Insurance Companies Act

Marginal note:Transferring to other federal Acts

• 39 (1) A company or society may

  • (a) apply, under the Bank Act, for letters patent continuing the company or society as a bank or a bank holding company under that Act, or amalgamating and continuing the company or society as a bank or a bank holding company under that Act;

  • (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act;

  • (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act;

  • (d) apply, under the Cooperative Credit Associations Act, for letters patent continuing the company or society as an association under that Act, or amalgamating and continuing the company or society as an association under that Act; or

  • (e) apply, under the Trust and Loan Companies Act, for letters patent continuing the company or society as a company under that Act, or amalgamating and continuing the company or society as a company under of that Act.

• Marginal note:Continuance under the Canada Not-for-profit Corporations Act

  (2) A society may also, with the approval in writing of the Minister, apply under the Canada Not-for-profit Corporations Act, for a certificate of continuance under that Act.

• Marginal note:Conditions for approval

  (3) The approval referred to in paragraph (1)(b) or (c) or subsection (2) may be given only if the Minister is satisfied that

  • (a) the company or society has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated, a notice of its intention to apply for the approval;

  • (b) the company or society has discharged, or provided for the discharge of, all its policy liabilities;

  • (c) the company or society will not, unless it is an entity referred to in paragraph 47(2)(b) or (c), use the word “assurance”, “assurances” or “insurance” in its name after the certificate or letters patent are issued in respect of the company or society; and

  • (d) the application has been authorized by a special resolution.

• Marginal note:Withdrawing application

  (4) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.

• Marginal note:Restriction on other transfers

  (5) A company or society may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1) or (2).