Marginal note:Holding body corporate

4. A body corporate is the holding body corporate of any entity that is its subsidiary.

Marginal note:Subsidiary

5. An entity is a subsidiary of another entity if it is controlled by the other entity.

• Marginal note:Affiliated entities

  (2) Despite subsection (1), for the purposes of Divisions VIII and X of Part VI and Subdivisions 8 and 10 of Division 6 of Part XVII, one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person.

Marginal note:Significant interest

• 8. (1) A person has a significant interest in a class of shares of a company or an insurance holding company if the aggregate of

  • (a) any shares of that class beneficially owned by the person, and

  • (b) any shares of that class beneficially owned by entities controlled by the person

  exceeds 10 per cent of all of the outstanding shares of that class of shares of the company or insurance holding company, as the case may be.

• Marginal note:Increasing significant interest

  (2) A person who has a significant interest in a class of shares of a company or insurance holding company increases that significant interest in the class of shares if the person or any entity controlled by the person

  • (a) acquires beneficial ownership of additional shares of that class, or

  • (b) acquires control of any entity that beneficially owns shares of that class,

  in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

Marginal note:Acting in concert

• 9. (1) For the purposes of Part VII and Division 7 of Part XVII, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of

  • (a) shares of a company or of an insurance holding company that they beneficially own,

  • (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a company or of an insurance holding company, or

  • (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a company or insurance holding company,

  those persons are deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the company or insurance holding company or shares or ownership interests of the entity that are beneficially owned by them.

• Marginal note:Acting in concert

  (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a company or insurance holding company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),

  • (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the company or insurance holding company, as the case may be, or

  • (b) under which no proposal put before the board of directors of the company or insurance holding company, as the case may be, may be approved except with the consent of any of them or their nominees,

  is deemed to be an agreement, commitment or understanding referred to in subsection (1).

• Marginal note:Exemption

  (2) On application by a company or insurance holding company, the Superintendent may determine that a security of the company or insurance holding company is not or was not part of a distribution to the public if the Superintendent is satisfied that the determination would not prejudice any security holder of the company or insurance holding company.

• Marginal note:Securities deemed part of distribution

  (3) For the purposes of this Act, securities of a company or insurance holding company issued on the conversion of other securities or issued in exchange for other securities are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.

• Marginal note:Application of certain provisions

  (2) This Part and Parts II to IV, sections 224, 225, 245 to 258 and 489 and Parts X, XII, XV, XVI, XVIII and XIX apply to every body corporate

Marginal note:Sunset provision

• 21. (1) Subject to subsection (2), companies and societies shall not carry on business after the day that is five years after this section comes into force, except that if Parliament dissolves on that day or at any time within the three-month period before that day, companies and societies may continue to carry on business until the day that is one hundred and eighty days after the first day of the first session of the next Parliament.

• Marginal note:Extension

  (2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business. No more than one order may be made under this subsection.

Marginal note:National treatment

• 24. (1) If a proposed company would be a subsidiary of a foreign institution that is engaged in the insurance business, letters patent to incorporate the company may not be issued unless the Minister is satisfied that, if the application is made by a non-WTO Member foreign institution, treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

Marginal note:Matters for consideration

27. Before issuing letters patent to incorporate a company or society, the Minister shall take into account all matters that the Minister considers relevant to the application, including

• (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company or society;

• (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company or society;

• (c) the business record and experience of the applicant or applicants;

• (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

• (e) whether the company or society will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

• (f) the impact of any integration of the operations and businesses of the applicant or applicants with those of the company or society on the conduct of those operations and businesses; and

• (g) the best interests of the financial system in Canada.

Marginal note:Letters patent of incorporation on application of converted companies

• 28.1 (1) If the Minister, under section 22, issues letters patent incorporating a company on the application of a converted company in respect of which subsection 407(4) or (11) applies or applied at any time, the Minister may include in the letters patent of incorporation of the company a provision deeming shares of the company to be issued, on a share for share basis, to all shareholders of the converted company in exchange for all the issued and outstanding shares of the converted company.

• Marginal note:Effect of provision

  (2) Shares of a company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the converted company for which they are exchanged and the shares of the converted company, on the issuance of the letters patent, become the property of the company free and clear of any charge, encumbrance or other restriction.

• Marginal note:Effect of provision

  (3) An exchange of shares of a converted company referred to in subsection (1) under a provision included in the letters patent incorporating a company does not deprive a person who was a holder of shares of the converted company immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act.

• Marginal note:Transfer and voting of company shares

  (4) Despite subsection (3), no share of a company that is deemed to be issued under a provision included in the letters patent incorporating a company may subsequently be transferred or voted contrary to this Act.

• Marginal note:Shareholder and policyholder approval

  (5) No provision described in subsection (1) may be included in letters patent issued under section 22 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders and policyholders of the converted company who are entitled to vote at a meeting of shareholders and policyholders called to consider the application.

• Marginal note:Exchange of share certificates

  (6) If, under a provision included in the letters patent incorporating a company, a share exchange is deemed to have taken place, the company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the company and for the exchange of those certificates for share certificates representing the shares of the converted company that were outstanding on the day the letters patent were issued.

Marginal note:Proposal involving fundamental change

• 28.2 (1) On application, made in accordance with the regulations, by a converted company in respect of which subsection 407(4) or (11) applies or applied at any time to give effect to a proposal to incorporate a company as the holding body corporate of the converted company, to continue a body corporate as a company that is the holding body corporate of the converted company or to amalgamate two or more bodies corporate and continue those bodies corporate as a company that is the holding body corporate of the converted company — and to make any other fundamental change to the converted company, including an exchange of any or all of the shares of the converted company for shares of the company —, the Minister may, to give effect to the proposal,

  • (a) include in the letters patent of the company issued under section 22, 34 or 251 any provision the Minister considers necessary; or

  • (b) despite any provision of the Act specified in regulations made under paragraph (2)(e), give any approval that the Minister considers necessary.

• Marginal note:Regulations

  (2) The Governor in Council may make regulations

  • (a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the Superintendent to require additional information in respect of such applications;

  • (b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur;

  • (c) respecting the procedures to be followed by a converted company that makes an application under subsection (1);

  • (d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and policyholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and

  • (e) specifying provisions of the Act for the purpose of paragraph (1)(b).

Marginal note:Federal corporations

• 32. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.

Marginal note:Transferring to other federal Acts

• 39. (1) A company or society may

  • (a) apply, with the approval in writing of the Minister, for a certificate of continuance under section 187 of the Canada Business Corporations Act; or

  • (b) apply for letters patent continuing the company or society as a bank under subsection 35(1) of the Bank Act or amalgamating and continuing the company or society as a bank under subsections 223(1) and 229(1) of that Act.

• Marginal note:Transferring to other federal Acts — societies

  (1.1) A society may also, with the approval in writing of the Minister,

  • (a) apply, under section 156 of the Canada Corporations Act, for letters patent creating it as a corporation under Part II of that Act; or

  • (b) apply, under section 285 of the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, under that Act.

• Marginal note:Conditions for approval

  (2) No approval referred to in paragraph (1)(a) may be given to a company or society and no approval referred to in subsection (1.1) may be given to a society unless the Minister is satisfied that

  • (a) the application has been authorized by a special resolution;

  • (b) the company or society has discharged, or provided for the discharge of, all its policy liabilities; and

  • (c) unless the company or society is an entity referred to in paragraph 47(2)(b) or (c), the company or society will not use the word “assurance”, “assurances” or “insurance” in its name after a certificate or letters patent referred to in subsection (1) or (1.1) are issued in respect of the company or society.

• Marginal note:Withdrawing application

  (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.

• Marginal note:Day this Act ceases to apply

  (4) On the day specified in the certificate or letters patent, this Act ceases to apply to the body corporate to which the certificate or letters patent relate.

• (e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company.