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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 5Capital Structure (continued)

Share Capital (continued)

Marginal note:Addition to stated capital account

 On a conversion of any debt obligation of an insurance holding company into shares of a class or series of shares, the insurance holding company shall

  • (a) deduct from the liabilities of the insurance holding company the nominal value of the debt obligation being converted; and

  • (b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted.

  • 1991, c. 47, s. 760
  • 2001, c. 9, s. 465

Marginal note:Declaration of dividend

  •  (1) The directors of an insurance holding company may declare and an insurance holding company may pay a dividend by issuing fully paid shares of the insurance holding company or options or rights to acquire fully paid shares of the insurance holding company and, subject to subsection (4), the directors of an insurance holding company may declare and an insurance holding company may pay a dividend in money or property, and, where 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 an insurance holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.

  • Marginal note:Share dividend

    (3) If shares of an insurance holding company are issued in payment of a dividend, the insurance holding company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money.

  • Marginal note:When dividend not to be declared

    (4) The directors of an insurance holding company shall not declare and an insurance holding company shall not pay a dividend if there are reasonable grounds for believing that the insurance holding company is, or the payment would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).

  • 1991, c. 47, s. 761
  • 2001, c. 9, s. 465
  • 2007, c. 6, s. 318

Subordinated Indebtedness

Marginal note:Restriction on subordinated indebtedness

  •  (1) An insurance holding company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property.

  • Marginal note:References to subordinated indebtedness

    (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by an insurance holding company refer to the subordinated indebtedness otherwise than as subordinated indebtedness.

  • Marginal note:Other currencies

    (3) When issuing subordinated indebtedness, an insurance holding company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.

  • 1991, c. 47, s. 762
  • 2001, c. 9, s. 465

Security Certificates and Transfers

Marginal note:Sections 85 to 139 apply

 Sections 85 to 139 apply in respect of insurance holding companies, subject to the following:

  • (a) references to “company” in those sections are to be read as references to “insurance holding company”;

  • (b) references to “this Act” in those sections are to be read as references to “this Part”;

  • (c) references to “Part VII” in those sections are to be read as references to “Division 7 of Part XVII”;

  • (d) references to “this Part” in those sections are to be read as references to “this Division”;

  • (e) paragraph 92(1)(a) is to be read without reference to the words “other than section 427”;

  • (f) the reference to “sections 142 to 145 and section 149” in subsection 97(1) is to be read as a reference to “sections 766 to 769 and 772”; and

  • (g) the reference to “section 75 or 81” in subsection 101(3) is to be read as a reference to “section 754 or 759”.

  • 1991, c. 47, s. 763
  • 2001, c. 9, s. 465

DIVISION 6Corporate Governance

SUBDIVISION 1Shareholders

Place of Meetings

Marginal note:Place of meetings

  •  (1) Meetings of shareholders of an insurance holding company shall be held at the place within Canada provided for in the by-laws of the insurance holding company or, in the absence of any such provision, at the place within Canada that the directors determine.

  • Marginal note:Participation by electronic means

    (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the insurance holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 311
Calling Meetings

Marginal note:Calling meetings

  •  (1) The directors of an insurance holding company

    • (a) shall, after the meeting called under subsection 740(1), call the first annual meeting of shareholders of the insurance holding company, which meeting must be held not later than six months after the end of the first financial year of the insurance holding company;

    • (b) shall subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and

    • (c) may at any time call a special meeting of shareholders.

  • Marginal note:Order to delay calling annual meeting

    (2) Despite subsection (1), the insurance holding company may apply to the court for an order extending the time for calling an annual meeting.

  • Marginal note:Obligation to notify Superintendent

    (3) The insurance holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

  • Marginal note:Superintendent’s right to appear

    (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 312
Record Dates

Marginal note:Authority to fix record date

  •  (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to

    • (a) receive payment of a dividend;

    • (b) participate in a liquidation distribution;

    • (c) receive notice of a meeting of shareholders; or

    • (d) vote at a meeting of shareholders.

  • Marginal note:Determination of record date

    (2) If no record date is fixed,

    • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is

      • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

      • (ii) if no notice is given, the day on which the meeting is held; and

    • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

  • Marginal note:Notice of record date

    (3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

    • (a) advertisement in a newspaper in general circulation in the place where the insurance holding company’s head office is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of its shares may be recorded; and

    • (b) written notice to each stock exchange in Canada on which the insurance holding company’s shares are listed for trading.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 313
 
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