Insurance Companies Act

Marginal note:Vertical short-form amalgamation

• 249 (1) A company that does not have any participating policyholders may, without complying with sections 246 to 248, amalgamate with one or more bodies corporate that

  • (a) are incorporated by or under an Act of Parliament,

  • (b) are wholly-owned subsidiaries of the company, and

  • (c) do not have any participating policyholders

  if

  • (d) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary, and

  • (e) the resolutions provide that

    • (i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,

    • (ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and

    • (iii) no securities will be issued by the amalgamated company in connection with the amalgamation.

• Marginal note:Horizontal short-form amalgamation

  (2) Two or more bodies corporate that

  • (a) are incorporated by or under an Act of Parliament,

  • (b) are wholly-owned subsidiaries of the same holding body corporate, and

  • (c) do not have any participating policyholders

  may amalgamate and continue as one company without complying with sections 246 to 248 if

  • (d) at least one of the applicants is a company,

  • (e) the amalgamation is approved by a resolution of the directors of each of the applicants, and

  • (f) the resolutions provide that

    • (i) the shares of all applicants, except those of one of the applicants that is a company, will be cancelled without any repayment of capital in respect thereof,

    • (ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and

    • (iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled.