Insurance Companies Act (S.C. 1991, c. 47)
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Act current to 2024-09-16 and last amended on 2024-07-11. Previous Versions
AMENDMENTS NOT IN FORCE
— 2018, c. 12, s. 329(1), as amended by 2024, c. 15, s. 179(1)
329 (1) Paragraphs 441(1)(d) and (d.1) of the Insurance Companies Act are replaced by the following:
(c.1) subject to sections 475 and 478 and the regulations, engage in any activity that relates to the provision of financial services by the company or any of its affiliates;
(d) subject to the regulations, engage in any of the following activities:
(i) collecting, manipulating and transmitting information, and
(ii) designing, developing, manufacturing, selling and otherwise dealing with information technology, if those activities relate to
(A) an activity referred to in this subsection or subsection (1.1) that is engaged in by the company or any of its affiliates, or
(B) the provision of financial services by any other entity,
— 2018, c. 12, ss. 329(3) to (5), as amended by 2024, c. 15, s. 179(2)(F)
329 (3) Paragraph 441(4)(a) of the Act is replaced by the following:
(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in any of paragraphs (1)(c.1) and (d) and subsection (1.1);
(4) Subparagraph 441(4)(b)(ii) of the English version of the Act is replaced by the following:
(ii) the carrying on of the activities referred to in any of paragraphs (1)(c.1) and (d) and subsection (1.1); and
(5) Paragraph 441(4)(c) of the Act is replaced by the following:
(c) respecting the circumstances in which a company may engage in the activities referred to in paragraphs (1)(c.1) and (d), including the circumstances in which a company may collect, manipulate and transmit information under subparagraph (1)(d)(i).
— 2018, c. 12, s. 330
330 Section 442 of the Act is replaced by the following:
Networking
442 (1) Subject to the regulations, a company may
(a) act as agent for any person in respect of
(i) the carrying on of any activity referred to in subsection 441(1) or (1.1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 490(1), if that definition were read without reference to the requirements of subsections 495(6) to (8), or by a prescribed entity, or
(ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);
(b) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and
(c) refer any person to another person.
Regulations
(2) The Governor in Council may make regulations
(a) respecting the disclosure of the name of the person for whom a company is acting as agent under subsection (1);
(b) respecting the disclosure of any commission being earned by a company when acting as agent under subsection (1);
(c) respecting the circumstances in which a company may act as an agent, enter into an arrangement or refer a person under subsection (1); and
(d) imposing terms and conditions in respect of the carrying on of activities under that subsection.
Regulations
442.1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 331, as amended by 2018, c. 27, s. 155(E) and 2024, c. 15, s. 180(F)
331 (1) Section 495 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) and (6) to (8), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a life company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a life company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of this section, the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a life company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which a life company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 495(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 493(2), paragraph 493(3)(b) or (c) or subsection 493(4); or
(3) Section 495 of the Act is amended by adding the following after subsection (4):
Permitted investments
(4.1) Subject to subsections (5) to (8), Part XI and the regulations made under paragraphs (4.2)(a) and (b), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a property and casualty company, or a marine company, is permitted to engage in under subsection 440(2).
Regulations
(4.2) The Governor in Council may make regulations
(a) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, under subsection (4.1); and
(b) respecting the circumstances in which a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (4.1).
(4) Subparagraph 495(5)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (4) or (4.1) or 493(2) or paragraph 493(3)(b) or (c); or
(5) Subsection 495(7) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (d) and (d.1).
(6) Paragraph 495(9)(a) of the Act is replaced by the following:
(a) the company is acquiring control of an entity, other than a specialized financing entity, under subsection (2), (2.1), (4) or (4.1) and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b) or (4)(b);
— 2018, c. 12, s. 332, as amended by 2024, c. 15, s. 181(F)
332 The Act is amended by adding the following after section 495:
Regulations
495.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 441(1)(c.1) or (d), including the circumstances in which a company is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 333
333 Paragraph 528(1)(c) of the Act is replaced by the following:
(c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;
— 2018, c. 12, s. 334
334 (1) Paragraphs 542(2)(d) and (e) of the Act are replaced by the following:
(d) subject to the regulations, act as an agent for a person, or enter into any other arrangement with a person, in respect of the provision of a service by
(i) a financial institution that is primarily engaged in an insurance business, or
(ii) an entity in which a society is permitted to acquire a substantial investment under section 554, if that section were read without reference to the requirements of subsections 554(4) and (5); and
(e) refer any person to another person.
(2) Section 542 of the Act is amended by adding the following after subsection (5):
Regulations
(6) The Governor in Council may, for the purposes of paragraphs (2)(d) and (e), make regulations
(a) respecting the circumstances in which a society may act;
(b) imposing terms and conditions in respect of what a society may do; and
(c) respecting what a society is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 335, as amended by 2024, c. 15, s. 182(F)
335 (1) Section 554 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) and (4) and the regulations made under paragraphs (2.2)(b) and (c), a society may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (c), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a property and casualty company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of subsection (2.1), the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which a society may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 554(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 552(2) or paragraph 552(3)(b) or (c); or
(3) Subsection 554(5) of the Act is replaced by the following:
Minister’s approval
(5) Subject to the regulations, a society may not, without the prior written approval of the Minister, acquire control of, or acquire or increase a substantial investment in, a permitted entity other than an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1) or an entity whose activities are limited to activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d).
— 2018, c. 12, s. 336, as amended by 2024, c. 15, s. 183(F)
336 The Act is amended by adding the following after section 554:
Regulations
554.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a society may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d), including the circumstances in which a society is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 337, as amended by 2024, c. 15, s. 184(F)
337 (1) Section 971 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) to (6) and the regulations made under paragraphs (2.2)(b) and (c), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs 495(1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of subsection (2.1), the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that an insurance holding company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which an insurance holding company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1).
(2) Subparagraph 971(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 493(2), paragraph 493(3)(b) or (c) or subsection 493(4) or 495(1), (2) or (2.1); or
(3) Subsection 971(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).
(4) Paragraph 971(7)(a) of the Act is replaced by the following:
(a) the insurance holding company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the insurance holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
— 2018, c. 12, s. 338, as amended by 2024, c. 15, s. 185(F)
338 The Act is amended by adding the following after section 971:
Regulations
971.1 The Governor in Council may make regulations
(a) respecting the circumstances in which an insurance holding company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 441(1)(c.1) or (d); and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 339
339 (1) Paragraphs 1019.1(1)(a) and (b) of the Act are replaced by the following:
(a) paragraph 441(1)(h);
(b) paragraphs 495(7)(b.1) and (c);
(2) Paragraph 1019.1(1)(e) of the Act is replaced by the following:
(e) paragraphs 971(5)(b.1) and (c).
— 2018, c. 12, s. 349
349 (1) On the first day on which both subsections 331(1) and 344(1) of this Act are in force, subsection 495(2.1) of the Insurance Companies Act, as enacted by that subsection 344(1), is renumbered as subsection 495(2.01) and, if necessary, is repositioned accordingly.
(2) On the first day on which both subsections 331(2) and 344(3) of this Act are in force, subparagraphs 495(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2), (2.01) or (2.1) or 493(2), paragraph 493(3)(b) or (c) or subsection 493(4),
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (2.01); or
(3) On the first day on which both subsection 331(1) and section 345 of this Act are in force, paragraph 501(e) of the Insurance Companies Act is replaced by the following:
(e) for the purposes of subsection 495(2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by a life company.
(4) On the first day on which both subsections 335(1) and 346(1) of this Act are in force, subsection 554(2.1) of the Insurance Companies Act, as enacted by that subsection 346(1), is renumbered as subsection 554(2.01) and, if necessary, is repositioned accordingly.
(5) On the first day on which both subsections 335(2) and 346(3) of this Act are in force, subparagraphs 554(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2), (2.01) or (2.1) or 552(2) or paragraph 552(3)(b) or (c), or
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (2.01); or
(6) On the first day on which both subsections 335(3) and 346(4) of this Act are in force, subsection 554(5) of the Insurance Companies Act is replaced by the following:
Minister’s approval
(5) Subject to the regulations, a society may not, without the prior written approval of the Minister, acquire control of, or acquire or increase a substantial investment in, a permitted entity other than a permitted infrastructure entity, an entity whose activities are limited to acquiring or holding shares of, or ownership interests in, permitted infrastructure entities, an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1) or an entity whose activities are limited to activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d).
