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 IIIIncorporation, Continuance and Discontinuance (continued)

Formalities of Incorporation (continued)

Marginal note:Notice of issue of letters patent

 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company or society.

Marginal note:First directors

 The first directors of a company or society are the directors named in the application for letters patent to incorporate the company or society.

Marginal note:Effect of letters patent

 A company or society comes into existence on the date provided therefor in its letters patent.

Continuance

Marginal note:Federal corporations

  •  (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company but not including a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.

  • Marginal note:Other corporations

    (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a company under this Act.

  • Marginal note:Fraternal benefit societies

    (3) A fraternal benefit society incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the fraternal benefit society as a society.

  • 1991, c. 47, s. 32
  • 1994, c. 24, s. 34(F)
  • 1997, c. 15, s. 170
  • 2001, c. 9, s. 357
  • 2010, c. 12, s. 2118

Marginal note:Application for continuance

  •  (1) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), sections 23 to 27 apply in respect of the application, with such modifications as the circumstances require.

  • Marginal note:Special resolution approval

    (2) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), the application must be duly authorized by a special resolution.

  • Marginal note:Copy of special resolution

    (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application.

  • 1991, c. 47, s. 33
  • 1997, c. 15, s. 171

Marginal note:Power to issue letters patent

  •  (1) On the application of a body corporate under subsection 32(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act.

  • Marginal note:Power to issue letters patent to fraternal benefit society

    (2) On the application of a fraternal benefit society under subsection 32(3), the Minister may, subject to this Part, issue letters patent continuing the fraternal benefit society as a society.

  • Marginal note:Issue of letters patent

    (3) Section 28 applies in respect of the issue of letters patent under subsection (1) or (2), with such modifications as the circumstances require.

  • 1991, c. 47, s. 34
  • 1997, c. 15, s. 172

Marginal note:Effect of letters patent

  •  (1) On the day set out in the letters patent continuing a body corporate as a company under subsection 34(1),

    • (a) the body corporate becomes a company as if it had been incorporated under this Act; and

    • (b) the letters patent are deemed to be the incorporating instrument of the continued company.

  • Marginal note:Effect of letters patent — society

    (2) On the day set out in the letters patent continuing a fraternal benefit society as a society under subsection 34(2),

    • (a) the fraternal benefit society becomes a society as if it had been incorporated under this Act; and

    • (b) the letters patent are deemed to be the incorporating instrument of the continued society.

  • 1991, c. 47, s. 35
  • 1997, c. 15, s. 173

Marginal note:Copy of letters patent

  •  (1) Where a body corporate is continued as a company or society under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.

  • Marginal note:Notice of issuance of letters patent

    (2) The Superintendent shall publish in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company or society under this Act.

  • 1991, c. 47, s. 36
  • 1997, c. 15, s. 174(E)

Marginal note:Effects of continuance

 Where a body corporate is continued as a company or society under this Part,

  • (a) the property of the body corporate continues to be the property of the company or society;

  • (b) the company or society continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

  • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company or society;

  • (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company or society;

  • (f) a person who, on the day the body corporate becomes a company or society, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it, but any such right or privilege may be exercised only in accordance with this Act; and

  • (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company or society.

  • 1991, c. 47, s. 37
  • 1997, c. 15, s. 175

Marginal note:Transitional

  •  (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a company or society in respect of which letters patent were issued under subsection 34(1) or (2) 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 the body corporate continued as the company or society was engaging in at the time the 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. 119]

    • (d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by the body corporate continued as the company or society 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 the body corporate continued as the company or society was 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

    (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 activity 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 may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as 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 the approval for the company or society to commence and carry on business.

  • 1991, c. 47, s. 38
  • 1994, c. 47, s. 119
  • 1997, c. 15, s. 176
  • 2007, c. 6, s. 190
 
Date modified: