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

Act current to 2015-11-16 and last amended on 2015-06-23. Previous Versions

Marginal note:Remaining property on dissolution

 The remaining property of a company that a participating shareholder of the company is entitled to receive on the dissolution of the company shall not exceed the sum of all amounts each of which is the amount in respect of a class or series of participating shares of the company determined by the formula

A × B/C


is the balance in the participating shareholder account for the shares of that class or series immediately before the dissolution;
is the number of shares of that class or series held by the participating shareholder immediately before the dissolution; and
is the number of shares of that class or series immediately before the dissolution.
  • 1997, c. 15, s. 185.

Subordinated Indebtedness

Marginal note:Restriction on subordinated indebtedness
  •  (1) A company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property.

  • Marginal note:References to subordinated indebtedness

    (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a company refer to the subordinated indebtedness otherwise than as subordinated indebtedness.

  • Marginal note:Other currencies

    (3) When issuing subordinated indebtedness, a company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.

Security Certificates and Transfers

Marginal note:Definitions

 In this section and sections 86 to 139,

“adverse claim”

« opposition »

“adverse claim” includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security;

bona fide purchaser”

« acheteur de bonne foi »

bona fide purchaser” means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank;

“clearing agency”

« agence de compensation et de dépôt »

“clearing agency” means a person designated as a recognized clearing agency by the Superintendent;


« livraison » ou « remise »

“delivery” means voluntary transfer of possession;


« fongibles »

“fungible”, in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit;


« authentique »

“genuine” means free of forgery or counterfeit;

“good faith”

« bonne foi »

“good faith” means honesty in fact in the conduct of the transaction concerned;


« émission excédentaire »

“over-issue” means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue;


« acquéreur »

“purchaser” means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction;

“securities broker”

« courtier »

“securities broker” means a person who is engaged for all or part of the person’s time in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to, a customer;

“security” or “security certificate”

« valeur mobilière » ou « certificat de valeur mobilière »

“security” or “security certificate” means an instrument issued by a company that is

  • (a) in bearer, order or registered form,

  • (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

  • (c) one of a class or series or by its terms divisible into a class or series of instruments, and

  • (d) evidence of a share, participation or other interest in or obligation of a company,

but does not include a policy;

“trust indenture”

« acte de fiducie »

“trust indenture” has the meaning given that expression by section 317;


« non autorisé »

“unauthorized”, in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery;

“uncertificated security”

« valeur mobilière sans certificat »

“uncertificated security” means a security, not evidenced by a security certificate, the issue and any transfer of which is registered and recorded in records maintained for that purpose by or on behalf of a company;


« valide »

“valid” means issued in accordance with the applicable law or validated under section 101.