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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 7Ownership (continued)

Marginal note:Disposition of shareholdings

  •  (1) If, with respect to any insurance holding company, a person contravenes subsection 927(1), (4) or (6) or section 930, 931, 932 or 933 or fails to comply with an undertaking referred to in subsection 943(2) or with any term or condition imposed under section 948, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of such number of shares of the insurance holding company beneficially owned by any of those persons as the Minister specifies in the order, within such time as the Minister specifies therein and in such proportion, if any, as between the person and the persons controlled by that person as is specified in the order.

  • Marginal note:Representations

    (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the insurance holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • Marginal note:Appeal

    (3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020.

  • 2001, c. 9, s. 465

Marginal note:Application to court

  •  (1) If a person fails to comply with a direction made under subsection 954(7) or 956(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

  • Marginal note:Court order

    (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the insurance holding company concerned to sell the shares that are the subject-matter of the direction.

  • Marginal note:Appeal

    (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

  • 2001, c. 9, s. 465
  • 2012, c. 31, s. 151

Marginal note:Interest of securities underwriter

 This Division does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.

  • 2001, c. 9, s. 465

Marginal note:Arrangements to effect compliance

  •  (1) The directors of an insurance holding company may make such arrangements as they deem necessary to carry out the intent of this Division and, in particular, but without limiting the generality of the foregoing, may

    • (a) require any person in whose name a share of the insurance holding company is held to submit a declaration setting out

      • (i) the beneficial ownership of the share, and

      • (ii) such other information as the directors deem relevant for the purposes of this Division;

    • (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and

    • (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.

  • Marginal note:Order of Superintendent

    (2) The Superintendent may, by order, direct an insurance holding company to obtain from any person in whose name a share of the insurance holding company is held a declaration setting out the name of every entity controlled by that person and containing information concerning

    • (a) the ownership or beneficial ownership of the share; and

    • (b) such other related matters as are specified by the Superintendent.

  • Marginal note:Compliance required

    (3) As soon as possible after receipt by an insurance holding company of a direction under subsection (2),

    • (a) the insurance holding company shall comply with the direction; and

    • (b) every person who is requested by the insurance holding company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.

  • Marginal note:Outstanding declaration: effect

    (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, an insurance holding company may refuse to issue the share or register the transfer unless the required declaration is submitted.

  • 2001, c. 9, s. 465

Marginal note:Reliance on information

 An insurance holding company and any person who is a director or an officer, employee or agent of the insurance holding company may rely on any information contained in a declaration required by the directors pursuant to section 959 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the insurance holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information.

  • 2001, c. 9, s. 465

Marginal note:Exemption regulations

 The Governor in Council may, by regulation, exempt from any of the provisions of this Division any transaction or any class of transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner’s family, or to one or more trustees on their behalf.

  • 2001, c. 9, s. 465

Marginal note:Competition Act

 Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.

  • 2001, c. 9, s. 465

DIVISION 8Business and Powers

Marginal note:Main business

  •  (1) Subject to this Part, an insurance holding company shall not engage in or carry on any business other than

    • (a) acquiring, holding and administering investments that are permitted by this Part;

    • (b) providing management, advisory, financing, accounting, information processing or other prescribed services to entities in which it has a substantial investment; and

    • (c) any other prescribed business.

  • Marginal note:Regulations

    (2) The Governor in Council may make regulations prescribing businesses or services for the purposes of subsection (1).

  • 2001, c. 9, s. 465

Marginal note:Restriction on partnerships

  •  (1) Except with the approval of the Superintendent, an insurance holding company shall not be a general partner in a limited partnership or a partner in a general partnership.

  • Meaning of general partnership

    (2) For the purposes of subsection (1), general partnership means any partnership other than a limited partnership.

  • 2001, c. 9, s. 465

Marginal note:Restriction on guarantees

  •  (1) An insurance holding company shall not guarantee on behalf of any person the payment or repayment of any sum of money.

  • Marginal note:Exception

    (2) Subsection (1) does not apply if

    • (a) the person on whose behalf the insurance holding company has undertaken to guarantee the payment or repayment is a subsidiary of the insurance holding company; and

    • (b) the subsidiary has an unqualified obligation to reimburse the insurance holding company for the full amount of the payment or repayment to be guaranteed.

  • Marginal note:Regulations

    (3) The Governor in Council may make regulations imposing terms and conditions in respect of guarantees permitted by this section.

  • 2001, c. 9, s. 465
 
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