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

Marginal note:Letters patent of incorporation on application of converted companies

• 28.1 (1) If the Minister, under section 22, issues letters patent incorporating a company on the application of a converted company in respect of which subsection 407(4) or (11) applies or applied at any time, the Minister may include in the letters patent of incorporation of the company a provision deeming shares of the company to be issued, on a share for share basis, to all shareholders of the converted company in exchange for all the issued and outstanding shares of the converted company.

• Marginal note:Effect of provision

  (2) Shares of a company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the converted company for which they are exchanged and the shares of the converted company, on the issuance of the letters patent, become the property of the company free and clear of any charge, encumbrance or other restriction.

• Marginal note:Effect of provision

  (3) An exchange of shares of a converted company referred to in subsection (1) under a provision included in the letters patent incorporating a company does not deprive a person who was a holder of shares of the converted company immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act.

• Marginal note:Transfer and voting of company shares

  (4) Despite subsection (3), no share of a company that is deemed to be issued under a provision included in the letters patent incorporating a company may subsequently be transferred or voted contrary to this Act.

• Marginal note:Shareholder and policyholder approval

  (5) No provision described in subsection (1) may be included in letters patent issued under section 22 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders and policyholders of the converted company who are entitled to vote at a meeting of shareholders and policyholders called to consider the application.

• Marginal note:Exchange of share certificates

  (6) If, under a provision included in the letters patent incorporating a company, a share exchange is deemed to have taken place, the company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the company and for the exchange of those certificates for share certificates representing the shares of the converted company that were outstanding on the day the letters patent were issued.

Marginal note:Proposal involving fundamental change

• 28.2 (1) On application, made in accordance with the regulations, by a converted company in respect of which subsection 407(4) or (11) applies or applied at any time to give effect to a proposal to incorporate a company as the holding body corporate of the converted company, to continue a body corporate as a company that is the holding body corporate of the converted company or to amalgamate two or more bodies corporate and continue those bodies corporate as a company that is the holding body corporate of the converted company — and to make any other fundamental change to the converted company, including an exchange of any or all of the shares of the converted company for shares of the company —, the Minister may, to give effect to the proposal,

  • (a) include in the letters patent of the company issued under section 22, 34 or 251 any provision the Minister considers necessary; or

  • (b) despite any provision of the Act specified in regulations made under paragraph (2)(e), give any approval that the Minister considers necessary.

• Marginal note:Regulations

  (2) The Governor in Council may make regulations

  • (a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the Superintendent to require additional information in respect of such applications;

  • (b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur;

  • (c) respecting the procedures to be followed by a converted company that makes an application under subsection (1);

  • (d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and policyholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and

  • (e) specifying provisions of the Act for the purpose of paragraph (1)(b).

Marginal note:Notice of issue of letters patent

29 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company or society.

Marginal note:First directors

30 The first directors of a company or society are the directors named in the application for letters patent to incorporate the company or society.

Marginal note:Effect of letters patent

31 A company or society comes into existence on the date provided therefor in its letters patent.

Continuance

Marginal note:Federal corporations

• 32 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company but not including a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.

• Marginal note:Other corporations

  (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a company under this Act.

• Marginal note:Fraternal benefit societies

  (3) A fraternal benefit society incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the fraternal benefit society as a society.

Marginal note:Application for continuance

• 33 (1) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), sections 23 to 27 apply in respect of the application, with such modifications as the circumstances require.

• Marginal note:Special resolution approval

  (2) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), the application must be duly authorized by a special resolution.

• Marginal note:Copy of special resolution

  (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application.

Marginal note:Power to issue letters patent

• 34 (1) On the application of a body corporate under subsection 32(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act.

• Marginal note:Power to issue letters patent to fraternal benefit society

  (2) On the application of a fraternal benefit society under subsection 32(3), the Minister may, subject to this Part, issue letters patent continuing the fraternal benefit society as a society.

• Marginal note:Issue of letters patent

  (3) Section 28 applies in respect of the issue of letters patent under subsection (1) or (2), with such modifications as the circumstances require.

Marginal note:Effect of letters patent

• 35 (1) On the day set out in the letters patent continuing a body corporate as a company under subsection 34(1),

  • (a) the body corporate becomes a company as if it had been incorporated under this Act; and

  • (b) the letters patent are deemed to be the incorporating instrument of the continued company.

• Marginal note:Effect of letters patent — society

  (2) On the day set out in the letters patent continuing a fraternal benefit society as a society under subsection 34(2),

  • (a) the fraternal benefit society becomes a society as if it had been incorporated under this Act; and

  • (b) the letters patent are deemed to be the incorporating instrument of the continued society.

Marginal note:Copy of letters patent

• 36 (1) Where a body corporate is continued as a company or society under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.

• Marginal note:Notice of issuance of letters patent

  (2) The Superintendent shall publish in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company or society under this Act.

Marginal note:Effects of continuance

37 Where a body corporate is continued as a company or society under this Part,

• (a) the property of the body corporate continues to be the property of the company or society;

• (b) the company or society continues to be liable for the obligations of the body corporate;

• (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

• (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company or society;

• (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company or society;

• (f) a person who, on the day the body corporate becomes a company or society, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it, but any such right or privilege may be exercised only in accordance with this Act; and

• (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company or society.

Marginal note:Transitional

• 38 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to a company or society in respect of which letters patent were issued under subsection 34(1) or (2) permission to

  • (a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that the body corporate continued as the company or society was engaging in at the time the application for the letters patent was made;

  • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

  • (c) [Repealed, 1994, c. 47, s. 119]

  • (d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by the body corporate continued as the company or society at the time the application for the letters patent was made;

  • (e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if the body corporate continued as the company or society was obliged, at the time the application for the letters patent was made, to acquire those assets; and

  • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

• Marginal note:Duration

  (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

  • (a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

  • (b) with respect to any matter described in paragraph (1)(b), ten years; and

  • (c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.

• Marginal note:Renewal

  (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Minister considers necessary.

• Marginal note:Limitation

  (4) The Minister shall not grant to a company or society any permission

  • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

  • (b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business.

Discontinuance

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).