Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

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

Act current to 2022-06-20 and last amended on 2021-06-30. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 4Fundamental Changes (continued)

Marginal note:Separate resolutions

 A proposed addition or amendment to the by-laws referred to in subsection 852(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.

  • 2001, c. 9, s. 465

Marginal note:Revoking resolution

 Where a special resolution referred to in subsection 851(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.

  • 2001, c. 9, s. 465

Marginal note:Proposal to amend

  •  (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of an insurance holding company may, in accordance with sections 770 and 771, make a proposal to make an application referred to in section 849 or to make, amend or repeal the by-laws referred to in subsection 851(1) of the insurance holding company.

  • Marginal note:Notice of amendment

    (2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of an insurance holding company to effect any of the changes referred to in subsection 851(1) is to be considered must set out the proposal.

  • 2001, c. 9, s. 465

Marginal note:Rights preserved

 No amendment to the incorporating instrument or by-laws of an insurance holding company affects an existing cause of action or claim or liability to prosecution in favour of or against the insurance holding company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the insurance holding company or any of its directors or officers are a party.

  • 2001, c. 9, s. 465
Amalgamation

Marginal note:Application to amalgamate

 On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including a company or an insurance holding company but not including a mutual company or a federal credit union, the Minister may issue letters patent amalgamating and continuing the applicants as one insurance holding company.

  • 2001, c. 9, s. 465
  • 2010, c. 12, s. 2121

Marginal note:Amalgamation agreement

  •  (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.

  • Marginal note:Contents of agreement

    (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,

    • (a) the name of the amalgamated insurance holding company and the province in which its head office is to be situated;

    • (b) the name and place of ordinary residence of each proposed director of the amalgamated insurance holding company;

    • (c) the manner in which any shares of each applicant are to be converted into shares or other securities of the amalgamated insurance holding company;

    • (d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated insurance holding company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated insurance holding company;

    • (e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated insurance holding company or of any other body corporate that are to be issued in the amalgamation;

    • (f) the proposed by-laws of the amalgamated insurance holding company;

    • (g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated insurance holding company; and

    • (h) the proposed effective date of the amalgamation.

  • Marginal note:Cross ownership of shares

    (3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated insurance holding company.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 341

Marginal note:Approval of agreement by Superintendent

 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 860(4) by the shareholders of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.

  • 2001, c. 9, s. 465
  • 2007, c. 6, s. 320

Marginal note:Approval by shareholders

  •  (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares.

  • Marginal note:Right to vote

    (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

  • Marginal note:Separate vote for class or series

    (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

  • Marginal note:Special resolution

    (4) Subject to subsection (3), an amalgamation agreement is approved when it has been approved by special resolution by the shareholders of each applicant body corporate.

  • Marginal note:Termination

    (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders of all or any of the applicant bodies corporate.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 342

Marginal note:Vertical short-form amalgamation

  •  (1) An insurance holding company may, without complying with sections 858 to 860, amalgamate with one or more bodies corporate that

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

    • (b) are wholly-owned subsidiaries of the insurance holding company

    if

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

    • (d) 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 insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company that is the holding body corporate, and

      • (iii) no securities will be issued by the amalgamated insurance holding 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, and

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

    may amalgamate and continue as one insurance holding company without complying with sections 858 to 860 if

    • (c) at least one of the applicants is an insurance holding company,

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

    • (e) the resolutions provide that

      • (i) the shares of all applicants, except those of one of the applicants that is an insurance holding 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 insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company whose shares are not cancelled, and

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

  • 2001, c. 9, s. 465

Marginal note:Joint application to Minister

  •  (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 860(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 860(4) or the approval of the directors in accordance with subsection 861(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one insurance holding company.

  • Marginal note:Conditions precedent to application

    (2) No application for the issue of letters patent under subsection (1) may be made unless

    • (a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and

    • (b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations.

  • Marginal note:Application of sections 709 to 711

    (3) Where two or more bodies corporate, none of which is an insurance holding company, apply for letters patent under subsection (1), sections 709 to 711 apply in respect of the application with such modifications as the circumstances require.

  • Marginal note:Matters for consideration

    (4) Before issuing letters patent of amalgamation continuing the applicants as one insurance holding company, the Minister shall take into account all matters that the Minister considers relevant to the application, including

    • (a) the sources of continuing financial support for any company that will be a subsidiary of the amalgamated insurance holding company;

    • (b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of any company that will be a subsidiary of the amalgamated insurance holding company;

    • (c) the business record and experience of the applicants;

    • (d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;

    • (e) whether the amalgamated insurance holding company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

    • (f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses;

    • (g) if the insurance holding company is an insurance holding company in respect of which subsection 927(5) applies or an insurance holding company in respect of which subsection 927(6) applied at any time, the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the amalgamated insurance holding company and its affiliates may affect the supervision and regulation of any company that will be its subsidiary, having regard to

      • (i) the nature and extent of the proposed financial services activities to be carried out by the affiliates of the amalgamated insurance holding company, and

      • (ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the amalgamated insurance holding company;

      and

    • (h) the best interests of the financial system in Canada.

  • Marginal note:Restriction

    (5) The Minister may not, before January 1, 2002, issue letters patent under section 863 amalgamating a converted company in respect of which subsection 407(4) or (11) applies, a company to which subsection 407(5) or (12) applies or an insurance holding company to which subsection 407(6) or (13) applies with any other body corporate.

  • Marginal note:Restriction

    (6) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, or a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies, the Minister may not issue the letters patent of amalgamation unless the amalgamated insurance holding company is widely held.

  • Marginal note:Deeming

    (7) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies and the letters patent of amalgamation are issued, the amalgamated insurance holding company is deemed to be an insurance holding company in respect of which subsection 927(4) applies.

  • 2001, c. 9, s. 465

Marginal note:Issue of letters patent

  •  (1) Where an application has been made to the Minister in accordance with section 862, the Minister may issue letters patent of amalgamation continuing the applicants as one insurance holding company.

  • Marginal note:Letters patent

    (2) Where letters patent are issued pursuant to this section, section 713 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

  • Marginal note:Publication of notice

    (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

  • 2001, c. 9, s. 465

Marginal note:Court enforcement

  •  (1) If an insurance holding company, or any director, officer, employee or agent of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

  • Marginal note:Appeal

    (2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

  • 2001, c. 9, s. 465

Marginal note:Effect of letters patent

  •  (1) On the day provided for in the letters patent issued under section 863,

    • (a) the amalgamation of the applicants and their continuance as one insurance holding company become effective;

    • (b) the property of each applicant continues to be the property of the amalgamated insurance holding company;

    • (c) the amalgamated insurance holding company continues to be liable for the obligations of each applicant;

    • (d) any existing cause of action, claim or liability to prosecution is unaffected;

    • (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated insurance holding company;

    • (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated insurance holding company;

    • (g) if any director or officer of an applicant continues as a director or officer of the amalgamated insurance holding company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated insurance holding company; and

    • (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated insurance holding company.

  • Marginal note:Minutes

    (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated insurance holding company.

  • 2001, c. 9, s. 465
 
Date modified: