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

Marginal note:Sunset provision

• 707 (1) Subject to subsections (2) and (4), insurance holding companies shall not carry on business after June 30, 2025.

• Marginal note:Extension

  (2) The Governor in Council may, by order, extend by up to six months the time during which insurance holding companies may continue to carry on business. No more than one order may be made under this subsection.

• Marginal note:Order not a regulation

  (3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

• Marginal note:Exception — dissolution

  (4) If Parliament dissolves on the day set out in subsection (1) or on any day within the six-month period before that day or on any day within an extension ordered under subsection (2), insurance holding companies may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament.

DIVISION 3Incorporation, Continuance and Discontinuance

Formalities of Incorporation

Marginal note:Incorporation of insurance holding company

708 On the application of one or more persons made in accordance with this Part, the Minister may, subject to this Division, issue letters patent incorporating an insurance holding company.

Marginal note:Restrictions on incorporation

709 Letters patent incorporating an insurance holding company may not be issued if the application therefor is made by or on behalf of

• (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;

• (b) the government of a foreign country or any political subdivision thereof;

• (c) an agency of the government of a foreign country or any political subdivision thereof; or

• (d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.

Marginal note:National treatment

• 710 (1) If a proposed insurance holding company would be a subsidiary of a foreign institution that is engaged in the insurance business, letters patent to incorporate the insurance holding company may not be issued unless the Minister is satisfied that, if the application is made by a non-WTO Member foreign institution, treatment as favourable for insurance holding companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.

• Marginal note:Part XII of the Bank Act

  (2) Nothing in subsection (1) affects the operation of Part XII of the Bank Act.

Marginal note:Application for incorporation

711 An application for letters patent to incorporate an insurance holding company setting out the names of the first directors of the insurance holding company shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.

Marginal note:Matters for consideration

712 Before issuing letters patent to incorporate an insurance holding company, the Minister shall take into account all matters that the Minister considers relevant to the application, including

• (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company that is proposed to be its subsidiary;

• (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company that is proposed to be its subsidiary;

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

• (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

• (e) whether the 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 businesses and operations of the applicant or applicants with those of the insurance holding company and its affiliates on the conduct of those businesses and operations; and

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

Marginal note:Contents of letters patent

• 713 (1) There shall be set out in the letters patent incorporating an insurance holding company

  • (a) the name of the insurance holding company;

  • (b) the province in which the head office of the insurance holding company is to be situated; and

  • (c) the date that the insurance holding company came, or is to come, into existence.

• Marginal note:Provisions in letters patent

  (2) The Minister may set out in the letters patent incorporating an insurance holding company any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed insurance holding company.

• Marginal note:Terms and conditions

  (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating an insurance holding company as the Minister considers necessary or appropriate.

Marginal note:Letters patent of incorporation on application of life company

• 714 (1) If the Minister, under section 708, issues letters patent incorporating an insurance holding company on the application of a life company, including a converted company, there may, on the request of the company, and with the approval of the Minister, be included in the letters patent of incorporation of the insurance holding company a provision deeming shares of the insurance holding company to be issued, on a share for share basis, to all shareholders of the company in exchange for all the issued and outstanding shares of the company.

• Marginal note:Effect of provision

  (2) Shares of an insurance holding 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 company for which they are exchanged and the shares of the company, on the issuance of the letters patent, become the property of the insurance holding company free and clear of any charge, encumbrance or other restriction.

• Marginal note:Effect of provision

  (3) An exchange of shares of a company referred to in subsection (1) under a provision included in the letters patent incorporating an insurance holding company does not deprive a person who was a holder of shares of the 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 an insurance holding company that is deemed to be issued under a provision included in the letters patent incorporating an insurance holding 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 708 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 the policyholders of the 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 an insurance holding company, a share exchange is deemed to have taken place, the insurance holding company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the insurance holding company and for the exchange of those certificates for share certificates representing the shares of the company that were outstanding on the effective date of the letters patent.

Marginal note:Proposal involving fundamental change

• 715 (1) On application, made in accordance with the regulations, by a life company, including a converted company, to give effect to a proposal to incorporate an insurance holding company as the holding body corporate of the company, to continue a body corporate as an insurance holding company of the company or to amalgamate two or more bodies corporate and continue those bodies corporate as an insurance holding company of the company — and to make any other fundamental change to the company, including an exchange of any or all of the shares of the company for shares of the insurance holding company —, the Minister may, to give effect to the proposal,

  • (a) include in the letters patent of the insurance holding company issued under section 708, 721 or 863 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 the 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, and 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

716 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating an insurance holding company.

Marginal note:First directors

717 The first directors of an insurance holding company are the directors named in the application for letters patent to incorporate the insurance holding company.

Marginal note:Effect of letters patent

718 An insurance holding company comes into existence on the date provided therefor in its letters patent.

Continuance

Marginal note:Federal corporations

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

• 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 an insurance holding company under this Part.

Marginal note:Application for continuance

• 720 (1) Where a body corporate applies for letters patent under subsection 719(1) or (2), sections 709 to 712 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 719(1) or (2), 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

• 721 (1) On the application of a body corporate under subsection 719(1) or (2), the Minister may, subject to this Division, issue letters patent continuing the body corporate as an insurance holding company under this Part.

• Marginal note:Issue of letters patent

  (2) Section 713 applies in respect of the issue of letters patent under subsection (1), with such modifications as the circumstances require.

Marginal note:Effect of letters patent

722 On the day set out in the letters patent continuing a body corporate as an insurance holding company under subsection 721(1),

• (a) the body corporate becomes an insurance holding company as if it had been incorporated under this Part; and

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

Marginal note:Copy of letters patent

• 723 (1) Where a body corporate is continued as an insurance holding company 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 Part.

• 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 an insurance holding company under this Part.