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

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART XVIIInsurance Holding Companies (continued)

Purpose (continued)

 [Repealed, 2001, c. 9, s. 465]

DIVISION 1Interpretation

Marginal note:Definitions

  •  (1) The following definitions apply in this Part.

    affairs

    affairs, with respect to an insurance holding company, means the relationships among the insurance holding company and its affiliates and the shareholders, directors and officers of the insurance holding company and its affiliates, but does not include the business of the insurance holding company or any of its affiliates. (affaires internes)

    complainant

    complainant, in relation to an insurance holding company or any matter concerning an insurance holding company, means

    • (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of the insurance holding company or any of its affiliates;

    • (b) a director or an officer, or a former director or officer, of the insurance holding company or any of its affiliates; or

    • (c) any other person who, in the discretion of a court, is a proper person to make an application under section 912, 916 or 1031. (plaignant)

    subordinated indebtedness

    subordinated indebtedness means an instrument evidencing an indebtedness of an insurance holding company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the insurance holding company, be subordinate in right of payment to all liabilities of the insurance holding company except those liabilities that, by their terms, rank equally with or are subordinate to such indebtedness. (titre secondaire)

  • Marginal note:Provisions in other Parts

    (2) A reference in a provision in this Part to a provision in any other Part is deemed to be a reference to that provision as it has been made applicable by this Part in respect of insurance holding companies.

  • Marginal note:References in other Parts

    (3) A reference in a provision of another Part to a provision that has been made applicable in respect of insurance holding companies by this Part is to be read as including a reference to that provision as it has been made applicable in respect of insurance holding companies.

  • 1991, c. 47, s. 700
  • 2001, c. 9, s. 465

DIVISION 2Status and Powers

Marginal note:Corporate powers

  •  (1) An insurance holding company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

  • Marginal note:Powers restricted

    (2) An insurance holding company shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

  • Marginal note:Business in Canada

    (3) An insurance holding company may carry on business throughout Canada.

  • Marginal note:Powers outside Canada

    (4) Subject to this Act, an insurance holding company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

  • 1991, c. 47, s. 701
  • 2001, c. 9, s. 465

Marginal note:No invalidity

 No act of an insurance holding company, including any transfer of property to or by an insurance holding company, is invalid by reason only that the act or transfer is contrary to the insurance holding company’s incorporating instrument or this Act.

  • 1991, c. 47, s. 702
  • 1996, c. 6, s. 102
  • 2001, c. 9, s. 465

Marginal note:By-law not necessary

 It is not necessary for an insurance holding company to pass a by-law in order to confer any particular power on the insurance holding company or its directors.

  • 1991, c. 47, s. 703
  • 1996, c. 6, s. 103
  • 1997, c. 15, s. 330
  • 1999, c. 31, s. 145(F)
  • 2001, c. 9, s. 465

Marginal note:No personal liability

 The shareholders of an insurance holding company are not, as shareholders, liable for any liability, act or default of the insurance holding company except as otherwise provided by this Act.

  • 1991, c. 47, s. 704
  • 2001, c. 9, s. 465

Marginal note:No constructive notice

 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning an insurance holding company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the insurance holding company.

  • 1991, c. 47, s. 705
  • 2001, c. 9, s. 465

Marginal note:Authority of directors, officers and representatives

  •  (1) No insurance holding company and no guarantor of an obligation of an insurance holding company may assert against a person dealing with the insurance holding company or against a person who has acquired rights from the insurance holding company that

    • (a) the insurance holding company’s incorporating instrument or any by-laws of the insurance holding company have not been complied with;

    • (b) the persons named as directors of the insurance holding company in the most recent return sent to the Superintendent under section 994 are not the directors of the insurance holding company;

    • (c) the place named in the incorporating instrument or by-laws of the insurance holding company is not the place where the head office of the insurance holding company is situated;

    • (d) a person held out by the insurance holding company as a director, officer or representative of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, officer or representative; or

    • (e) a document issued by any director, officer or representative of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine.

  • Marginal note:Exception — knowledge

    (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the insurance holding company.

  • 1991, c. 47, s. 706
  • 1997, c. 15, s. 331
  • 2000, c. 12, s. 157
  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 304

Marginal note:Sunset provision

  •  (1) Subject to subsections (2) and (4), insurance holding companies shall not carry on business after the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent.

  • Marginal note:Extension

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

  • Marginal note:Order not a regulation

    (3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

  • Marginal note:Exception — dissolution

    (4) If Parliament dissolves on the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent or on any day within the six-month period before that anniversary or on any day within an extension ordered under subsection (2), insurance holding companies may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament.

  • 1991, c. 47, s. 707
  • 1997, c. 15, s. 332
  • 2001, c. 9, s. 465
  • 2006, c. 4, s. 201.1
  • 2007, c. 6, s. 310
  • 2012, c. 5, s. 154
  • 2016, c. 7, s. 121
  • 2018, c. 12, s. 358

DIVISION 3Incorporation, Continuance and Discontinuance

Formalities of Incorporation

Marginal note:Incorporation of insurance holding company

 On the application of one or more persons made in accordance with this Part, the Minister may, subject to this Division, issue letters patent incorporating an insurance holding company.

  • 1991, c. 47, s. 708
  • 2001, c. 9, s. 465

Marginal note:Restrictions on incorporation

 Letters patent incorporating an insurance holding company may not be issued if the application therefor is made by or on behalf of

  • (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;

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

  • (c) an agency of the government of a foreign country or any political subdivision thereof; or

  • (d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.

  • 1991, c. 47, s. 709
  • 2001, c. 9, s. 465
 
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