Canada Gazette, Part I, Volume 160, Number 42: Non-Financial Activities (Trust and Loan Companies) Regulations
October 17, 2026
Statutory authority
Trust and Loan Companies Act
Sponsoring department
Department of Finance
REGULATORY IMPACT ANALYSIS STATEMENT
For the Regulatory Impact Analysis Statement, see the Non-Financial Activities (Banks and Bank Holding Companies) Regulations.
PROPOSED REGULATORY TEXT
Notice is given that the Governor in Council proposes to make the annexed Non-Financial Activities (Trust and Loan Companies) Regulations under subsections 410(3)footnote a, 416(3)footnote b and 453(2.2)footnote c and sections 453.1footnote d, 459footnote e and 531footnote f of the Trust and Loan Companies Act footnote g.
Interested persons may make representations concerning the proposed Regulations within 30 days after the date of publication of this notice. They are strongly encouraged to use the online commenting feature that is available on the Canada Gazette website but if they use email, mail or any other means, the representations should cite the Canada Gazette, Part I, and the date of publication of this notice, and be sent to David Tousignant, Director General, Financial Institutions Division, Financial Sector Policy Branch, Department of Finance, 90 Elgin Street, Ottawa, Ontario K1A 0G5 (email: David.Tousignant@fin.gc.ca).
Ottawa, October 9, 2026
Janna Rinaldi
Assistant Clerk of the Privy Council
Non-Financial Activities (Trust and Loan Companies) Regulations
Interpretation
Definitions
1 The following definitions apply in these Regulations.
- Act
- means the Trust and Loan Companies Act. (Loi)
- entity engaging in non-financial activities
- means any entity that engages in a non-financial activity and that is either a federal financial institution or an entity that a federal financial institution, bank holding company or insurance holding company may acquire or hold control of, or acquire, hold or increase a substantial investment in, under any of subsection 453(2) of the Act, subsections 468(2) and 930(2) of the Bank Act and subsections 495(2) and (4), 554(2) and 971(2) of the Insurance Companies Act. It does not include an entity of which control, or in which a substantial investment, is acquired under any other provision of the Act, the Bank Act or the Insurance Companies Act. (entité exerçant des activités non financières)
- majority financial services entity
- means any entity that a company or any of its subsidiaries may acquire or hold control of, or acquire, hold or increase a substantial investment in, under any of subsection 453(2.1) of the Act, subsections 468(2.1) and 930(2.1) of the Bank Act and subsections 495(2.1) and (4.1), 554(2.1) and 971(2.1) of the Insurance Companies Act. It does not include an entity of which control, or in which a substantial investment, is acquired under any other provision of the Act, the Bank Act or the Insurance Companies Act. (entité s’occupant en majeure partie de services financiers)
- non-financial activity
- means any activity that a company is permitted to engage in under paragraph 410(1)(b.1) or (c) of the Act. (activité non financière)
Definition of majority
2 (1) For the purposes of subsection 453(2.1) of the Act, majority means a proportion of 60% or more, determined in accordance with subsection (2).
Determination of proportion
(2) The proportion of an entity’s business that consists of activities that a company is permitted to engage in under any of paragraphs 409(2)(b) to (d) of the Act is equal to whichever of the following proportions is the greatest:
- (a) the proportion, expressed as a percentage, that the amount of revenue derived by the entity from those activities is of the amount of the entity’s total revenue;
- (b) the proportion, expressed as a percentage, that the amount of the entity’s operating expenses that are in respect of those activities is of the amount of the entity’s total operating expenses; or
- (c) the proportion, expressed as a percentage, that the value of the entity’s assets that are in respect of those activities is of the value of the entity’s total assets.
Quarterly or annual financial statements
(3) The amounts and values referred to in subsection (2) must be calculated based on the amounts and values reported by the entity in its four most recent quarterly financial statements or, if the entity does not prepare quarterly financial statements, its most recent annual financial statement.
Conditions and Circumstances
Non-financial activity
3 For the purposes of paragraphs 410(1)(b.1) and (c) of the Act, a company must not engage in a non-financial activity except subject to the conditions and in the circumstances that are set out in sections 5 to 12.
