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

Act current to 2014-04-02 and last amended on 2013-12-12. Previous Versions

Record Dates

Marginal note:Authority to fix record date
  •  (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to

    • (a) receive payment of a dividend;

    • (b) participate in a liquidation distribution;

    • (c) receive notice of a meeting of shareholders; or

    • (d) vote at a meeting of shareholders.

  • Marginal note:Determination of record date

    (2) If no record date is fixed,

    • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is

      • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

      • (ii) if no notice is given, the day on which the meeting is held; and

    • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

  • Marginal note:Notice of record date

    (3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

    • (a) advertisement in a newspaper in general circulation in the place where the insurance holding company’s head office is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of its shares may be recorded; and

    • (b) written notice to each stock exchange in Canada on which the insurance holding company’s shares are listed for trading.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 313.

Notices of Meetings

Marginal note:Notice of meeting
  •  (1) Notice of the time and place of a meeting of shareholders of an insurance holding company shall be sent within the prescribed period to

    • (a) each shareholder entitled to vote at the meeting;

    • (b) each director;

    • (c) the auditor of the insurance holding company; and

    • (d) the Superintendent.

  • Marginal note:Exception

    (1.1) In the case of an insurance holding company that is not a distributing insurance holding company, notice may be sent within any shorter period specified in its by-laws.

  • Marginal note:Number of eligible votes

    (2) An insurance holding company in respect of which subsection 927(4) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 793(1), that may be cast at the meeting as of the record date for determining the shareholders entitled to receive the notice of meeting, or, if there are to be separate votes of shareholders 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:Waiver of notice

    (3) An insurance holding company is not required under subsection (1) to send to a person notice of a meeting if the person waives notice of the meeting. That waiver may be in any manner.

  • Marginal note:Attendance constitutes waiver

    (4) A person who attends a meeting of shareholders is deemed to have waived notice of the meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

  • Marginal note:Publication in newspaper

    (5) In addition to the notice required under subsection (1), where any class of shares of an insurance holding company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of the meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the insurance holding company is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of the insurance holding company’s shares may be recorded.

  • Marginal note:Notice not required

    (6) Notice of a meeting of shareholders is not required to be sent to shareholders who are not registered on the records of the insurance holding company or the insurance holding company’s transfer agent on the record date fixed under paragraph 766(1)(c) or determined under paragraph 766(2)(a).

  • Marginal note:Effect of default

    (7) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 314.