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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)

DIVISION 3Incorporation, Continuance and Discontinuance (continued)

Discontinuance

Marginal note:Transferring to other Acts

  •  (1) An insurance holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister.

  • Marginal note:Conditions for approval

    (2) No approval referred to in subsection (1) may be given to an insurance holding company unless the Minister is satisfied that the application of the insurance holding company has been authorized by a special resolution.

  • 1991, c. 47, s. 726
  • 2001, c. 9, s. 465
  • 2007, c. 6, s. 312

Meaning of insurance holding company without a life company subsidiary

  •  (1) For the purpose of this section, insurance holding company without a life company subsidiary means an insurance holding company that does not, at any time within one year after it came into existence, have a subsidiary that is a life company or that does not, for a period of one year, have a subsidiary that is a life company.

  • Marginal note:Obligation to apply

    (2) An insurance holding company without a life company subsidiary must, within thirty days after becoming an insurance holding company without a life company subsidiary, apply to be continued under subsection 726(1).

  • Marginal note:Cessation of existence

    (3) Except for the sole purpose of winding up its affairs, an insurance holding company without a life company subsidiary that has no other subsidiary that fails to make an application under subsection (2) within the time provided for in that subsection ceases to exist on the expiration of that period.

  • 1991, c. 47, s. 727
  • 2001, c. 9, s. 465

Marginal note:Act ceases to apply

 On the day specified by the Minister, this Act ceases to apply to the body corporate continued under the other Act of Parliament or under the Act of the legislature of a province.

  • 1991, c. 47, s. 728
  • 2001, c. 9, s. 465

Marginal note:Withdrawing application

 Where a special resolution authorizing the application under subsection 726(1) so states, the directors of an insurance holding company may, without further approval of the shareholders, withdraw the application before it is acted on.

  • 1991, c. 47, s. 729
  • 2001, c. 9, s. 465

Corporate Name

Marginal note:Prohibited names

 An insurance holding company may not be incorporated under this Part with a name

  • (a) that is prohibited by an Act of Parliament;

  • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

  • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to any existing

    • (i) trademark or trade name, or

    • (ii) corporate name of a body corporate,

    except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

  • (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to the known name under or by which any entity carries on business or is identified; or

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

  • 1991, c. 47, s. 730
  • 2001, c. 9, s. 465
  • 2014, c. 20, s. 366(E)

Marginal note:Affiliated insurance holding company

 Despite section 730 and subject to section 732, an insurance holding company that is affiliated with another entity may, with the consent of that entity,

  • (a) be incorporated with, or change its name to, substantially the same name as that of the affiliated entity; or

  • (b) subject to any terms and conditions that may be prescribed, carry on business under or identify itself by a name, other than its corporate name, that is substantially the same as the corporate name of the affiliated entity or that is another name under which or with which the affiliated entity carries on business or otherwise identifies itself.

  • 1991, c. 47, s. 731
  • 2001, c. 9, s. 465
  • 2007, c. 6, s. 313

Marginal note:Restriction

 An insurance holding company may not be incorporated or continued with, or change its name to or carry on business or identify itself by, a name that is substantially the same as that of a company unless the name contains words that, in the opinion of the Superintendent, indicate to the public that the insurance holding company is distinct from any company that is a subsidiary of the insurance holding company.

  • 1991, c. 47, s. 732
  • 2001, c. 9, s. 465

Marginal note:French or English form of name

  •  (1) The name of an insurance holding company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the insurance holding company may use and be legally designated by any such form.

  • Marginal note:Mandatory abbreviation

    (2) Despite any other provision of this Act and subject to the regulations, every insurance holding company shall have as part of its name, the abbreviations “ihc” or “spa”.

  • Marginal note:Alternate name

    (3) An insurance holding company may identify itself outside Canada by its name in any language and the insurance holding company may use and be legally designated by any such form of its name outside Canada.

  • Marginal note:Other name

    (4) Subject to subsection (5) and section 880, an insurance holding company may carry on business under or identify itself by a name other than its corporate name.

  • Marginal note:Directions

    (5) If an insurance holding company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the insurance holding company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 730(a) to (e).

  • Marginal note:Regulations

    (6) The Governor in Council may make regulations respecting the use of the abbreviations “ihc” or “spa” in the name of insurance holding companies.

  • 1991, c. 47, s. 733
  • 2001, c. 9, s. 465

Marginal note:Reserved name

 The Superintendent may, on request, reserve for ninety days a name for a proposed insurance holding company or for an insurance holding company that intends to change its name.

  • 1991, c. 47, s. 734
  • 2001, c. 9, s. 465

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise an insurance holding company

    • (a) comes into existence or is continued with a name, or

    • (b) on an application to change its name, is granted a name

    that is prohibited by section 730 or 732, the Superintendent may, by order, direct the insurance holding company to change its name and the insurance holding company shall comply with that direction.

  • Marginal note:Revoking name

    (2) Where an insurance holding company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Part, the Superintendent may revoke the name of the insurance holding company and assign to it a name and, until changed in accordance with section 849 or 851, the name of the insurance holding company is thereafter the name so assigned.

  • 1991, c. 47, s. 735
  • 2001, c. 9, s. 465

Marginal note:Subsidiaries

 Despite subsection 47(1), a subsidiary of an insurance holding company may, with the approval in writing of the Superintendent, use the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

  • 1991, c. 47, s. 736
  • 2001, c. 9, s. 465

Definition of reserved name

  •  (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

  • Marginal note:Termination of control required in certain cases

    (2) No person, other than a financial institution, who

    • (a) is carrying on business in Canada under a reserved name, and

    • (b) has control or acquires control of an insurance holding company,

    shall control the insurance holding company one year after the date of acquisition of the control.

  • Marginal note:Prohibition

    (3) No person, other than a financial institution, who

    • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

    • (b) has control or acquires control of an insurance holding company,

    shall control the insurance holding company one year after the date of the acquisition of the control.

  • Marginal note:Continuing control prohibited

    (4) Despite subsection (3), where a financial institution controls an entity that

    • (a) is not a financial institution,

    • (b) carries on business in Canada under a reserved name, and

    • (c) acquires control of an insurance holding company,

    the entity shall not control the insurance holding company one year after the date on which the entity acquires control of the insurance holding company.

  • Marginal note:Exceptions

    (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on June 25, 1999.

  • 1991, c. 47, s. 737
  • 2001, c. 9, s. 465
 
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