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

Act current to 2016-04-12 and last amended on 2015-06-23. 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; (actuaire)

    adjustable policy

    police ajustable

    adjustable policy means an adjustable policy as defined in the regulations; (police ajustable)

    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; (affaires internes)

    affiliate

    groupe

    affiliate means an entity that is affiliated with another entity within the meaning of section 6; (groupe)

    Agency

    Agence

    Agency means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act; (Agence)

    annual return

    état annuel

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

    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); (rapport annuel)

    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; (actif au Canada)

    auditor

    vérificateur

    auditor includes a firm of accountants; (vérificateur)

    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; (société de portefeuille bancaire)

    bearer

    porteur

    bearer, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

    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); (titre au porteur)

    beneficial ownership

    véritable propriétaire et propriété effective

    beneficial ownership includes ownership through one or more trustees, legal representatives, agents or other intermediaries; (véritable propriétaire et propriété effective)

    body corporate

    personne morale

    body corporate means an incorporated body wherever or however incorporated; (personne morale)

    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; (institution financière canadienne)

    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; (registre central des valeurs mobilières ou registre des valeurs mobilières)

    class

    branche

    class, in respect of insurance or an insurance policy, means a class determined in accordance with section 12; (branche)

    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; (commissaire)

    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; (conjoint de fait)

    company

    société

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

    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; (plaignant)

    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; (disposition visant les consommateurs)

    converted company

    société transformée

    converted company means a mutual company that has been converted under this Act into a company with common shares; (société transformée)

    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, British Columbia and Prince Edward Island, 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 Province of Newfoundland and Labrador, 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; (tribunal)

    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; (cour d’appel)

    debt obligation

    titre de créance

    debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (titre de créance)

    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; (administrateur, conseil d’administration ou conseil)

    equity

    capitaux propres

    equity, in respect of a company or an insurance holding company, means its equity as determined in accordance with the regulations; (capitaux propres)

    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; (entité)

    federal credit union

    coopérative de crédit fédérale

    federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

    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; (représentant)

    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; (institution financière)

    financial year

    exercice

    financial year, in respect of a foreign company, means a calendar year; (exercice)

    foreign company

    société étrangère

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

    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; (institution étrangère)

    former-Act company

    société antérieure

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

    former-Act society

    société de secours antérieure

    former-Act society means a body corporate referred to in paragraph 13(2)(b); (société de secours antérieure)

    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; (formulaire de procuration)

    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; (société de secours mutuel)

    going-private transaction

    transaction de fermeture

    going-private transaction means a going-private transaction as defined in the regulations; (transaction de fermeture)

    guarantee

    garantie

    guarantee includes a letter of credit; (garantie)

    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; (siège)

    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; (détenteur)

    holding body corporate

    société mère

    holding body corporate means a holding body corporate within the meaning of section 4; (société mère)

    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; (constitué en personne morale)

    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; (acte constitutif)

    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; (fondateur)

    insurance holding company

    société de portefeuille d’assurances

    insurance holding company means a body corporate that is incorporated or formed under Part XVII; (société de portefeuille d’assurances)

    issuer

    émetteur

    issuer, in respect of a security, means the entity that issues or issued the security; (émetteur)

    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; (lettres patentes)

    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; (société d’assurance-vie)

    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; (société d’assurance maritime)

    Minister

    ministre

    Minister means the Minister of Finance; (ministre)

    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; (mineur)

    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; (société mutuelle)

    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; (institution étrangère d’un non-membre de l’OMC)

    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; (dirigeant)

    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); (titre à ordre)

    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; (résolution ordinaire)

    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; (police à participation)

    participating policyholder

    souscripteur avec participation

    participating policyholder means the holder of a participating policy; (souscripteur avec participation)

    person

    personne

    person means a natural person, an entity or a personal representative; (personne)

    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; (représentant personnel)

    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; (police)

    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; (Version anglaise seulement)

    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; (société d’assurances multirisques)

    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; (société provinciale)

    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; (procuration)

    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; (fondé de pouvoir)

    real property

    biens immeubles

    real property includes a leasehold interest in real property; (biens immeubles)

    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; (adresse enregistrée)

    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); (titre nominatif)

    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; (capital réglementaire)

    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; (résident canadien)

    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; (immeuble résidentiel)

    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; (souscripteur à forfait)

    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; (titre ou valeur mobilière)

    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; (sûreté)

    send

    envoyer

    send includes deliver; (envoyer)

    series

    série

    series, in respect of shares, means a division of a class of shares; (série)

    significant interest

    intérêt substantiel

    significant interest means a significant interest determined in accordance with section 8; (intérêt substantiel)

    society

    société de secours

    society means a body corporate referred to in subsection 13(2) that is a fraternal benefit society; (société de secours)

    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; (résolution extraordinaire)

    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; (transaction d’éviction)

    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; (titre secondaire)

    subsidiary

    filiale

    subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; (filiale)

    substantial investment

    intérêt de groupe financier

    substantial investment means a substantial investment determined in accordance with section 10; (intérêt de groupe financier)

    Superintendent

    surintendant

    Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act; (surintendant)

    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; (actif total)

    trade

    opération

    trade, in respect of securities, means any sale or disposition of securities for valuable consideration; (opération)

    transfer

    transfert

    transfer, in respect of securities, includes a transmission by operation of law; (transfert)

    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; (action avec droit de vote)

    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. (résident d’un membre de l’OMC)

  • 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;
  • 2015, c. 3, s. 120.
 
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