PART VICorporate Governance (continued)
DIVISION IIIFundamental Changes (continued)
Transfer of Business and Reinsurance (continued)
Marginal note:Taking of effect of approval
255 A transaction referred to in subsection 254(2) or (2.01) has no effect until it has been approved by the Minister or the Superintendent, as the case may be.
- 1991, c. 47, s. 255
- 1997, c. 15, s. 227
- 2007, c. 6, s. 208
256 [Repealed, 2007, c. 6, s. 208]
Marginal note:Shareholder and policyholder approval
257 (1) A company or society proposing to transfer all or substantially all of its policies, to cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, or to sell all or substantially all of its assets shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.
Marginal note:Notice to Superintendent
(1.1) A company or society proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent.
(1.2) After receiving the notice, the Superintendent may direct the company or society to provide its shareholders, policyholders and members with any information that the Superintendent may require.
Marginal note:Right to vote
(2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.
Marginal note:Class vote
(3) The holders of shares of a class or series of shares of the company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.
Marginal note:Policyholder vote
(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal.
Marginal note:Special resolution
(5) For the purpose of subsection (1), and subject to subsections (3) and (4), the proposal is not approved by the shareholders and the policyholders who are entitled to vote or the members unless they approve it by special resolution.
Marginal note:Abandoning transfer or reinsurance
(6) Where a special resolution under subsection (5) approving a proposed transaction so states, the directors of a company or society may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders, policyholders or members.
Marginal note:Application to Minister
(7) Except in the case of a transaction to transfer all or substantially all of a company’s or society’s policies, the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction, unless the transaction is abandoned in accordance with subsection (6).
Marginal note:When section does not apply
(8) This section does not apply if the transfer or reinsurance is made under an order made under subsection 678.5(1).
- 1991, c. 47, s. 257
- 1997, c. 15, s. 227
- 2001, c. 9, s. 394
- 2007, c. 6, s. 209
258 The Governor in Council may, for the purposes of section 254 or 257, make regulations respecting the circumstances in which companies or societies are deemed to be causing themselves to be reinsured, on an assumption basis, against risks undertaken under their policies.
- 1991, c. 47, s. 258
- 1997, c. 15, s. 227
- 2007, c. 6, s. 210
259 [Repealed, 1997, c. 15, s. 227]
DIVISION IVHead Office and Corporate Records
Marginal note:Head office
Marginal note:Change of head office
(2) The directors of a company may change the address of the head office within the province specified in the incorporating instrument or by-laws.
Marginal note:Notice of change of address
(3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.
- 1991, c. 47, s. 260
- 2005, c. 54, s. 264
Marginal note:Company records
(a) its incorporating instrument and the by-laws of the company and all amendments thereto;
(b) minutes of meetings and resolutions of shareholders or policyholders;
(c) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 668;
(d) particulars of any authorizations, conditions and limitations established by the Superintendent under subsection 58(1) or (2) or 59(1) that are from time to time applicable to the company; and
(e) particulars of exceptions granted under section 38 or 253 that are from time to time applicable to the company.
Marginal note:Additional records
(2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate
(a) corporate accounting records;
(b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and
(c) records showing, for each customer of, or claimant under a policy issued by, the company, the amount owing to the company and the nature of the liabilities of the company to the customer or claimant.
Marginal note:Former-Act and continued companies
(3) For the purposes of paragraph (1)(b) and subsection (2),
(a) in the case of a body corporate continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so continued;
(b) in the case of a body corporate amalgamated and continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and
(c) in the case of a former-Act company, records includes similar records required by law to be maintained by the company before the coming into force of this section.
- 1991, c. 47, s. 261
- 1997, c. 15, s. 228(E)
- 2007, c. 6, s. 211(E)
Marginal note:Place of records
Marginal note:Notice of place of records
(2) Where any of the records described in section 261 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept.
(3) Subsection (1) does not apply in respect of records of an office of the company outside Canada or in respect of customers of such an office.
(4) The records described in section 261, other than those described in paragraph 261(2)(c), shall at all reasonable times be open to inspection by the directors.
Marginal note:Access to company records
(5) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives may examine the records referred to in subsection 261(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made.
Marginal note:Electronic access
(5.1) A company may make the information contained in records referred to in subsection 261(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
Marginal note:Copies of by-laws for shareholders
(6) Every shareholder of a company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.
Marginal note:Copies of by-laws for policyholders
(7) Every policyholder of a company who is entitled to vote at a meeting of policyholders or shareholders and policyholders of the company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.
- 1991, c. 47, s. 262
- 1997, c. 15, s. 229
- 2001, c. 9, s. 395
- 2005, c. 54, s. 265
- Date modified: