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

Act current to 2021-11-17 and last amended on 2021-06-30. Previous Versions

PART VICorporate Governance (continued)

DIVISION IVHead Office and Corporate Records (continued)

Marginal note:Place of records

  •  (1) The records described in section 261 shall be kept at the head office of the company or at such other place in Canada as the directors think fit.

  • Marginal note:Notice of place of records

    (2) Where any of the records described in section 261 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept.

  • Marginal note:Exception

    (3) Subsection (1) does not apply in respect of records of an office of the company outside Canada or in respect of customers of such an office.

  • Marginal note:Exception

    (3.1) Subject to subsection 268(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

  • Marginal note:Inspection

    (4) The records described in section 261, other than those described in paragraph 261(2)(c), shall at all reasonable times be open to inspection by the directors.

  • Marginal note:Access to company records

    (5) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives may examine the records referred to in subsection 261(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made.

  • Marginal note:Electronic access

    (5.1) A company may make the information contained in records referred to in subsection 261(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

  • Marginal note:Copies of by-laws for shareholders

    (6) Every shareholder of a company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.

  • Marginal note:Copies of by-laws for policyholders

    (7) Every policyholder of a company who is entitled to vote at a meeting of policyholders or shareholders and policyholders of the company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.

  • 1991, c. 47, s. 262
  • 1997, c. 15, s. 229
  • 2001, c. 9, s. 395
  • 2005, c. 54, s. 265
  • 2020, c. 1, s. 172

Marginal note:Shareholder lists

  •  (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request.

  • Marginal note:Affidavit and contents

    (2) A request under subsection (1) must be accompanied by an affidavit containing

    • (a) the name and address of the applicant,

    • (b) the name and address for service of the entity, if the applicant is an entity, and

    • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 265,

    and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

  • Marginal note:Entitlement to list

    (3) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives are — or if the company is a distributing company, any person is — entitled to a basic list of shareholders of the company.

  • Marginal note:Basic list of shareholders

    (4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

    • (a) the names of the shareholders of the company;

    • (b) the number of shares owned by each shareholder; and

    • (c) the address of each shareholder as shown in the records of the company.

  • Marginal note:Supplemental lists

    (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

  • Marginal note:When supplemental lists to be furnished

    (6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5)

    • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

    • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

  • 1991, c. 47, s. 263
  • 2005, c. 54, s. 266

Marginal note:Option holders

 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.

Marginal note:Use of shareholder list

 A list of shareholders obtained under section 263 shall not be used by any person except in connection with

  • (a) an effort to influence the voting of shareholders of the company;

  • (b) an offer to acquire shares of the company; or

  • (c) any other matter relating to the affairs of the company.

Marginal note:Form of records

  •  (1) A register or other record required or authorized by this Act to be prepared and maintained by a company

    • (a) may be in a bound or loose-leaf form or in a photographic film form; or

    • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

  • Marginal note:Conversion of records

    (2) Registers and records maintained in one form may be converted to any other form.

  • Marginal note:Destruction of converted records

    (3) Notwithstanding section 269, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

 A 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 Act to be prepared and maintained.

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 a company to maintain, in another country, copies of records referred to in section 261 or of its central securities register or for a 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 a company to do any of those activities in another country — the Superintendent shall direct the 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 a company referred to in subsection 262(3.1) or 274(3) maintains records referred to in section 261 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 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 company not to maintain a copy of those records or register in Canada.

  • Marginal note:Company to comply

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

  • 1991, c. 47, s. 268
  • 2001, c. 9, s. 396
  • 2005, c. 54, s. 267
  • 2007, c. 6, s. 212
  • 2020, c. 1, s. 173

Marginal note:Retention of records

 A company shall retain

  • (a) the records of the company referred to in subsection 261(1);

  • (b) any record of the company referred to in paragraph 261(2)(a) or (b); and

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

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a 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 268(1.1)(a).

DIVISION VSecurities Registers

Marginal note:Central securities register

  •  (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 85, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Former-Act and continued companies

    (2) For the purposes of subsection (1), central securities register includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance, amalgamation or coming into force of this section, as the case may be.

  • Marginal note:Access to central securities register

    (3) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives may examine the central securities register during the usual business hours of the company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the company and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 265. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplementary information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A company or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 1991, c. 47, s. 271
  • 2001, c. 9, s. 397
  • 2005, c. 54, s. 268

Marginal note:Branch registers

 A company may establish as many branch securities registers as it considers necessary.

Marginal note:Agents

 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.

Marginal note:Location of central securities register

  •  (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.

  • Marginal note:Exception

    (3) Subject to subsection 268(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

Marginal note:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

 
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