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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 IIIIncorporation, Continuance and Discontinuance (continued)

Discontinuance

Marginal note:Transferring to other federal Acts

  •  (1) A company or society may

    • (a) apply, under the Bank Act, for letters patent continuing the company or society as a bank or a bank holding company under that Act, or amalgamating and continuing the company or society as a bank or a bank holding company under that Act;

    • (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;

    • (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

    • (d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company or society as an association under that Act, or amalgamating and continuing the company or society as an association under that Act; or

    • (e) apply, under the Trust and Loan Companies Act, for letters patent continuing the company or society as a company under that Act, or amalgamating and continuing the company or society as a company under of that Act.

  • Marginal note:Continuance under the Canada Not-for-profit Corporations Act

    (2) A society may also, with the approval in writing of the Minister, apply under the Canada Not-for-profit Corporations Act, for a certificate of continuance under that Act.

  • Marginal note:Conditions for approval

    (3) The approval referred to in paragraph (1)(b) or (c) or subsection (2) may be given only if the Minister is satisfied that

    • (a) the company or society has published, once a week for four consecutive weeks 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, a notice of its intention to apply for the approval;

    • (b) the company or society has discharged, or provided for the discharge of, all its policy liabilities;

    • (c) the company or society will not, unless it is an entity referred to in paragraph 47(2)(b) or (c), use the word “assurance”, “assurances” or “insurance” in its name after the certificate or letters patent are issued in respect of the company or society; and

    • (d) the application has been authorized by a special resolution.

  • Marginal note:Withdrawing application

    (4) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.

  • Marginal note:Restriction on other transfers

    (5) A company or society may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1) or (2).

  • 1991, c. 47, ss. 39, 759
  • 1994, c. 24, s. 34(F)
  • 2001, c. 9, s. 358
  • 2007, c. 6, s. 191
  • 2009, c. 23, s. 331

Marginal note:Act ceases to apply

 If a company or society applies for a certificate or letters patent referred to in section 39 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company or society as of the day the certificate or the letters patent take effect.

  • 1991, c. 47, s. 40
  • 2001, c. 9, s. 358
  • 2007, c. 6, s. 191

 [Repealed, 2001, c. 9, s. 358]

Corporate Name

Marginal note:Prohibited names

  •  (1) A company or society may not be incorporated under this Act with a name

    • (a) that is prohibited by an Act of Parliament;

    • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

    • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

      • (i) trademark or trade name, or

      • (ii) corporate name of a body corporate,

      except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

    • (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

    • (e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company.

  • Marginal note:Exception

    (2) Paragraph (1)(a) does not apply with respect to any former-Act company or former-Act society incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

  • 1991, c. 47, s. 42
  • 1996, c. 6, s. 67
  • 1997, c. 15, s. 177
  • 2001, c. 9, s. 359
  • 2014, c. 20, s. 366(E)

Marginal note:Affiliated company or society

 Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

  • 1991, c. 47, s. 43
  • 1996, c. 6, s. 68
  • 2001, c. 9, s. 360
  • 2007, c. 6, s. 192

Marginal note:French or English form of name

  •  (1) The name of a company or society 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 company or society may use and be legally designated by any such form.

  • Marginal note:Alternate name

    (2) A company or society may identify itself outside Canada by its name in any language and the company or society may use and be legally designated by any such form of its name outside Canada.

  • Marginal note:Other name

    (3) Subject to subsection (4) and section 278, a company or society may carry on business under or identify itself by a name other than its corporate name.

  • Marginal note:Directions

    (4) Where a company or society is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company or society 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 42(1)(a) to (e).

  • 1991, c. 47, s. 44
  • 1996, c. 6, s. 69

Marginal note:Reserved name

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

Marginal note:Directing change of name

  •  (1) If through inadvertence or otherwise a company or society

    • (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 42, the Superintendent may, by order, direct the company or society to change its name and the company or society shall comply with that direction.

  • Marginal note:Revoking name

    (2) If a company or society 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 Act, the Superintendent may revoke the name of the company or society and assign to it a name and, until changed in accordance with section 224, 238 or 544.1, the name of the company or society is thereafter the name so assigned.

  • 1991, c. 47, s. 46
  • 1996, c. 6, s. 70
  • 2001, c. 9, s. 361
 
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