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

Marginal note:Power to issue shares

• 742. (1) Subject to this Part and the by-laws of the insurance holding company, shares of an insurance holding company may be issued at such times and to such persons and for such consideration as the directors of the insurance holding company may determine.

• Marginal note:Shares

  (2) Shares of an insurance holding company shall be in registered form and shall be without nominal or par value.

• Marginal note:Shares of continued insurance holding company

  (3) If a body corporate is continued as an insurance holding company under this Part, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value.

• Marginal note:Deemed share conditions

  (4) If any right of a holder of a share with nominal or par value of a body corporate continued as an insurance holding company under this Part, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the continuance under this Part that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.

Marginal note:Common shares

• 743. (1) An insurance holding company shall have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders thereof are equal in all respects, and those rights include

  • (a) the right to vote at all meetings of shareholders except where only holders of a specified class of shares are entitled to vote;

  • (b) the right to receive dividends declared on those shares; and

  • (c) the right to receive the remaining property of the insurance holding company on dissolution.

• Marginal note:Designations of shares

  (2) No insurance holding company shall designate more than one class of its shares as “common shares” or any variation of that term.

• Marginal note:Continued insurance holding company

  (3) A body corporate continued as an insurance holding company under this Part that is not in compliance with subsection (2) on the date letters patent continuing it as an insurance holding company are issued shall, within twelve months after that date, redesignate its shares to comply with that subsection.

Marginal note:Classes of shares

• 744. (1) The by-laws of an insurance holding company may provide for more than one class of shares and, if they so provide, shall set out

  • (a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and

  • (b) the maximum number, if any, of shares of any class that the insurance holding company is authorized to issue.

• Marginal note:Shareholder approval

  (2) Where a by-law referred to in subsection (1) is made, the directors of the insurance holding company shall submit the by-law to the shareholders at the next meeting of shareholders.

• Marginal note:Effective date

  (3) A by-law referred to in subsection (1) is not effective until it is confirmed or confirmed with amendments by special resolution of the shareholders at the meeting referred to in subsection (2).