Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
Marginal note:1997, c. 15, s. 170(1) (F)
357. Subsection 32(1) of the Act is replaced by the following:
Marginal note:Federal corporations
32. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.
Marginal note:1991, c. 47, s. 759; 1994, c. 24, par. 34(1)(l) (F)
358. Sections 39 to 41 of the Act are replaced by the following:
Marginal note:Transferring to other federal Acts
39. (1) A company or society may
(a) apply, with the approval in writing of the Minister, for a certificate of continuance under section 187 of the Canada Business Corporations Act; or
(b) apply for letters patent continuing the company or society as a bank under subsection 35(1) of the Bank Act or amalgamating and continuing the company or society as a bank under subsections 223(1) and 229(1) of that Act.
Marginal note:Transferring to other federal Acts — societies
(1.1) A society may also, with the approval in writing of the Minister,
(a) apply, under section 156 of the Canada Corporations Act, for letters patent creating it as a corporation under Part II of that Act; or
(b) apply, under section 285 of the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, under that Act.
Marginal note:Conditions for approval
(2) No approval referred to in paragraph (1)(a) may be given to a company or society and no approval referred to in subsection (1.1) may be given to a society unless the Minister is satisfied that
(a) the application has been authorized by a special resolution;
(b) the company or society has discharged, or provided for the discharge of, all its policy liabilities; and
(c) unless the company or society is an entity referred to in paragraph 47(2)(b) or (c), the company or society will not use the word “assurance”, “assurances” or “insurance” in its name after a certificate or letters patent referred to in subsection (1) or (1.1) are issued in respect of the company or society.
Marginal note:Withdrawing application
(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.
Marginal note:Day this Act ceases to apply
(4) On the day specified in the certificate or letters patent, this Act ceases to apply to the body corporate to which the certificate or letters patent relate.
Marginal note:1996, c. 6, s. 67
359. Paragraph 42(1)(e) of the Act is replaced by the following:
(e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company.
Marginal note:1996, c. 6, s. 68
360. Section 43 of the Act is replaced by the following:
Marginal note:Affiliated company or society
43. Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity and the approval of the Superintendent, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
Marginal note:1996, c. 6, s. 70
361. Subsection 46(2) of the Act is replaced by the following:
Marginal note:Revoking name
(2) If a company or society has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company or society and assign to it a name and, until changed in accordance with section 224, 238 or 544.1, the name of the company or society is thereafter the name so assigned.
362. Subsection 47(2) of the Act is amended by adding the following after paragraph (a):
(a.1) an insurance holding company;
Marginal note:1996, c. 6, s. 70
363. Section 48 of the Act is replaced by the following:
Marginal note:Subsidiaries
48. Despite subsection 47(1), a subsidiary of a company or society may use the company’s or society’s name in its name.
364. Subsection 50(1) of the Act is replaced by the following:
Marginal note:Calling shareholders’ meeting
50. (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company, other than a mutual company, in respect of which letters patent were issued under section 22 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company.
365. Clause 57(1)(a)(ii)(B) of the Act is replaced by the following:
(B) at least five million dollars or any greater amount that is specified by the Minister under subsection 50(1), in the case of a company other than a mutual company,
366. The Act is amended by adding the following after section 59:
Marginal note:Limit on assets
59.1 (1) The Minister may, by order, require a company that is a converted company in respect of which the Minister has issued an order under subsection 407(8) or a converted company in respect of which subsection 407(11) applied at any time not to have average total assets in any three month period ending on the last day of a month subsequent to the month specified in the order exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order if the Minister is of the opinion that it is in the best interests of the financial system in Canada to do so, after having considered the Superintendent’s opinion on
(a) the nature and extent of the financial services activities carried out by entities affiliated with the company; and
(b) the impact that the nature and degree of supervision and regulation of those financial services activities have on the supervision and regulation of the company.
Marginal note:Revocation of order
(2) If the Minister is of the opinion that the circumstances giving rise to the order have ceased to exist or have changed substantially, the Minister may, by further order, revoke the order.
Marginal note:Average total assets
(3) For the purposes of subsection (1), the average total assets of a company in a three month period shall be computed by adding the total assets of the company as calculated for the month end of each of the three months in the period and by dividing the sum by three.
367. Subsection 65(3) of the Act is replaced by the following:
Marginal note:Effective date
(3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders and policyholders at the meeting referred to in subsection (2).
Marginal note:1997, c. 15, s. 183
368. The portion of section 76.1 of the Act before paragraph (a) is replaced by the following:
Marginal note:Holding in market-indexed segregated fund
76.1 A company may hold shares of the company or shares or ownership interests of an entity that controls the company, if
369. Section 83 of the Act is amended by adding the following after subsection (4):
Marginal note:When dividend not to be declared
(5) The directors of a company shall not declare and a company shall not pay a dividend in any financial year without the approval of the Superintendent if, on the day the dividend is declared, the total of all dividends declared by the company in that year would exceed the aggregate of the company’s net income up to that day in that year and its retained net income for the preceding two financial years.
370. (1) Section 143 of the Act is amended by adding the following after subsection (1):
Marginal note:Number of eligible votes
(1.01) A converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 164.08(1), that may be cast at the meeting as of the record date for determining the shareholders or policyholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders or policyholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.
Marginal note:1997, c. 15, s. 187(2)
(2) Subsection 143(1.2) of the French version of the Act is replaced by the following:
Marginal note:Renonciation à l’avis
(1.2) La présence à l’assemblée équivaut à une renonciation de l’avis de convocation, sauf lorsque la personne y assiste spécialement pour s’opposer aux délibérations au motif que l’assemblée n’est pas régulièrement convoquée.
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