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

Marginal note:Act ceases to apply

40 If a company or society applies for a certificate or letters patent referred to in section 39 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company or society as of the day the certificate or the letters patent take effect.

41 [Repealed, 2001, c. 9, s. 358]

Corporate Name

Marginal note:Prohibited names

• 42 (1) A company or society may not be incorporated under this Act with a name

  • (a) that is prohibited by an Act of Parliament;

  • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

  • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

    • (i) trademark or trade name, or

    • (ii) corporate name of a body corporate,

    except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

  • (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

  • (e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company.

• Marginal note:Exception

  (2) Paragraph (1)(a) does not apply with respect to any former-Act company or former-Act society incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

Marginal note:Affiliated company or society

43 Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

Marginal note:French or English form of name

• 44 (1) The name of a company or society may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the company or society may use and be legally designated by any such form.

• Marginal note:Alternate name

  (2) A company or society may identify itself outside Canada by its name in any language and the company or society may use and be legally designated by any such form of its name outside Canada.

• Marginal note:Other name

  (3) Subject to subsection (4) and section 278, a company or society may carry on business under or identify itself by a name other than its corporate name.

• Marginal note:Directions

  (4) Where a company or society is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company or society not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 42(1)(a) to (e).

Marginal note:Reserved name

45 The Superintendent may, on request, reserve for ninety days a name for a proposed company or society or for a company or society that intends to change its name.

Marginal note:Directing change of name

• 46 (1) If through inadvertence or otherwise a company or society

  • (a) comes into existence or is continued with a name, or

  • (b) on an application to change its name, is granted a name

  that is prohibited by section 42, the Superintendent may, by order, direct the company or society to change its name and the company or society shall comply with that direction.

• Marginal note:Revoking name

  (2) If a company or society has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company or society and assign to it a name and, until changed in accordance with section 224, 238 or 544.1, the name of the company or society is thereafter the name so assigned.

Marginal note:Restriction on use of name

• 47 (1) No entity incorporated or formed by or under an Act of Parliament shall use the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

• Marginal note:Exceptions

  (2) Subsection (1) does not apply to

  • (a) a company or society;

  • (a.1) an insurance holding company;

  • (b) an entity the business of which is not financial activities;

  • (c) an entity that is primarily engaged in insurance brokerage or insurance agency services; or

  • (d) an entity that was, on the day immediately preceding the day on which that subsection comes into force, using the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

Marginal note:Subsidiaries

48 Despite subsection 47(1), a subsidiary of a company or society may use the company’s or society’s name in its name.

Definition of reserved name

• 48.1 (1) In this section, reserved name means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

• Marginal note:Termination of control required in certain cases

  (2) No person, other than a financial institution, who

  • (a) is carrying on business in Canada under a reserved name, and

  • (b) has control or acquires control of a company,

  shall control the company on the later of

  • (c) one year after this section comes into force, and

  • (d) one year after the date of acquisition of the control.

• Marginal note:Prohibition

  (3) No person, other than a financial institution, who

  • (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

  • (b) has control or acquires control of a company,

  shall control the company on the later of

  • (c) one year after this section comes into force, and

  • (d) one year after the date of the acquisition of the control.

• Marginal note:Continuing control prohibited

  (4) Notwithstanding subsection (3), where a financial institution controls an entity that

  • (a) is not a financial institution,

  • (b) carries on business in Canada under a reserved name, and

  • (c) has control or acquires control of a company,

  the entity shall not control the company on the later of

  • (d) one year after this section comes into force, and

  • (e) one year after the date on which the entity acquires control of the company.

• Marginal note:Exceptions

  (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force.

PART IVOrganization and Commencement

Organization Meetings

Marginal note:First directors’ meeting

• 49 (1) After letters patent incorporating a company or society are issued, a meeting of the directors of the company or society shall be held at which the directors shall appoint an actuary to be the actuary of the company or society and may, subject to this Part,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the company;

  • (d) appoint officers;

  • (e) appoint an auditor to hold office until the meeting called pursuant to subsection 50(1), (2) or (3);

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the company or society.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 190(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company or society.

Marginal note:Calling shareholders’ meeting

• 50 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company, other than a mutual company, in respect of which letters patent were issued under section 22 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company.

• Marginal note:Calling incorporators’ meeting

  (2) Where such amount as the Minister may specify has been received by a mutual company in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the mutual company shall forthwith call a meeting of the incorporators of the mutual company.

• Marginal note:Calling meeting of supreme governing body

  (3) Where such amount as the Minister may specify has been received by a society in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the society shall forthwith call a meeting of the supreme governing body of the society.

• Marginal note:Meeting of shareholders or incorporators

  (4) The shareholders or incorporators of a company or the supreme governing body of a society shall, by resolution at the meeting of shareholders or incorporators called pursuant to subsection (1), (2) or (3),

  • (a) approve, amend or reject any by-law made by the directors of the company or society;

  • (b) subject to section 176, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders and policyholders or members following the election; and

  • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders and policyholders or, in the case of a society, until the close of the first general meeting of members.

Marginal note:Term of first directors

51 A director named in the application for letters patent to incorporate a company or society holds office until the election of directors at the meeting of shareholders or incorporators or of the supreme governing body called pursuant to subsection 50(1), (2) or (3).

Commencement and Carrying on of Business

Marginal note:Order to commence and carry on business

• 52 (1) Subject to subsection (6), a company or society shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the company or society.

• Marginal note:Former-Act companies and societies

  (2) A certificate of registry issued to a company or society under Part III of the Canadian and British Insurance Companies Act, or any other authorization, that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) and the company or society remains subject to any and all other restrictions and conditions in the certificate.

• Marginal note:Continued company or society

  (3) Except in respect of a body corporate that is continued as a company or society under this Act for the purposes of amalgamating without delay with one or more bodies corporate and continuing as a company or society under this Act, where letters patent continuing a body corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society.

• Marginal note:Amalgamated company or society

  (4) Where letters patent amalgamating and continuing two or more bodies corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society.

• Marginal note:Subsection 53(2) and section 57 do not apply

  (5) For greater certainty, subsection 53(2) and section 57 do not apply in respect of a company or society referred to in subsections (3) and (4).

• Marginal note:Marine insurance

  (6) A company that is not a marine company may insure risks in the class of marine insurance without an order under subsection (1).

• Marginal note:Transitional

  (7) Every former-Act company and former-Act society that deposited securities with the Receiver General pursuant to section 76 or 82 of the Canadian and British Insurance Companies Act shall apply for the return of those securities within such period following the coming into force of this section as may be fixed by order of the Governor in Council.

Marginal note:Authority to make order

• 53 (1) On application by a company or society, the Superintendent may make an order approving the commencement and carrying on of business by the company or society.

• Marginal note:Statement of payments

  (2) An application by a company or society for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the company or society in connection with its incorporation and organization.