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

Marginal note:Restriction

732 An insurance holding company may not be incorporated or continued with, or change its name to or carry on business or identify itself by, a name that is substantially the same as that of a company unless the name contains words that, in the opinion of the Superintendent, indicate to the public that the insurance holding company is distinct from any company that is a subsidiary of the insurance holding company.

Marginal note:French or English form of name

• 733 (1) The name of an insurance holding company may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the insurance holding company may use and be legally designated by any such form.

• Marginal note:Mandatory abbreviation

  (2) Despite any other provision of this Act and subject to the regulations, every insurance holding company shall have as part of its name, the abbreviations “ihc” or “spa”.

• Marginal note:Alternate name

  (3) An insurance holding company may identify itself outside Canada by its name in any language and the insurance holding company may use and be legally designated by any such form of its name outside Canada.

• Marginal note:Other name

  (4) Subject to subsection (5) and section 880, an insurance holding company may carry on business under or identify itself by a name other than its corporate name.

• Marginal note:Directions

  (5) If an insurance holding company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the insurance holding company not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 730(a) to (e).

• Marginal note:Regulations

  (6) The Governor in Council may make regulations respecting the use of the abbreviations “ihc” or “spa” in the name of insurance holding companies.

Marginal note:Reserved name

734 The Superintendent may, on request, reserve for ninety days a name for a proposed insurance holding company or for an insurance holding company that intends to change its name.

Marginal note:Directing change of name

• 735 (1) If through inadvertence or otherwise an insurance holding company

  • (a) comes into existence or is continued with a name, or

  • (b) on an application to change its name, is granted a name

  that is prohibited by section 730 or 732, the Superintendent may, by order, direct the insurance holding company to change its name and the insurance holding company shall comply with that direction.

• Marginal note:Revoking name

  (2) Where an insurance holding company has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Part, the Superintendent may revoke the name of the insurance holding company and assign to it a name and, until changed in accordance with section 849 or 851, the name of the insurance holding company is thereafter the name so assigned.

Marginal note:Subsidiaries

736 Despite subsection 47(1), a subsidiary of an insurance holding company may, with the approval in writing of the Superintendent, use the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

Definition of reserved name

• 737 (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

• Marginal note:Termination of control required in certain cases

  (2) No person, other than a financial institution, who

  • (a) is carrying on business in Canada under a reserved name, and

  • (b) has control or acquires control of an insurance holding company,

  shall control the insurance holding company one year after the date of acquisition of the control.

• Marginal note:Prohibition

  (3) No person, other than a financial institution, who

  • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

  • (b) has control or acquires control of an insurance holding company,

  shall control the insurance holding company one year after the date of the acquisition of the control.

• Marginal note:Continuing control prohibited

  (4) Despite subsection (3), where a financial institution controls an entity that

  • (a) is not a financial institution,

  • (b) carries on business in Canada under a reserved name, and

  • (c) acquires control of an insurance holding company,

  the entity shall not control the insurance holding company one year after the date on which the entity acquires control of the insurance holding company.

• Marginal note:Exceptions

  (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on June 25, 1999.

Publication of Information

Marginal note:Publication of information

738 The Superintendent shall, within sixty days after the end of each year, cause a notice to be published in the Canada Gazette, showing

• (a) the name of every insurance holding company; and

• (b) the province in which the head office of the insurance holding company is situated.

DIVISION 4Organization and Commencement

Marginal note:First directors’ meeting

• 739 (1) After letters patent incorporating an insurance holding company are issued, a meeting of the directors of the insurance holding company shall be held at which the directors may, subject to this Division,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the insurance holding company;

  • (d) appoint officers;

  • (e) appoint an auditor to hold office until the meeting called under subsection 740(1);

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the insurance holding company.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 817(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the insurance holding company.

Marginal note:Calling shareholders’ meeting

• 740 (1) After the meeting referred to in subsection 739(1) is held, the directors of the insurance holding company shall without delay call a meeting of the shareholders of the insurance holding company.

• Marginal note:Meeting of shareholders or incorporators

  (2) The shareholders of an insurance holding company shall, by resolution at the meeting of shareholders called under subsection (1),

  • (a) approve, amend or reject any by-law made by the directors of the insurance holding company;

  • (b) subject to section 803, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

  • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders.

Marginal note:Term of first directors

741 A director named in the application for letters patent to incorporate an insurance holding company holds office until the election of directors at the meeting of shareholders called under subsection 740(1).

DIVISION 5Capital Structure

Share Capital

Marginal note:Power to issue shares

• 742 (1) Subject to this Part and the by-laws of the insurance holding company, shares of an insurance holding company may be issued at such times and to such persons and for such consideration as the directors of the insurance holding company may determine.

• Marginal note:Shares

  (2) Shares of an insurance holding company shall be in registered form and shall be without nominal or par value.

• Marginal note:Shares of continued insurance holding company

  (3) If a body corporate is continued as an insurance holding company under this Part, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

• Marginal note:Deemed share conditions

  (4) If any right of a holder of a share with nominal or par value of a body corporate continued as an insurance holding company under this Part, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the continuance under this Part that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.

Marginal note:Common shares

• 743 (1) An insurance holding company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include

  • (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

  • (b) the right to receive dividends declared on those shares; and

  • (c) the right to receive the remaining property of the insurance holding company on dissolution.

• Marginal note:Designations of shares

  (2) No insurance holding company shall designate more than one class of its shares as “common shares” or any variation of that term.

• Marginal note:Continued insurance holding company

  (3) A body corporate continued as an insurance holding company under this Part that is not in compliance with subsection (2) on the date letters patent continuing it as an insurance holding company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

Marginal note:Classes of shares

• 744 (1) The by-laws of an insurance holding company may provide for more than one class of shares and, if they so provide, shall set out

  • (a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and

  • (b) the maximum number, if any, of shares of any class that the insurance holding company is authorized to issue.

• Marginal note:Shareholder approval

  (2) Where a by-law referred to in subsection (1) is made, the directors of the insurance holding company shall submit the by-law to the shareholders at the next meeting of shareholders.

• Marginal note:Effective date

  (3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2).

Marginal note:Shares issued in series

• 745 (1) The by-laws of an insurance holding company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may

  • (a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and

  • (b) authorize the directors to do anything referred to in paragraph (a).

• Marginal note:Series participation

  (2) If any cumulative dividend or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

• Marginal note:Voting rights

  (3) Where voting rights are attached to any series of a class of shares, the shares of every other series of that class shall have the same voting rights.

• Marginal note:Restriction on series

  (4) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.

• Marginal note:Material to Superintendent

  (5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.

Marginal note:One share, one vote

746 Where voting rights are attached to a share of an insurance holding company, the voting rights may confer only one vote in respect of that share.

Marginal note:Shares non-assessable

747 Shares issued by an insurance holding company are non-assessable and the shareholders are not liable to the insurance holding company or to its creditors in respect thereof.