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

Act current to 2016-06-21 and last amended on 2015-06-23. Previous Versions

Marginal note:Deemed approval

 Where the Minister does not send a notice under subsection 423(1) or (3) or 425(1) within the period provided for in those subsections, the Minister is deemed to have approved the share transaction to which the application relates.

 [Repealed, 1994, c. 47, s. 124]

Marginal note:Mutual company constraints

 Subject to such regulations as the Governor in Council may make for the purpose, a mutual company may by by-law impose, change or remove restrictions on the issue, transfer or ownership of shares of any class issued under section 63, in order to prevent a person from having a significant interest in that class.

  • 1991, c. 47, s. 427;
  • 1994, c. 47, s. 124;
  • 1996, c. 6, s. 77.1.
Marginal note:Constraining registration — Crown and foreign governments
  •  (1) No company shall record in its securities register a transfer or issue of any share of the company to

    • (a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or

    • (b) the government of a foreign country or any political subdivision thereof, or any agent or agency thereof.

  • Marginal note:Exception

    (2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

  • Marginal note:Exception

    (3) Despite subsection (1), a company may, with the Minister’s approval, record in its securities register the issue of any share of the company to an eligible agent.

  • Marginal note:Application made jointly

    (4) The application for the approval referred to in subsection (3) must be made jointly by the company and the eligible agent.

  • Marginal note:Matters for consideration

    (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 420(1)(a) to (h).

  • Marginal note:Consequence of revocation of approval

    (6) If an approval referred to in subsection (3) is revoked, the company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent.

  • Marginal note:Disposition of shareholdings

    (7) If a company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order.

  • Marginal note:Representations

    (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • Marginal note:Appeal

    (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 1020.

  • 1991, c. 47, s. 428;
  • 2012, c. 5, s. 127, c. 19, s. 341, c. 31, s. 138.

 [Repealed, 1994, c. 47, s. 125]

  •  (1) [Repealed, 1994, c. 47, s. 126]

  • Marginal note:Suspension of voting rights held by governments

    (2) Notwithstanding section 152, where any voting shares of a company are beneficially owned by

    • (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights, or

    • (b) the government of a foreign country or any political subdivision thereof, or any agency thereof,

    no person shall, in person or by proxy, exercise the voting rights attached to those shares.

  • Marginal note:Exception

    (2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (2) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

  • Marginal note:Transitional

    (3) Subsection (2) does not apply in respect of a government or agency referred to in that subsection that, on September 27, 1990, beneficially owned shares of a former-Act company where the exercise of the voting rights attached to those shares was not prohibited under subsection 36(2) of the Canadian and British Insurance Companies Act, as that subsection read immediately prior to June 1, 1992.

  • Marginal note:Transitional

    (4) Subsection (3) ceases to apply where a government or agency referred to in that subsection acquires beneficial ownership of any additional voting shares of the former-Act company in such number that the percentage of the voting rights attached to all of the voting shares of the former-Act company beneficially owned by the government or agency is greater than the percentage of the voting rights attached to all of the voting shares of the former-Act company that were beneficially owned by the government or agency on September 27, 1990.

  • Marginal note:Exception — eligible agent

    (5) Subsection (2) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 428(3).

  • Marginal note:Consequence of suspension of approval

    (6) If an approval referred to in subsection 428(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the company that is beneficially owned by the eligible agent.

  • 1991, c. 47, s. 430;
  • 1994, c. 47, s. 126;
  • 2012, c. 5, s. 128, c. 19, s. 342, c. 31, s. 139.

 [Repealed, 1994, c. 47, s. 127]

DIVISION IIIDirections

Marginal note:Disposition of shareholdings
  •  (1) If, with respect to any company, a person contravenes subsection 407(1), (4), (9), (11) or (15) or section 407.03, 407.1 or 407.2 or fails to comply with an undertaking referred to in subsection 416(2) or with any term or condition imposed under section 421, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

  • Marginal note:Representations

    (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • Marginal note:Appeal

    (3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020.

  • (4) [Repealed, 2001, c. 9, s. 415]

  • 1991, c. 47, s. 432;
  • 1996, c. 6, s. 78;
  • 2001, c. 9, s. 415;
  • 2012, c. 19, s. 343(E).
Marginal note:Application to court
  •  (1) If a person fails to comply with a direction made under subsection 428(7) or 432(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

  • Marginal note:Court order

    (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the company concerned to sell the shares that are the subject-matter of the direction.

  • Marginal note:Appeal

    (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

  • 1991, c. 47, s. 433;
  • 2012, c. 31, s. 140.
 
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