Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2014-09-29 and last amended on 2014-06-19. Previous Versions

Insurance Companies Act

S.C. 1991, c. 47

Assented to 1991-12-13

An Act respecting insurance companies and fraternal benefit societies

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Marginal note:Short title

 This Act may be cited as the Insurance Companies Act.

PART IINTERPRETATION AND APPLICATION

Definitions

Marginal note:Definitions
  •  (1) In this Act,

    “actuary”

    « actuaire »

    “actuary” means a Fellow of the Canadian Institute of Actuaries;

    “adjustable policy”

    « police ajustable »

    “adjustable policy” means an adjustable policy as defined in the regulations;

    “affairs”

    « affaires internes »

    “affairs”, with respect to a company, means the relationships among the company and its affiliates and the shareholders, policyholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates;

    “affiliate”

    « groupe »

    “affiliate” means an entity that is affiliated with another entity within the meaning of section 6;

    “Agency”

    « Agence »

    “Agency” means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act;

    “annual return”

    « état annuel »

    “annual return” means a return prepared in accordance with subsection 665(1) or (2);

    “annual statement”

    « rapport annuel »

    “annual statement”, in relation to a company, means the annual financial statement of the company within the meaning of paragraph 331(1)(a) and, in relation to an insurance holding company, means the annual financial statement of the insurance holding company within the meaning of paragraph 887(1)(a);

    “assets in Canada”

    « actif au Canada »

    “assets in Canada” means the assets that have been vested in trust for a foreign company under Part XIII;

    “auditor”

    « vérificateur »

    “auditor” includes a firm of accountants;

    “bank holding company”

    « société de portefeuille bancaire »

    “bank holding company” means a body corporate that is incorporated or formed under Part XV of the Bank Act;

    “bearer”

    « porteur »

    “bearer”, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank;

    “bearer form”

    « titre au porteur »

    “bearer form”, in respect of a security, means a security in bearer form as determined in accordance with subsection 87(2);

    “beneficial ownership”

    « véritable propriétaire » et « propriété effective »

    “beneficial ownership” includes ownership through one or more trustees, legal representatives, agents or other intermediaries;

    “body corporate”

    « personne morale »

    “body corporate” means an incorporated body wherever or however incorporated;

    “Canadian financial institution”

    « institution financière canadienne »

    “Canadian financial institution” means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province;

    “central securities register” or “securities register”

    « registre central des valeurs mobilières » ou « registre des valeurs mobilières »

    “central securities register” or “securities register”, in relation to a company or an insurance holding company, means the register referred to in section 271;

    “class”

    « branche »

    “class”, in respect of insurance or an insurance policy, means a class determined in accordance with section 12;

    “Commissioner”

    « commissaire »

    “Commissioner” means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act;

    “common-law partner”

    « conjoint de fait »

    “common-law partner”, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year;

    “company”

    « société »

    “company” means a body corporate referred to in subsection 13(1);

    “complainant”

    « plaignant »

    “complainant”, in relation to a company or any matter concerning a company, means

    • (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of the company or any of its affiliates,

    • (a.1) a policyholder entitled to vote at a meeting of policyholders or shareholders and policyholders of the company,

    • (b) a director or an officer, or a former director or officer, of the company or any of its affiliates, or

    • (c) any other person who, in the discretion of a court, is a proper person to make an application under section 371, 375 or 1031;

    “consumer provision”

    « disposition visant les consommateurs »

    “consumer provision” means a provision referred to in paragraph (c) or (c.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

    “converted company”

    « société transformée »

    “converted company” means a mutual company that has been converted under this Act into a company with common shares;

    “court”

    « tribunal »

    “court” means

    • (a) in the Province of Ontario, the Superior Court of Justice,

    • (b) in the Province of Quebec, the Superior Court of the Province,

    • (c) in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province,

    • (d) in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

    • (e) in the Provinces of Prince Edward Island and Newfoundland, the trial division of the Supreme Court of the Province, and

    • (f) in Yukon and the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice;

    “court of appeal”

    « cour d’appel »

    “court of appeal” means the court to which an appeal lies from a decision or order of a court;

