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

Act current to 2021-10-07 and last amended on 2021-06-30. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 5Head Office and Corporate Records (continued)

Marginal note:Protection of records

 An insurance holding company and its agents shall take reasonable precautions to

  • (a) prevent loss or destruction of,

  • (b) prevent falsification of entries in,

  • (c) facilitate detection and correction of inaccuracies in, and

  • (d) ensure that unauthorized persons do not have access to or use of information in,

the registers and records required or authorized by this Part to be prepared and maintained.

  • 2001, c. 9, s. 465

Marginal note:Requirement to maintain copies and process information in Canada

  •  (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

  • Marginal note:Direction — immediate, direct, complete and ongoing access

    (1.1) Where an insurance holding company referred to in subsection 870(1.1) or 274(3) maintains records referred to in section 869 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the insurance holding company to maintain a copy of those records or register at any place in Canada as the directors think fit

    • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

    • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the insurance holding company not to maintain a copy of those records or register at any place in Canada.

  • Marginal note:Insurance holding company

    (2) An insurance holding company shall without delay comply with any order issued under subsection (1) or (1.1).

Marginal note:Retention of records

 An insurance holding company shall retain

  • (a) the records of the insurance holding company referred to in subsection 869(1);

  • (b) any record of the insurance holding company referred to in paragraph 869(2)(a) or (b); and

  • (c) the central securities register referred to in subsection 271(1).

  • 2001, c. 9, s. 465

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by an insurance holding company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 876(1.1)(a).

SUBDIVISION 6Securities Registers

Marginal note:Sections 271 to 277 apply

 Sections 271 to 277 apply in respect of insurance holding companies, subject to the following:

  • (a) references to “company” in those sections are to be read as references to “insurance holding company”; and

  • (b) the reference to “subsection 268(1.1)” in subsection 274(3) is to be read as a reference to “subsection 876(1.1)”;

  • (c) the reference to “subsection 73(1)” in section 277 is to be read as a reference to “subsection 752(1)”.

SUBDIVISION 7Corporate Name and Seal

Marginal note:Publication of name

 An insurance holding company shall set out its name in legible characters in all contracts, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the insurance holding company.

  • 2001, c. 9, s. 465

Marginal note:Corporate seal

  •  (1) An insurance holding company may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 348

SUBDIVISION 8Insiders

Marginal note:Sections 288 to 295 apply

 Sections 288 to 295 apply in respect of insurance holding companies, subject to the following:

  • (a) references to “company” in those sections are to be read as references to “insurance holding company”;

  • (b) references to “this Act” in those sections are to be read as references to “this Part”; and

  • (c) references to “this Division” in those sections are to be read as references to “this Subdivision”.

  • 2001, c. 9, s. 465

SUBDIVISION 9Prospectus

Marginal note:Ss. 296 and 297 apply

 Sections 296 and 297 apply in respect of insurance holding companies except that references to “company” are to be read as references to “insurance holding company”.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 349

SUBDIVISION 9.1Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 298 to 300 apply

 Sections 298 to 300 apply in respect of insurance holding companies subject to the following:

  • (a) references to “company” are to be read as references to “insurance holding company”;

  • (b) references to “this Act” are to be read as references to “this Part”;

  • (c) references to “the policyholders entitled to vote and the shareholders” in subsections 300(2) and (4) to (6) are to be read as references to “the shareholders”;

  • (d) the reference to “section 242” in paragraph 300(10)(c) is to be read as a reference to “section 854”; and

  • (e) the reference to “a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4)” in subsection 300(25) is to be read as a reference to “a regulation referred to in subsection 992(1) or (2) or of an order made under subsection 992(3)”.

  • 2005, c. 54, s. 349

SUBDIVISION 10Compulsory Acquisitions

Marginal note:Ss. 307 to 316.1 apply

 Sections 307 to 316.1 apply in respect of insurance holding companies, subject to the following:

  • (a) references to “company” in those sections are to be read as references to “insurance holding company”; and

  • (b) references to “this Division” in those sections are to be read as references to “this Subdivision”.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 350

SUBDIVISION 11Trust Indentures

Marginal note:Sections 317 to 329 apply

 Sections 317 to 329 apply in respect of insurance holding companies, subject to the following:

  • (a) references to “company” in those sections are to be read as references to “insurance holding company”;

  • (b) references to “this Act” in those sections are to be read as references to “this Part”;

  • (c) references to “this Division” in those sections are to be read as references to “this Subdivision”; and

  • (d) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 700(1).

  • 2001, c. 9, s. 465
 
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