(7) On the first day on which both subsections 335(1) and 346(5) of this Act are in force, paragraph 554(9)(c) of the Insurance Companies Act is replaced by the following:
(c) for the purposes of subsection (2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by a society.
(8) On the first day on which both subsections 337(1) and 347(1) of this Act are in force, subsection 971(2.1) of the Insurance Companies Act, as enacted by that subsection 347(1), is renumbered as subsection 971(2.01) and, if necessary, is repositioned accordingly.
(9) On the first day on which both subsections 337(2) and 347(3) of this Act are in force, subparagraphs 971(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 493(2), paragraph 493(3)(b) or (c) or subsection 493(4) or 495(1), (2), (2.01) or (2.1),
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 495(2.01); or
(10) On the first day on which both subsection 337(1) and section 348 of this Act are in force, paragraph 977(e) of the Insurance Companies Act is replaced by the following:
(e) for the purposes of subsection 971(2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by an insurance holding company.
— 2024, c. 15, s. 192
192 (1) Subsection 140(1) of the French version of the Insurance Companies Act is replaced by the following:
Lieu des assemblées
140 (1) Les assemblées des actionnaires ou des souscripteurs se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.
(2) Subsection 140(2) of the Act is replaced by the following:
Participation by electronic means
(2) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is entitled to attend a meeting of shareholders or policyholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
Meeting held by electronic means
(2.1) If the directors, shareholders or policyholders of a company call a meeting of shareholders or policyholders under this Act, those directors, shareholders or policyholders may determine that the meeting shall be held, in accordance with any regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
— 2024, c. 15, s. 193
193 Subsection 157(4) of the Act is replaced by the following:
Voting while participating electronically
(4) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is participating in a meeting of shareholders or policyholders under subsection 140(2) or (2.1) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.
— 2024, c. 15, s. 194
194 (1) Subsection 764(1) of the French version of the Act is replaced by the following:
Lieu des assemblées
764 (1) Les assemblées des actionnaires se tiennent au Canada, au lieu que prévoient les règlements administratifs ou, à défaut, que choisissent les administrateurs.
(2) Subsection 764(2) of the Act is replaced by the following:
Participation by electronic means
(2) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the insurance holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.
Meeting held by electronic means
(2.1) If the directors or shareholders of an insurance holding company call a meeting of shareholders under this Act, those directors or shareholders may determine that the meeting shall be held, in accordance with any regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
— 2024, c. 15, s. 195
195 Subsection 778(4) of the Act is replaced by the following:
Voting while participating electronically
(4) Unless the by-laws provide otherwise and in accordance with any regulations, any person who is participating in a meeting of shareholders under subsection 764(2) or (2.1) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the insurance holding company has made available for that purpose.
— 2024, c. 17, s. 400
400 The Insurance Companies Act is amended by adding the following after section 166:
Disclosure Relating to Diversity
Diversity
166.1 (1) The directors of a company of a prescribed class must make available, in accordance with regulations made under subsection (2), information respecting diversity among directors and members of senior management, as defined by regulation, at the same time that a notice of annual meeting is sent under subsection 143(1) to shareholders and policy holders entitled to receive that notice and to the Superintendent.
Regulations
(2) For the purposes of subsection (1), the Governor in Council may make regulations respecting the disclosure of information related to diversity among the directors and members of senior management of a company of a prescribed class.
— 2024, c. 17, s. 401
401 The Act is amended by adding the following after section 795:
Disclosure Relating to Diversity
Diversity
795.1 (1) The directors of an insurance holding company of a prescribed class must make available, in accordance with regulations made under subsection (2), information respecting diversity among directors and members of senior management, as defined by regulation, at the same time that a notice of annual meeting is sent under subsection 767(1) to shareholders entitled to receive that notice and to the Superintendent.
Regulations
(2) For the purpose of subsection (1), the Governor in Council may make regulations respecting the disclosure of information related to diversity among the directors and members of senior management of an insurance holding company of a prescribed class.
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