Control or substantial investment
4 For the purposes of subsections 453(2) and (2.1) of the Act, a company must not acquire or hold control of, or acquire, hold or increase a substantial investment in, a majority financial services entity or an entity engaging in non-financial activities except subject to the conditions and in the circumstances that are set out in sections 5 to 12.
Equity — less than $12 billion
5 (1) A company that has equity of less than $12 billion must ensure that the sum of the following amounts does not exceed, at the end of each financial year, 15% of the value of its annual revenue:
- (a) the amount of revenue derived from any non-financial activities engaged in by the company,
- (b) the amount of revenue derived from activities engaged in by any subsidiaries of the company that are majority financial services entities, other than revenue derived from the financial service activities or other activities referred to in paragraphs 409(2)(b) to (d) of the Act, and
- (c) the amount of revenue derived from non-financial activities engaged in by any subsidiaries of the company that are entities engaging in non-financial activities.
Equity — $12 billion or more
(2) A company that has equity of $12 billion or more must ensure that the sum of the amounts referred to in paragraphs (1)(a) to (c) does not exceed, at the end of each financial year, 10% of the value of its annual revenue.
Annual revenue
(3) For the purposes of subsections (1) and (2), the value of a company’s annual revenue is, at its election, either the amount of its annual revenue as reported on a consolidated basis in its most recent annual financial statement or the average amount of its annual revenue as reported on a consolidated basis in its annual financial statements for the three most recent financial years.
Regulatory capital
6 (1) A company must ensure that the sum of the following values does not exceed, at any time, 10% of the value of its regulatory capital:
- (a) the value of the shares and other ownership interests held by the company and its subsidiaries, whether individually or jointly, in any entities that the company holds control of, or a substantial investment in, that are majority financial services entities or entities engaging in non-financial activities, other than the value of shares and other ownership interests held in any federal financial institutions,
- (b) the value of the outstanding loans held by the company and its subsidiaries, whether individually or jointly, that were made to any entities that the company holds control of, or a substantial investment in, that are majority financial services entities or entities engaging in non-financial activities, other than the value of outstanding loans that were made to any federal financial institutions, and
- (c) the value of the outstanding guarantees given by the company and its subsidiaries, whether individually or jointly, on behalf of any entities that the company holds control of, or a substantial investment in, that are majority financial services entities or entities engaging in non-financial activities, other than the value of outstanding guarantees given on behalf of any federal financial institutions.
Definition of value
(2) For the purposes of paragraphs (1)(a) to (c), value means
- (a) in respect of the shares, other ownership interests and outstanding loans held on a particular day, their aggregate value that would be reported on an unconsolidated basis on a balance sheet prepared on that day and in accordance with generally accepted accounting principles in Canada; and
- (b) in respect of the outstanding guarantees given on a particular day, their aggregate face value in Canadian dollars, converted using the Bank of Canada’s published exchange rate on that day.
Obligation to provide information
7 A company that has equity of $12 billion or more must provide to the Deputy Minister of Finance, or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance,
- (a) no later than 30 days after the day on which the company acquires control of a majority financial services entity or an entity engaging in non-financial activities,
- (i) a description of the transaction, including the names of the parties, the amount and type of consideration and the terms and conditions of payment,
- (ii) a description of the ownership interests acquired as a result of the transaction, including the number and percentage of each type of ownership interest acquired and the total value of the ownership interests being held after the transaction,
- (iii) in the case where the entity is a majority financial services entity, a description of the entity’s business activities other than activities referred to in paragraphs 409(2)(a) to (d) of the Act,
- (iv) in the case where the entity is an entity engaging in non-financial activities, a description of the entity’s business that is in respect of non-financial activities and, for each non-financial activity,
- (A) if the activity is an activity referred to in paragraph 410(1)(b.1) of the Act, a description of how that activity relates to the provision of financial services by the company or by any of its affiliates, or
- (B) if the activity is designing, developing, manufacturing, selling or otherwise dealing with technology, a description of how that activity relates to
- (I) an activity referred to in subsection 410(1) of the Act that is engaged in by the company or by any of its affiliates, or
- (II) the provision of financial services by any other entity,
- (v) a statement of the purpose of the transaction and a description of how it relates to the company’s strategic plans and business objectives,
- (vi) an indication of whether the company intends to operate the entity as a separate and distinct entity,
- (vii) a description of the business of the entity and that of its subsidiaries, and
