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

Marginal note:Life companies — major shareholder

• 407.01 (1) If a converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies controls a life company and a person becomes a major shareholder of the life company or of any entity that also controls the life company, the converted company or company, as the case may be, must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the life company or entity that controls the life company,

  • (a) the converted company or the company no longer controls the life company; or

  • (b) the life company or the entity that controls the life company does not have any major shareholder other than the converted company or the company, as the case may be, or any entity that the converted company or the company controls.

• Marginal note:Exemption

  (2) Subsection (1) does not apply in respect of a life company with equity of less than two hundred and fifty million dollars, or any other amount that may be prescribed.

• Marginal note:Extension

  (3) If general market conditions so warrant and the Minister is satisfied that the converted company or the company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

Marginal note:Life companies — major shareholder

• 407.011 (1) Despite subsection 407.01(1), if a converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies controls a life company in respect of which subsection 407.01(1) does not apply by reason of subsection 407.01(2) and the equity of the life company reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the life company reaches two hundred and fifty million dollars or more, or the prescribed amount, as the case may be, a person is a major shareholder of the life company or of any entity that also controls the life company, the converted company or company must do all things necessary to ensure that, on the day that is three years after that day,

  • (a) the converted company or company no longer controls the life company; or

  • (b) the life company or the entity that controls the life company does not have any major shareholder other than the converted company or the company or any entity that the converted company or company controls.

• Marginal note:Extension

  (2) If general market conditions so warrant and the Minister is satisfied that the converted company or the company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

Marginal note:Life companies — significant interest

• 407.02 (1) If a converted company in respect of which subsection 407(11) applies or a company to which subsection 407(12) applies controls a life company and a person acquires a significant interest in any class of shares of the life company or of any entity that also controls the life company, the converted company or company, as the case may be, must do all things necessary to ensure that, on the day that is one year after the person acquired the significant interest in the class of shares of the life company or entity that controls the life company,

  • (a) the converted company or the company no longer controls the life company; or

  • (b) no person has a significant interest in any class of shares of the life company or the entity that controls the life company, other than the converted company or the company, as the case may be, or any entity that the converted company or the company controls.

• Marginal note:Exemption

  (2) Subsection (1) does not apply in respect of a life company with equity of less than two hundred and fifty million dollars, or any other amount that may be prescribed.

• Marginal note:Extension

  (3) If general market conditions so warrant and the Minister is satisfied that the converted company or the company has used its best efforts to be in compliance with subsection (1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

Marginal note:Prohibition against significant interest

• 407.03 (1) No person who has a significant interest in any class of shares of a widely held converted company in respect of which subsection 407(4) applies or of a widely held company to which subsection 407(5) applies may have a significant interest in any class of shares of a subsidiary of the converted company or company, as the case may be, that is a life company or an insurance holding company.

• Marginal note:Prohibition against significant interest

  (2) No person who has a significant interest in any class of shares of a life company may have a significant interest in any class of shares of

  • (a) a widely held converted company in respect of which subsection 407(4) applies that controls the life company;

  • (b) a widely held company to which subsection 407(5) applies that controls the life company; or

  • (c) a widely held insurance holding company to which subsection 407(6) applies that controls the life company.

Marginal note:No acquisition of control without approval

• 407.1 (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company without the approval of the Minister.

• Marginal note:Amalgamation, etc., constitutes acquisition

  (2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the company through an acquisition for which the approval of the Minister is required under subsection (1).

Marginal note:Prohibition against control

• 407.2 (1) Despite section 407.1, no person shall control, within the meaning of paragraph 3(1)(d), a converted company in respect of which subsection 407(4) or (11) applies or a company to which subsection 407(5) or (12) applies.

• Marginal note:Exception

  (2) Subsection (1) does not apply to a company to which subsection 407(5) or (12) applies or to an insurance holding company to which subsection 407(6) or (13) applies that is permitted to control, within the meaning of paragraph 3(1)(d), under those subsections, the converted company.

• Marginal note:Exception

  (2.1) Subsection (1) does not apply to an insurance holding company to which subsection 407(10) or (16) applies that is permitted to control, within the meaning of paragraph 3(1)(d), under those subsections, the company.

• Marginal note:Exception — other entities

  (3) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the converted company or company, as the case may be, if the entity is controlled, within the meaning of that paragraph, by a company to which subsection 407(5) or (12) applies, or an insurance holding company to which subsection 407(6) or (13) applies, that is permitted to be a major shareholder of the converted company or company, as the case may be, or to have a significant interest in any class of shares of the converted company or company, as the case may be.

• Marginal note:Loss of control

  (4) Despite subsections (1) and 407(4), if the converted company referred to in subsection (1) is a converted company in respect of which subsection 407(4) applies, a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies may be a major shareholder of the converted company and cease to control, within the meaning of paragraph 3(1)(d), the converted company if the company or the insurance holding company, as the case may be, has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the converted company on the expiration of the day specified in the agreement.

