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

Marginal note:Issue of letters patent

• 863 (1) Where an application has been made to the Minister in accordance with section 862, the Minister may issue letters patent of amalgamation continuing the applicants as one insurance holding company.

• Marginal note:Letters patent

  (2) Where letters patent are issued pursuant to this section, section 713 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

• Marginal note:Publication of notice

  (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

Marginal note:Court enforcement

• 864 (1) If an insurance holding company, or any director, officer, employee or agent of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

• Marginal note:Appeal

  (2) 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.

Marginal note:Effect of letters patent

• 865 (1) On the day provided for in the letters patent issued under section 863,

  • (a) the amalgamation of the applicants and their continuance as one insurance holding company become effective;

  • (b) the property of each applicant continues to be the property of the amalgamated insurance holding company;

  • (c) the amalgamated insurance holding company continues to be liable for the obligations of each applicant;

  • (d) any existing cause of action, claim or liability to prosecution is unaffected;

  • (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated insurance holding company;

  • (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated insurance holding company;

  • (g) if any director or officer of an applicant continues as a director or officer of the amalgamated insurance holding company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated insurance holding company; and

  • (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated insurance holding company.

• Marginal note:Minutes

  (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated insurance holding company.

Marginal note:Transitional

• 866 (1) Despite any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to an insurance holding company in respect of which letters patent were issued under subsection 863(1) permission to

  • (a) engage in a business activity specified in the order that the insurance holding company would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

  • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

  • (c) hold assets that the insurance holding company would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

  • (d) acquire and hold assets that the insurance holding company would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and

  • (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

• Marginal note:Duration of exceptions

  (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

  • (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

  • (b) with respect to any matter described in paragraph (1)(b), ten years; and

  • (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.

• Marginal note:Renewal

  (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary.

• Marginal note:Limitation

  (4) The Minister shall not grant to an insurance holding company any permission

  • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the insurance holding company that the insurance holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

  • (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation.

Transfer of Business

Marginal note:Shareholder approval

• 867 (1) A sale, lease or exchange of all or substantially all the property of an insurance holding company requires the approval of the shareholders in accordance with subsections (2) to (7).

• Marginal note:Notice of meeting

  (2) A notice of a meeting of shareholders complying with sections 767 and 769 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

• Marginal note:Shareholder approval

  (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions.

• Marginal note:Right to vote

  (4) Each share of the insurance holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (5) The holders of shares of a class or series of shares of the insurance holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

• Marginal note:Special resolution

  (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution.

• Marginal note:Abandoning transaction

  (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of an insurance holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.

SUBDIVISION 5Head Office and Corporate Records

Marginal note:Head office

• 868 (1) An insurance holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of an insurance holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Notice of change of address

  (3) An insurance holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

Marginal note:Insurance holding company records

• 869 (1) An insurance holding company shall prepare and maintain records containing

  • (a) its incorporating instrument and by-laws and all amendments to them;

  • (b) minutes of meetings and resolutions of shareholders;

  • (c) the information referred to in paragraphs 994(1)(a) and (c) to (g) contained in all returns provided to the Superintendent under section 994; and

  • (d) particulars of exceptions granted under section 725 or 866 that are from time to time applicable to the insurance holding company.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), an insurance holding company shall prepare and maintain adequate

  • (a) corporate accounting records; and

  • (b) records containing minutes of meetings and resolutions of the directors and any committee thereof.

• Marginal note:Continued insurance holding companies

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so continued; and

  • (b) in the case of a body corporate amalgamated and continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

Marginal note:Place of records

• 870 (1) The records described in section 869 shall be kept at the head office of the insurance holding company or at such other place in Canada as the directors think fit.

• Marginal note:Exception

  (1.1) Subject to subsection 876(1.1), subsection (1) does not apply to an insurance holding company that is a subsidiary of a regulated foreign entity.

• Marginal note:Notice of place of records

  (2) Where any of the records described in section 869 are not kept at the head office of an insurance holding company, the insurance holding company shall notify the Superintendent of the place where the records are kept.

• Marginal note:Inspection

  (3) The records described in section 869 shall at all reasonable times be open to inspection by the directors.

• Marginal note:Access to insurance holding company records

  (4) Shareholders and creditors of an insurance holding company and their personal representatives may examine the records referred to in subsection 869(1) during the usual business hours of the insurance holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the insurance holding company is a distributing insurance holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the insurance holding company and take extracts from them or have copies of them made.

• Marginal note:Copies of by-laws for shareholders

  (5) Every shareholder of an insurance holding company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the insurance holding company.

• Marginal note:Electronic access

  (6) An insurance holding company may make the information contained in records referred to in subsection 869(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

Marginal note:Shareholder lists

• 871 (1) A person who is entitled to a basic list of shareholders of an insurance holding company (in this section referred to as the “applicant”) may request the insurance holding company to furnish the applicant with a basic list within ten days after receipt by the insurance holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the insurance holding company shall comply with the request.

• Marginal note:Affidavit and contents

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant,

  • (b) the name and address for service of the entity, if the applicant is an entity, and

  • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 873,

  and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

• Marginal note:Entitlement to list

  (3) A shareholder or creditor of an insurance holding company or their personal representative — or if the insurance holding company is a distributing insurance holding company, any person — is entitled to a basic list of shareholders of the insurance holding company.

• Marginal note:Basic list of shareholders

  (4) A basic list of shareholders of an insurance holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

  • (a) the names of the shareholders of the insurance holding company;

  • (b) the number of shares owned by each shareholder; and

  • (c) the address of each shareholder as shown in the records of the insurance holding company.

• Marginal note:Supplemental lists

  (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

• Marginal note:When supplemental lists to be furnished

  (6) An insurance holding company or its agent shall provide a supplemental list of shareholders required under subsection (5)

  • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

  • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.