not for another reason be permitted to hold a licence,

he or she shall so report to the minister.

(2) Where the minister, after consideration of a report made under subsection (1) and after the further inquiry and investigation that the minister thinks appropriate, reports to the Lieutenant-Governor in Council that he or she concurs in the report of the superintendent, the Lieutenant-Governor in Council may suspend or cancel the licence of the corporation and prohibit the corporation from doing business in the province until the Lieutenant-Governor in Council has removed the suspension or cancellation.

(3) Notice of the suspension or cancellation of the licence of a corporation under subsection (2) shall be published in the Gazette and elsewhere as the superintendent may direct and afterward a person transacting business in the province on behalf of the corporation except for winding-up purposes is guilty of an offence.

(4) Where the minister has made a recommendation under subsection (2), the Lieutenant-Governor in Council may direct the issue of a modified, limited or conditional licence that may be considered necessary for the protection of persons in the province who have transacted or may transact business with the corporation.

(5) This section does not apply to corporations which are subject to inspection by the Superintendent of Insurance for Canada.

RSN1970 c213 s12

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Restoration of licences

13. Where the licence of a corporation is suspended or cancelled it may be restored where the corporation, to the satisfaction of the minister, makes good the deficiency or remedies the default because of which the licence was suspended or cancelled.

RSN1970 c213 s13

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Condition of renewal of licences

14. Before the superintendent renews a licence to a corporation, the corporation shall submit to the superintendent satisfactory proof of compliance with the laws of the province in the form that the superintendent may determine and shall provide the superintendent with other information that he or she may require.

RSN1970 c213 s14

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Superintendent may inquire into corporation's affairs

15. (1) The superintendent may direct to a corporation an inquiry he or she may consider necessary concerning its business and financial affairs and the corporation shall make a full and prompt reply to it.

(2) A corporation which does not comply with subsection (1) is guilty of an offence.

RSN1970 c213 s15

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Superintendent to have access to corporation's books

16. (1) The superintendent, or a person authorized by him or her in writing, shall, for the purpose of examining a corporation's affairs, have access to the books, vouchers, securities and other records of a corporation carrying on business in the province and an officer or person in charge, possession, custody or control of those books, vouchers, securities or other records who refuses or neglects to give access to them is guilty of an offence.

(2) In order to facilitate the examination of a corporation's affairs the superintendent may require the corporation to produce its books, vouchers, securities and other records at its chief office or agency in the province or at another convenient place that the superintendent may direct.

RSN1970 c213 s16

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Corporation not to represent that superintendent vouches for its solvency

17. (1) A corporation shall not make or authorize the making of a representation that its solvency is vouched for by the superintendent or that the publication of a statement of its financial affairs in a report of the superintendent is a warranty or representation of the solvency of the corporation or of the truth or accuracy of the statement.

(2) A director, auditor, officer, servant, employee, agent or representative of the corporation who makes or authorizes the making or authorizing of a representation referred to in subsection (1) is guilty of an offence.

RSN1970 c213 s17

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Annual statement

18. (1) A corporation shall prepare and deliver to the superintendent before April 1 in each year a statement which shall be in the form that may be prescribed by the superintendent and which shall exhibit the assets, liabilities, receipts and expenditures of the corporation

(a) as of the immediately preceding December 31; or

(b) where the financial year of the corporation ended on an earlier date, as of the last day of the immediately preceding financial year of the corporation,

and particulars of the business done in the province during the year ended on that date, together with other information that the superintendent requires and the statement shall be verified in the manner prescribed by the superintendent.

(2) A statement referred to in subsection (1) shall be certified by the auditors of the corporation who shall make an affidavit that

(a) they have examined the statement and that it agrees with the books of the corporation;

(b) according to the best of their information and the explanations given to them, in their opinion the statement sets out fairly and truly the state of the affairs of the corporation; and

(c) in their opinion all transactions of the corporation that have come to their notice have been within the powers of the corporation.

(3) With a statement referred to in subsection (1) the corporation shall file a certified copy of a statement provided to shareholders of the corporation during the year covered by the financial statement.

(4) A corporation which does not file a statement in accordance with this section is guilty of an offence.

RSN1970 c213 s18

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Publication of statement

19. (1) A statement which purports to show the financial condition of a corporation and which differs from the financial condition shown by the statement filed by the corporation under section 18 shall not be published or circulated.

(2) A corporation which publishes or circulates a statement contrary to subsection (1) is guilty of an offence.

RSN1970 c213 s19

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Information confidential

20. Information, a document, a record or a statement made or disclosed to or filed with the superintendent concerning a corporation is privileged and shall not be used as evidence in an action or proceeding in a court brought by or on behalf of that corporation.

RSN1970 c213 s20

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Corporation to file contract

21. (1) The superintendent may require a corporation to file with him or her a copy of a contract, agreement or a similar document issued or used by the corporation in connection with the carrying on of its business in the province.

(2) Where a corporation uses a form of contract, agreement or a similar document which, in the opinion of the superintendent, is unfair, fraudulent or not in the public interest, the superintendent may prohibit the corporation from using the form.

(3) A corporation which continues to use a form which has been prohibited is guilty of an offence.

RSN1970 c213 s21

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Certificate of facts

22. A certificate signed and sealed by the superintendent which sets out that on a stated day

(a) a corporation mentioned there was or was not licensed under this Act;

(b) a corporation mentioned there was originally admitted to licence; or

(c) the licence of a corporation mentioned there was renewed, suspended, restored or cancelled,

is, in the absence of evidence to the contrary, evidence of the facts stated in the certificate.

RSN1970 c213 s22

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Appeal

23. A corporation whose licence has been suspended or cancelled under this Act and an applicant for a licence or renewal of licence whose application has been refused under this Act may appeal against the suspension, cancellation or refusal to the minister, who may confirm or overrule the suspension, cancellation or refusal.

RSN1970 c213 s23

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Regulations

24. The Lieutenant-Governor in Council may make regulations

(a) applying or extending the provisions of this Act to corporations incorporated under the laws of the province and another corporation not specifically mentioned here;

(b) prescribing the fees payable by a corporation before a licence may be issued, renewed or restored; and

(c) generally, to give effect to the purpose of this Act.

RSN1970 c213 s24

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Penalty

25. (1) A corporation which carries on business in the province without holding a licence is liable on summary conviction to a penalty of $50 for each day during which it so carries on business.

(2) Except where otherwise provided, a person other than a corporation who is guilty of an offence is liable on summary conviction to a fine of not less than $50 and not more than $250 or to imprisonment for a term of not more than 6 months and a corporation which is guilty of an offence is liable on summary conviction to a fine of not less than $50 and not more than $1,000.

(3) In case of default in making a return required by this Act to be made within a limited time, a person required to make the return is, in addition to the penalty provided under subsection (2), liable on summary conviction to a further penalty of $100 for every month or part of a month during which the person neglects to file the return so required.

RSN1970 c213 s25

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