• Marginal note:Exception

  (4.1) Despite subsections (1) and 407(9), if the company referred to in subsection (1) is a company to which subsection 407(5) applies, an insurance holding company to which subsection 407(6) applies may be a major shareholder of the company and cease to control, within the meaning of paragraph 3(1)(d), the company if the insurance holding company has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the company on the expiration of the day specified in the agreement.

• Marginal note:Extension

  (5) If general market conditions so warrant and the Minister is satisfied that the company or the insurance holding company, as the case may be, has used its best efforts to be in compliance with subsection (4) or (4.1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

• Marginal note:Loss of control

  (6) Despite subsections (1) and 407(11), if the converted company referred to in subsection (1) is a converted company in respect of which subsection 407(11) applies, a company to which subsection 407(12) applies or an insurance holding company to which subsection 407(13) applies may have a significant interest in a class of shares of the converted company and cease to control, within the meaning of paragraph 3(1)(d), the converted company if the company or the insurance holding company, as the case may be, has entered into an agreement with the Minister to do all things necessary to ensure that it does not have a significant interest in any class of shares of the converted company on the expiration of the day specified in the agreement.

• Marginal note:Exception

  (6.1) Despite subsections (1) and 407(15), if the company referred to in subsection (1) is a company to which subsection 407(12) applies, an insurance holding company to which subsection 407(13) applies may have a significant interest in a class of shares of the company and cease to control, within the meaning of paragraph 3(1)(d), the company if the insurance holding company has entered into an agreement with the Minister to do all things necessary to ensure that it does not have a significant interest in any class of shares of the company on the expiration of the day specified in the agreement.

• Marginal note:Extension

  (7) If general market conditions so warrant and the Minister is satisfied that the company or the insurance holding company, as the case may be, has used its best efforts to be in compliance with subsection (6) or (6.1) on the required day, the Minister may specify a later day as the day from and after which it must comply with that subsection.

Marginal note:Constraining registration

• 408  No company shall, unless the acquisition of the share has been approved by the Minister, record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if

  • (a) the transfer or issue of the share would cause the person to have a significant interest in any class of shares of the company; or

  • (b) where the person has a significant interest in a class of shares of the company, the transfer or issue of the share would increase the significant interest of the person in that class of shares of the company.

• (2) and (3) [Repealed, 1997, c. 15, s. 243]

Marginal note:Exception — small holdings

408.1 Despite section 408, if, as a result of a transfer or issue of shares of a class of shares of a company to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the company in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the company is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the company as a result of that issue or transfer of shares.

Marginal note:Where approval not required

• 409 (1) Despite subsections 407(1) and (2) and section 408, the approval of the Minister is not required in respect of a company, other than a converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies, if a person with a significant interest in a class of shares of the company or an entity controlled by a person with a significant interest in a class of shares of the company purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

• Marginal note:Percentage

  (2) Subject to subsection (3), for the purposes of subsection (1), the percentage is 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of June 1, 1992 and the day of the most recent purchase or acquisition by the person or any entity controlled by the person, other than the entity referred to in subsection (1), of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

• Marginal note:When approval not required

  (3) If a person has a significant interest in a class of shares of a company and the person’s percentage of that class has decreased after the date of the most recent purchase or other acquisition by the person or any entity controlled by the person, other than the entity referred to in subsection (1), of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, the percentage for the purposes of subsection (1) is the percentage that is the lesser of

  • (a) 5 percentage points in excess of the significant interest of the person in that class of shares of the company on the later of June 1, 1992 and the day of the most recent purchase or other acquisition by the person or any entity controlled by the person, other than the entity referred to in subsection (1), of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister, and

  • (b) 10 percentage points in excess of the lowest significant interest of the person in that class of shares of the company at any time after the later of June 1, 1992 and the day of the most recent purchase or other acquisition by the person or any entity controlled by the person, other than the entity referred to in subsection (1), of shares of that class of shares of the company, or of control of an entity that held shares of that class of shares of the company, for which approval was given by the Minister.

• Marginal note:Exception — eligible agent

  (3.1) If the person referred to in subsection (1) is an eligible agent or an entity controlled by an eligible agent, then the Minister may reduce the percentage referred to in subsection (2) or (3).

• Marginal note:Exception

  (4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would

  • (a) result in the acquisition of control of the company by the person referred to in that subsection;

  • (b) where the person controls the company but the voting rights attached to the aggregate of any voting shares of the company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company;

  • (c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or

  • (d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable, and the increase is not exempted by the regulations.

• Marginal note:Regulations

  (5) The Governor in Council may make regulations

  • (a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and

  • (b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.