- (viii) a description of the circumstances in which the entity provides a material product or service to a competitor of the company;
- (b) no later than 30 days after the day on which the company acquires a substantial investment in a majority financial services entity or an entity engaging in non-financial activities, without acquiring control of that entity,
- (i) a description of the transaction, including the names of the parties, the amount and type of consideration and the terms and conditions of payment,
- (ii) a description of the ownership interests acquired as a result of the transaction, including the number and percentage of each type of ownership interest acquired and the total value of the ownership interests being held after the transaction,
- (iii) in the case where the entity is a majority financial services entity, a description of the entity’s business activities other than activities referred to in paragraphs 409(2)(a) to (d) of the Act,
- (iv) in the case where the entity is an entity engaging in non-financial activities, a description of the entity’s business that is in respect of non-financial activities and, for each non-financial activity,
- (A) if the activity is an activity referred to in paragraph 410(1)(b.1) of the Act, a description of how that activity relates to the provision of financial services by the company or by any of its affiliates, or
- (B) if the activity is designing, developing, manufacturing, selling or otherwise dealing with technology, a description of how that activity relates to
- (I) an activity referred to in subsection 410(1) of the Act that is engaged in by the company or by any of its affiliates, or
- (II) the provision of financial services by any other entity,
- (v) a statement of the purpose of the transaction and a description of how it relates to the company’s strategic plans and business objectives, and
- (vi) a description of the business of the entity and that of its subsidiaries; and
- (c) no later than six months after the end of each financial year,
- (i) a description of the non-financial activities engaged in by the company — or by any entity engaging in non-financial activities that the company held control of, or a substantial investment in, at any time during that financial year — and, for each non-financial activity,
- (A) if the activity is an activity referred to in paragraph 410(1)(b.1) of the Act, a description of how that activity relates to the provision of financial services by the company or by any of its affiliates, or
- (B) if the activity is designing, developing, manufacturing, selling or otherwise dealing with technology, a description of how that activity relates to
- (I) an activity referred to in subsection 410(1) of the Act that is engaged in by the company or by any of its affiliates, or
- (II) the provision of financial services by any other entity,
- (ii) a description of the business of any majority financial services entities that the company held control of, or a substantial investment in, at any time during that financial year, and
- (iii) a description of how the company performs the calculations under sections 2, 5 and 6.
- (i) a description of the non-financial activities engaged in by the company — or by any entity engaging in non-financial activities that the company held control of, or a substantial investment in, at any time during that financial year — and, for each non-financial activity,
Confidential information
8 (1) All information provided under section 7, and all information prepared from that information, is confidential and must be treated accordingly.
Clarification
(2) A company is not required to provide information under section 7 if
- (a) it demonstrates to the Deputy Minister of Finance, or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance, that the same information has previously been provided under these Regulations or under the Non-Financial Activities (Banks and Bank Holding Companies) Regulations, the Non-Financial Activities (Foreign Banks) Regulations or the Non-Financial Activities (Insurance Companies, Societies and Insurance Holding Companies) Regulations; or
- (b) the information is in respect of activities that were carried out before the day on which these Regulations come into force.
Prohibited business
9 A company must not
- (a) engage in a business that includes providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property or movables; or
- (b) acquire or hold control of, or acquire, hold or increase a substantial investment in, a majority financial services entity or an entity engaging in non-financial activities if the business of that entity includes providing temporary possession of personal property or movables, including motor vehicles, to customers in Canada for a purpose other than to finance the customer’s acquisition of the property or movables.
Requirements of section 5 or 6
10 If a company holds control of, or a substantial investment in, a majority financial services entity or an entity engaging in non-financial activities and if any of the requirements set out in sections 5 and 6, as applicable, are not met, the company is deemed to have acquired, with respect to every such entity, a temporary investment in respect of which section 456 of the Act applies.
Majority financial services entity
11 If a company holds control of, or a substantial investment in, a majority financial services entity and that entity ceases to be a majority financial services entity because the majority of that entity’s business no longer consists of the financial service activities or other activities that a company is permitted to engage in under any of paragraphs 409(2)(b) to (d) of the Act, the company is deemed to have acquired, with respect to that entity, a temporary investment in respect of which section 456 of the Act applies.
Financial statement — preparation
12 Any financial statement referred to in these Regulations must be prepared in accordance with generally accepted accounting principles in Canada or, if it is prepared in respect of an entity that is not a Canadian entity, in accordance with generally accepted accounting principles in
- (a) the jurisdiction in which the entity was formed or incorporated;
- (b) a jurisdiction in which the entity carries on business; or
- (c) a country or territory that is a member of the World Trade Organization.
Exemptions
Activities approved by Minister
13 A company is not required to take into account — in making the calculations under sections 5 and 6 or providing the information required under section 7 — any non-financial activity that is carried out by the company, or by any entity that it holds control of, or a substantial investment in, within the scope of
- (a) an approval referred to in paragraph 410(1)(c) or (c.1) or 453(5)(d) or (d.1) of the Act, as those paragraphs read from time to time before the day on which subsection 310(1) of the Budget Implementation Act, 2018, No. 1 comes into force;
- (b) an approval referred to in paragraph 410(1)(c) or (c.1) or 468(5)(d) or (d.1) of the Bank Act, as those paragraphs read from time to time before the day on which subsection 316(1) of the Budget Implementation Act, 2018, No. 1 comes into force; or
- (c) an approval referred to in paragraph 441(1)(d) or (d.1) or 495(7)(d) or (d.1) or subsection 554(5) of the Insurance Companies Act, as those provisions read from time to time before the day on which subsection 329(1) of the Budget Implementation Act, 2018, No. 1 comes into force.
Exempted activities
14 A company is not required to take into account — in making the calculations under sections 5 and 6 or providing the information required under section 7 — any non-financial activity that is carried out by a subsidiary that is a bank in the circumstances referred to in subsection 14(1) of the Non-Financial Activities (Banks and Bank Holding Companies) Regulations.
Transitional Provision
Exempted activities — two years
15 During a period of two years that begins on the day on which these Regulations come into force, a company is not required to take into account — in making the calculations under sections 5 and 6 or providing the information required under section 7 — any activity
- (a) that is engaged in outside Canada by the company and that is an activity referred to in paragraph 410(1)(c) of the Act, as that paragraph read from time to time before the day on which subsection 310(1) of the Budget Implementation Act, 2018, No. 1 comes into force;
- (b) that is engaged in outside Canada by an entity that the company holds control of, or a substantial investment in, and that is an activity that referred to in paragraph 410(1)(c) or 453(5)(d) of the Act, as those paragraphs read from time to time before the day on which subsection 310(1) of the Budget Implementation Act, 2018, No. 1 comes into force; or
- (c) that is engaged in by an entity that the company holds control of, or a substantial investment in, and whose business is limited to the activities that are prescribed by any of the following provisions, as they read from time to time before the day on which these Regulations come into force:
- (i) subsection 3(1) of the Information Technology Activities (Banks) Regulations,
- (ii) subsection 2(1) of the Information Technology Activities (Bank Holding Companies) Regulations,
- (iii) subsection 2(1) of the Information Technology Activities (Insurance Holding Companies) Regulations,
- (iv) subsection 3(1) of the Information Technology Activities (Life Companies) Regulations,
- (v) subsection 3(1) of the Information Technology Activities (Property and Casualty Companies and Marine Companies) Regulations,
- (vi) subsection 3(1) of the Information Technology Activities (Trust and Loan Companies) Regulations.
Consequential Amendment to the Exemption from Restrictions on Investments (Trust and Loan Companies) Regulations
16 Section 1 of the Exemption from Restrictions on Investments (Trust and Loan Companies) Regulations footnote 1 is replaced by the following:
Prescribed circumstances
1 For the purposes of subparagraph 453(3)(f)(ii) of the Trust and Loan Companies Act, subsections 453(4) to (6) of that Act do not apply in determining whether a company would be permitted to acquire a substantial investment in an entity under subsection 451(2), paragraph 451(3)(b) or (c) or subsection 451(4) or 453(1), (2) or (2.1) of that Act.
Repeal
17 The Information Technology Activities (Trust and Loan Companies) Regulations footnote 2 are repealed.
Coming into Force
S.C. 2018, c. 12
18 These Regulations come into force on the day on which section 313 of the Budget Implementation Act, 2018, No. 1 comes into force, but if they are registered after that day, they come into force on the day on which they are registered.
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