An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)
Full Document:
Assented to 2007-03-29
Marginal note:2001, c. 9, s. 360
192. Section 43 of the Act is replaced by the following:
Marginal note:Affiliated company or society
43. Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
193. Subsection 52(6) of the Act is replaced by the following:
Marginal note:Marine insurance
(6) A company that is not a marine company may insure risks in the class of marine insurance without an order under subsection (1).
194. Section 54 of the Act is replaced by the following:
Marginal note:No payments before order
54. Until an order approving the commencement and carrying on of business is made in respect of a company or society, the company or society shall not make any payment on account of incorporation or organization expenses out of moneys received from the paid-in capital of the company or society and interest on those moneys, except reasonable sums
(a) for the remuneration of not more than two officers;
(b) for the payment of costs related to the issue of shares; and
(c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.
Marginal note:2005, c. 54, s. 220(2)
195. Subsection 66(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
196. Subsection 75(2) of the Act is replaced by the following:
Marginal note:Restrictions on purchase and redemption
(2) A company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
197. The Act is amended by adding the following after section 76:
Marginal note:Exception — conditions before acquisition
76.01 (1) A company may permit any of its subsidiaries to acquire shares of the company through the issuance of those shares by the company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If a company permits any of its subsidiaries to acquire shares of the company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 16 and subsection 70(2), the company must comply with the prescribed requirements.
198. (1) Subsection 79(2) of the Act is replaced by the following:
Marginal note:Limitation
(2) A company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the company is, or the reduction would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
(2) Section 79 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 331(4); and
(b) there is to be no return of capital to shareholders or policyholders as a result of the reduction.
199. (1) Subsections 83(1) and (2) of the Act are replaced by the following:
Marginal note:Declaration of dividend
83. (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and, if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 369
(2) Subsections 83(4) and (5) of the Act are replaced by the following:
Marginal note:When dividend not to be declared
(4) The directors of a company shall not declare and a company shall not pay a dividend if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3).
200. Clause 143(1)(c)(ii)(B) of the French version of the Act is replaced by the following:
(B) soit le lieu du siège de la société pour un lieu dans une autre province,
Marginal note:2001, c. 9, s. 376
201. Subsection 167(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians.
202. Paragraph 229(2)(c) of the Act is replaced by the following:
(c) there are no reasonable grounds for believing that the conversion would cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3);
203. Paragraph 233(a) of the Act is replaced by the following:
(a) the purchase or other acquisition of shares would not cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3); and
Marginal note:2001, c. 9, s. 388(2)
204. Subsection 238(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders and policyholders under subsection (2) and, in the case of a by-law respecting a change to the name of the company, approved by the Superintendent.
Marginal note:Letters patent
(4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.
Marginal note:1997, c. 15, s. 220(E)
205. Section 247 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
247. (1) An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 248(5) by the shareholders, policyholders or members of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:Report of independent actuary
(2) An amalgamation agreement submitted to the Superintendent for approval must be accompanied by the report of an independent actuary on the agreement.
206. Paragraph 253(1)(f) of the Act is replaced by the following:
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:1997, c. 15, s. 226(2)(E)
207. (1) Paragraphs 254(1)(a) to (c) of the Act are replaced by the following:
(a) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies; or
(b) sell all or substantially all of its assets.
Marginal note:1997, c. 15, ss. 226(3), (4)(F), (5) and (6); 2001, c. 9, s. 393(2)
(2) Subsections 254(2) to (3) of the Act are replaced by the following:
Marginal note:Approval of the Minister
(2) A company or society may, with the approval of the Minister,
(a) cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, by one or more of the following entities:
(i) a company or society,
(ii) a foreign company that, in Canada, reinsures those risks,
(iii) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate, or
(iv) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society; or
(b) sell all or substantially all of its assets.
Marginal note:Approval of the Superintendent
(2.01) A company or society may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against less than substantially all of the risks undertaken under its policies, by one or more of the following entities:
(a) a company or society;
(b) a foreign company that, in Canada, reinsures those risks;
(c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate; or
(d) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society.
Marginal note:Prescribed transactions
(2.1) The approval of the Minister or Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.
Marginal note:Procedure
(3) The company or society must, at least 30 days before it applies for the Minister’s or Superintendent’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated stating the day on or after which it will apply.
Marginal note:1997, c. 15, s. 226(7)
(3) Subsection 254(5) of the Act is replaced by the following:
Marginal note:Report of independent actuary
(4.1) An application for approval under paragraph (2)(a) must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.
Marginal note:Inspection
(5) If a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister or Superintendent is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least 30 days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.
Marginal note:1997, c. 15, s. 226(7)
(4) Subsection 254(6) of the English version of the Act is replaced by the following:
Marginal note:Superintendent may shorten periods
(6) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister or the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (3) and (5).
- Date modified: