PART IInterpretation and Application (continued)
Marginal note:Application of Act
(a) that is incorporated or continued as a company under this Act, or
(b) to which any of the provisions of Parts I, II, III and VII and either or both of Parts IV and VI of the Canadian and British Insurance Companies Act applied immediately before the coming into force of this section
and that is not discontinued under this Act.
Marginal note:Application of certain provisions
(2) This Part, Parts II to IV, sections 224, 225, 245 to 258 and 489 and Parts X, XII, XV, XVI and XVIII to XX apply to every body corporate that is not discontinued under this Act and
(a) that is incorporated or continued as a society under this Act; or
(b) to which any of the provisions of Parts I and II, Part III, except section 77, Part IV, except sections 123 to 130 and 153 to 158, and Parts V and VII of the Canadian and British Insurance Companies Act applied before June 1, 1992.
- 1991, c. 47, s. 13
- 1997, c. 15, s. 167
- 1999, c. 31, s. 138
- 2001, c. 9, s. 352
- 2005, c. 54, s. 217
Marginal note:Conflicting provisions
14 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company or former-Act society, the provision of this Act prevails.
PART IIStatus and Powers
Marginal note:Corporate powers
Marginal note:Powers restricted
(2) Neither a company nor a society shall 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) A company or society may carry on business throughout Canada.
Marginal note:Powers outside Canada
(4) Subject to this Act, a company or society 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.
Marginal note:No invalidity
16 No act of a company or society, including any transfer of property to or by a company or society, is invalid by reason only that the act or transfer is contrary to the company’s or society’s incorporating instrument or this Act.
Marginal note:By-law not necessary
17 It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.
Marginal note:No personal liability
18 (1) The shareholders and participating policyholders of a company are not, as shareholders or policyholders, liable for any liability, act or default of the company except as otherwise provided by this Act.
(2) The members of a society are not, as members, liable for any liability, act or default of the society except as otherwise provided by this Act.
Marginal note:No constructive notice
19 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company or society 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 company or society.
Marginal note:Authority of directors and officers
20 (1) No company or society and no guarantor of an obligation of a company or society may assert against a person dealing with the company or society or against a person who has acquired rights from the company or society that
(a) the company’s or society’s incorporating instrument or any by-laws of the company or society have not been complied with;
(b) the persons named as directors of the company or society in the most recent return sent to the Superintendent under section 549 or 668 are not the directors of the company or society;
(c) the place named in the incorporating instrument or by-laws of the company or society is not the place where the head office of the company or society is situated;
(d) a person held out by the company or society as a director, officer or representative of the company or society 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 company or society or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the company or society 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 company or society.
- 1991, c. 47, s. 20
- 2005, c. 54, s. 218
Marginal note:Sunset provision
21 (1) Subject to subsections (2) and (4), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after the fifth anniversary of the day on which the Budget Implementation Act, 2018, No. 1 receives royal assent.
(2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection.
Marginal note:Order not a regulation
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), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, until the end of the 180th day after the first day of the first session of the next Parliament.
- 1991, c. 47, s. 21
- 1997, c. 15, s. 168
- 2001, c. 9, s. 353
- 2006, c. 4, s. 201
- 2007, c. 6, s. 189
- 2012, c. 5, s. 123
- 2016, c. 7, s. 120
- 2018, c. 12, s. 357
PART IIIIncorporation, Continuance and Discontinuance
Formalities of Incorporation
Marginal note:Incorporation of company or society
22 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a company or society.
Marginal note:Restrictions on incorporation
(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.
(2) Letters patent incorporating a society may not be issued if the society is to operate for profit or as a commercial enterprise or its property is not to be under the control of persons periodically elected by members of the society.
- 1991, c. 47, s. 23
- 1997, c. 15, s. 169
Marginal note:National treatment
24 (1) If a proposed company would be a subsidiary of a foreign institution that is engaged in the insurance business, letters patent to incorporate the company may not be issued unless the Minister is satisfied that, if the application is made by a non-WTO Member foreign institution, treatment as favourable for companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.
Marginal note:Part XII of the Bank Act
- 1991, c. 47, s. 24
- 1999, c. 28, s. 120
- 2001, c. 9, s. 354
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