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

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

PART VIIOwnership (continued)

DIVISION IIConstraints on Ownership (continued)

Approval Process

Marginal note:Application for approval

  •  (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

  • Marginal note:Applicant

    (2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.

  • 1991, c. 47, s. 419
  • 2001, c. 9, s. 411

Marginal note:Matters for consideration

  •  (1) Subject to subsection (1.1), if an application for an approval under section 407 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

    • (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;

    • (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;

    • (c) the business record and experience of the applicant or applicants;

    • (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

    • (e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

    • (f) if the company is a converted company in respect of which the Minister has issued an order under subsection 407(8) or a converted company in respect of which subsection 407(11) applied at any time, or a company that controls, within the meaning of paragraph 3(1)(d), such a converted company, the opinion of the Superintendent regarding the extent to which the corporate structure of the applicant or applicants and their affiliates may affect the supervision and regulation of the company, having regard to

      • (i) the nature and extent of the proposed financial services activities to be carried out by the company and its affiliates, and

      • (ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the company;

    • (g) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and

    • (h) the best interests of the financial system in Canada.

  • Marginal note:Exception

    (1.1) Except for an application by an eligible agent for an approval under section 407, and subject to subsection 407.2(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

    • (a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a converted company in respect of which subsection 407(4) applies or of a company to which subsection 407(5) applies; or

    • (b) more than 10 per cent but no more than 30 per cent of any class of the outstanding non-voting shares of such a converted company or company.

  • Marginal note:National treatment

    (2) Where a transaction in respect of which subsection 407(1) or (2) applies would cause a company to become a subsidiary of a foreign institution that is engaged in the insurance business, that does not have any other company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that 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

    (3) Nothing in subsection (1) or (2) affects the operation of Part XII of the Bank Act.

  • 1991, c. 47, s. 420
  • 1999, c. 28, s. 121
  • 2001, c. 9, s. 412
  • 2012, c. 31, s. 135

Marginal note:Terms and conditions

 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.

  • 1991, c. 47, s. 421
  • 2001, c. 9, s. 413

Marginal note:Certifying receipt of application

  •  (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

  • Marginal note:Incomplete application

    (2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

  • 1991, c. 47, s. 422
  • 2001, c. 9, s. 414

Marginal note:Notice of decision to applicant

  •  (1) Subject to subsections (2) and (3) and 424(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 422(1), send to the applicant

    • (a) a notice approving the transaction to which the application relates; or

    • (b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

  • Marginal note:Notice of decision

    (2) Subject to subsections (4) and 424(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 422(1) in the following cases:

    • (a) the application involves the acquisition of control of a company;

    • (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

    • (c) an application is made for the approval referred to in subsection 428(3).

  • Marginal note:Extension of period for notice

    (3) Where the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,

    • (a) within that period, send a notice to that effect to the applicant; and

    • (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.

  • Marginal note:Idem

    (4) Where the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.

  • 1991, c. 47, s. 423
  • 2012, c. 31, s. 136

Marginal note:Reasonable opportunity to make representations

  •  (1) Where, after receipt of the notice referred to in paragraph 423(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • Marginal note:Reasonable opportunity to make representations

    (2) If, after receipt of the notice sent in accordance with subsection 423(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

  • 1991, c. 47, s. 424
  • 2012, c. 31, s. 137(E)

Marginal note:Notice of decision

  •  (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 424(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates.

  • Marginal note:Idem

    (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 424(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates.

 
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