    “debt obligation”

    « titre de créance »

    “debt obligation” means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured;

    “director”, “board of directors” or “directors”

    « administrateur », « conseil d’administration » ou « conseil »

    “director” means a natural person occupying the position of director, by whatever name called, of a body corporate, and “board of directors” or “directors” refers to the directors of a body corporate as a body and, in the case of a society, refers to the supreme governing body of the society;

    “equity”

    « capitaux propres »

    “equity”, in respect of a company or an insurance holding company, means its equity as determined in accordance with the regulations;

    “entity”

    « entité »

    “entity” means a body corporate, trust, partnership, fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof;

    “federal credit union”

    « coopérative de crédit fédérale »

    “federal credit union” has the same meaning as in section 2 of the Bank Act;

    “federal financial institution”

    « institution financière fédérale »

    “federal financial institution” means

    “fiduciary”

    « représentant »

    “fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;

    “financial institution”

    « institution financière »

    “financial institution” means

    • (a) a company or a society,

    • (b) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

    • (c) a body corporate to which the Trust and Loan Companies Act applies,

    • (d) an association to which the Cooperative Credit Associations Act applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act,

    • (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

    • (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

    • (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

    • (h) a foreign institution;

    “financial year”

    « exercice »

    “financial year”, in respect of a foreign company, means a calendar year;

    “foreign company”

    « société étrangère »

    “foreign company” means an entity that is the subject of an order made under subsection 574(1);

    “foreign institution”

    « institution étrangère »

    “foreign institution” means an entity that is

    • (a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

    • (b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province;

    “former-Act company”

    « société antérieure »

    “former-Act company” means a body corporate referred to in paragraph 13(1)(b);

    “former-Act society”

    « société de secours antérieure »

    “former-Act society” means a body corporate referred to in paragraph 13(2)(b);

    “form of proxy”

    « formulaire de procuration »

    “form of proxy” means a written or printed form that, when completed and executed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy;

    “fraternal benefit society”

    « société de secours mutuel »

    “fraternal benefit society” means a body corporate

    • (a) that is without share capital,

    • (b) that has a representative form of government, and

    • (c) that was incorporated for fraternal, benevolent or religious purposes, including the provision of insurance benefits solely to its members or the spouses, common-law partners or children of its members;

    “going-private transaction”

    « transaction de fermeture »

    “going-private transaction” means a going-private transaction as defined in the regulations;

    “guarantee”

    « garantie »

    “guarantee” includes a letter of credit;

    “head office”

    « siège »

    “head office” means

    • (a) in relation to a company, the office required to be maintained by the company under section 260,

    • (b) in relation to a society, the office required to be maintained by the society under section 544, and

    • (c) in relation to an insurance holding company, the office required to be maintained by the insurance holding company under section 868;

    “holder”

    « détenteur »

    “holder” means

    • (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank, and

    • (b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7;

    “holding body corporate”

    « société mère »

    “holding body corporate” means a holding body corporate within the meaning of section 4;

    “incorporated”

    « constitué en personne morale »

    “incorporated”, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act;

    “incorporating instrument”

    « acte constitutif »

    “incorporating instrument” means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument;

    “incorporator”

    « fondateur »

    “incorporator”, in relation to a company or an insurance holding company, means a person who applied for letters patent to incorporate the company or insurance holding company, as the case may be;

    “insurance holding company”

    « société de portefeuille d’assurances »

    “insurance holding company” means a body corporate that is incorporated or formed under Part XVII;

    “issuer”

    « émetteur »

    “issuer”, in respect of a security, means the entity that issues or issued the security;

    “letters patent”

    « lettres patentes »

    “letters patent”, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent;

    “life company”

    « société d’assurance-vie »

    “life company” means a company or a provincial company that is permitted to insure risks falling within the class of life insurance, other than a company or a provincial company that is also permitted to insure risks falling within any other class of insurance other than accident and sickness insurance, credit protection insurance and other approved products insurance;

    “marine company”

    « société d’assurance maritime »

    “marine company” means a company that is incorporated for the sole purpose of insuring risks within the class of marine insurance;

    “Minister”

    « ministre »

    “Minister” means the Minister of Finance;

    “minor”

    « mineur »

    “minor” has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989;

    “mutual company”

    « société mutuelle »

    “mutual company” means

    • (a) a company that is incorporated or continued as a mutual company under this Act,

    • (b) a former-Act company that, on the coming into force of this paragraph, has no issued and outstanding shares, or

    • (c) a company that is converted into a mutual company under sections 226 to 236,

    and that is not converted into a company with common shares under this Act;

    “non-WTO Member foreign institution”

    « institution étrangère d’un non-membre de l’OMC »

    “non-WTO Member foreign institution” means a foreign institution that is not controlled by a WTO Member resident;

    “officer”

    « dirigeant »

    “officer” means

    • (a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

    • (b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise;

    “order form”

    « titre à ordre »

    “order form”, in respect of a security, means a security in order form as determined in accordance with subsection 87(3);

    “ordinary resolution”

    « résolution ordinaire »

    “ordinary resolution” means a resolution passed by a majority of the votes cast by or on behalf of the shareholders or policyholders who voted in respect of that resolution;

    “participating policy”

    « police à participation »

    “participating policy” means a policy issued by a company that entitles its holder to participate in the profits of the company;

    “participating policyholder”

    « souscripteur avec participation »

    “participating policyholder” means the holder of a participating policy;

    “person”

    « personne »

    “person” means a natural person, an entity or a personal representative;

    “personal representative”

    « représentant personnel »

    “personal representative” means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person;

    “policy”

    « police »

    “policy” means any written contract of insurance or reinsurance whether contained in one or more documents and, in the case of insurance in a fraternal benefit society, any contract of insurance whether evidenced by a written document or not and any certificate of membership relating in any way to insurance, and includes any annuity contract and any endowment insurance contract;

    “policy in Canada”

    “policy in Canada”[Repealed, 2007, c. 6, s. 186]

    “policyholder in Canada”

    “policyholder in Canada”[Repealed, 2007, c. 6, s. 186]

    “prescribed”

    Version anglaise seulement

    “prescribed” means prescribed by regulation;

    “property and casualty company”

    « société d’assurances multirisques »

    “property and casualty company” means a company or a provincial company that is not a life company or a marine company;

    “provincial company”

    « société provinciale »

    “provincial company” means, subject to subsection (1.1),

    • (a[Repealed, 2001, c. 9, s. 345]

    • (b) Antigonish Farmers’ Mutual Fire Insurance Company,

    • (c) Clare Mutual Insurance Company,

    • (d) The Halifax Insurance Company, or

    • (e) Pictou County Farmers’ Mutual Fire Insurance Company,

    or, if the name of such company is changed, includes the successor company by its new name;

    “proxy”

    « procuration »

    “proxy” means a completed and executed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members;

    “proxyholder”

    « fondé de pouvoir »

    “proxyholder” means the person appointed by proxy to attend and act on behalf of a shareholder or a policyholder or, in the case of a society, a member at a meeting of shareholders, policyholders or members;

    “real property”

    « biens immeubles »

    “real property” includes a leasehold interest in real property;

    “recorded address”

    « adresse enregistrée »

    “recorded address” means

    • (a) in relation to a person who is a shareholder of a company or an insurance holding company, the latest postal address of the person according to the central securities register of the company or the insurance holding company, as the case may be, and

    • (b) in relation to a person in any other respect, the latest postal address of the person according to the records of the company or insurance holding company;

    “registered form”

    « titre nominatif »

    “registered form”, in respect of a security, means a security in registered form as determined in accordance with subsection 87(4);

    “regulatory capital”

    « capital réglementaire »

    “regulatory capital”, in respect of a company, a society, a provincial company or an insurance holding company, has the meaning given that expression by the regulations;

    “resident Canadian”

    « résident canadien »

    “resident Canadian” means a natural person who is

    • (a) a Canadian citizen ordinarily resident in Canada,

    • (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

    • (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship;

    “residential property”

    « immeuble résidentiel »

    “residential property” means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings;

    “securities underwriter”

    « souscripteur à forfait »

    “securities underwriter” means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter;

    “security”

    « titre » ou « valeur mobilière »

    “security” means

    • (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit, and

    • (b) in relation to any other entity, any ownership interest in or debt obligation of the entity,

    but does not include a policy;

    “security interest”

    « sûreté »

    “security interest” means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation;

    “send”

    « envoyer »

    “send” includes deliver;

    “series”

    « série »

    “series”, in respect of shares, means a division of a class of shares;

    “significant interest”

    « intérêt substantiel »

    “significant interest” means a significant interest determined in accordance with section 8;

    “society”

    « société de secours »

    “society” means a body corporate referred to in subsection 13(2) that is a fraternal benefit society;

    “special resolution”

    « résolution extraordinaire »

    “special resolution” means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders and policyholders and, in the case of a fraternal benefit society, the members, who voted in respect of that resolution or signed by all the shareholders, policyholders and members entitled to vote on that resolution;

    “squeeze-out transaction”

    « transaction d’éviction »

    “squeeze-out transaction” means a transaction by a company that is not a distributing company, or an insurance holding company that is not a distributing insurance holding company, that requires an amendment to a by-law referred to in subsection 238(1) or 851(1), as the case may be, and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares that are issued by the following persons and have rights and privileges equal to or greater than those of the shares of the affected class:

    • (a) in the case of a company, the company, and

    • (b) in the case of an insurance holding company, the insurance holding company;

    “subordinated indebtedness”

    « titre secondaire »

    “subordinated indebtedness” means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all policy liabilities of the company and all other liabilities of the company except those other liabilities that, by their terms, rank equally with or are subordinate to such indebtedness;

    “subsidiary”

    « filiale »

    “subsidiary” means an entity that is a subsidiary of another entity within the meaning of section 5;

    “substantial investment”

    « intérêt de groupe financier »

    “substantial investment” means a substantial investment determined in accordance with section 10;

    “Superintendent”

    « surintendant »

    “Superintendent” means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act;

    “total assets”

    « actif total »

    “total assets”, in respect of a company, society, provincial company or insurance holding company, has the meaning given that expression by the regulations;

    “trade”

    « opération »

    “trade”, in respect of securities, means any sale or disposition of securities for valuable consideration;

    “transfer”

    « transfert »

    “transfer”, in respect of securities, includes a transmission by operation of law;

    “voting share”

    « action avec droit de vote »

    “voting share” means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled;

    “WTO Member resident”

    « résident d’un membre de l’OMC »

    “WTO Member resident” means a WTO Member resident within the meaning of section 11.1.

  • Marginal note:Provincial company status

    (1.1) A company referred to in the definition “provincial company” in subsection (1) ceases to be a provincial company for the purposes of this Act if the order made by the Superintendent under subsection 657(1) approving the commencement and carrying on of business by the company is revoked.

  • Marginal note:Policy loans

    (2) For greater certainty, any reference in this Act to a loan does not include, unless otherwise provided, a reference to an advance on the security or against the cash surrender value of a policy.

  • Marginal note:Major shareholder

    (3) For the purposes of this Act, a person is a major shareholder of a body corporate if

    • (a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or

    • (b) the aggregate of the shares of any class of non-voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 30 per cent of the outstanding shares of that class of non-voting shares of the body corporate.

  • Marginal note:Widely held

    (4) For the purposes of this Act, a body corporate is widely held if it has no major shareholder.

  • 1991, c. 47, ss. 2, 758, c. 48, s. 495;
  • 1992, c. 51, s. 55;
  • 1996, c. 6, s. 66;
  • 1997, c. 15, s. 165;
  • 1998, c. 30, ss. 13(F), 15(E);
  • 1999, c. 3, s. 70, c. 28, s. 118;
  • 2000, c. 12, s. 153;
  • 2001, c. 9, s. 345, c. 27, s. 255;
  • 2002, c. 7, s. 187(E);
  • 2005, c. 54, s. 214;
  • 2007, c. 6, s. 186;
  • 2010, c. 12, s. 2117;
  • 2012, c. 5, s. 122.