Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

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

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART VICorporate Governance (continued)

DIVISION IIIFundamental Changes (continued)

Amalgamation (continued)

Marginal note:Effect of letters patent

  •  (1) On the day provided for in the letters patent issued under section 251

    • (a) the amalgamation of the applicants and their continuance as one company or society becomes effective;

    • (b) the property of each applicant continues to be the property of the amalgamated company or society;

    • (c) the amalgamated company or society continues to be liable for the obligations of each applicant;

    • (d) any existing cause of action, claim or liability to prosecution is unaffected;

    • (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company or society;

    • (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company or society;

    • (g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated company; and

    • (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company or society.

  • Marginal note:Minutes

    (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company.

  • 1991, c. 47, s. 252
  • 1997, c. 15, s. 224

Marginal note:Transitional

  •  (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a company or society in respect of which letters patent were issued under subsection 251(1) permission to

    • (a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

    • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

    • (c) [Repealed, 1994, c. 47, s. 121]

    • (d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

    • (e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and

    • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

  • Marginal note:Duration of exceptions

    (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

    • (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

    • (b) with respect to any matter described in paragraph (1)(b), ten years; and

    • (c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.

  • Marginal note:Renewal

    (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.

  • Marginal note:Limitation

    (4) The Minister shall not grant to a company or society any permission

    • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

    • (b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of issue of the letters patent.

  • 1991, c. 47, s. 253
  • 1994, c. 47, s. 121
  • 1997, c. 15, s. 225
  • 2007, c. 6, s. 206

Transfer of Business and Reinsurance

Marginal note:Restricted transactions

  •  (1) Except in accordance with this section or an order made under subsection 678.5(1), a company or society shall not

    • (a) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies; or

    • (b) sell all or substantially all of its assets.

    • (c) [Repealed, 2007, c. 6, s. 207]

  • Marginal note:Approval of the Minister

    (2) A company or society may, with the approval of the Minister,

    • (a) cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, by one or more of the following entities:

      • (i) a company or society,

      • (ii) a foreign company that, in Canada, reinsures those risks,

      • (iii) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate, or

      • (iv) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society; or

    • (b) sell all or substantially all of its assets.

  • Marginal note:Approval of the Superintendent

    (2.01) A company or society may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against less than substantially all of the risks undertaken under its policies, by one or more of the following entities:

    • (a) a company or society;

    • (b) a foreign company that, in Canada, reinsures those risks;

    • (c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate; or

    • (d) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society.

  • Marginal note:Prescribed transactions

    (2.1) The approval of the Minister or Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.

  • Marginal note:Procedure

    (3) The company or society must, at least 30 days before it applies for the Minister’s or Superintendent’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated stating the day on or after which it will apply.

  • Marginal note:Information

    (4) Where a company or society publishes a notice referred to in subsection (3), the Superintendent may direct the company or society to provide its shareholders, policyholders and members with such information as the Superintendent may require.

  • Marginal note:Report of independent actuary

    (4.1) An application for approval under paragraph (2)(a) must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.

  • Marginal note:Inspection

    (5) If a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister or Superintendent is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least 30 days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.

  • Marginal note:Superintendent may shorten periods

    (6) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister or the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (3) and (5).

  • 1991, c. 47, s. 254
  • 1997, c. 15, s. 226
  • 2001, c. 9, s. 393
  • 2007, c. 6, s. 207
 
Date modified: