Insurance Companies Act

Marginal note:Restricted transactions

• 254 (1) Except in accordance with this section or an order made under subsection 678.5(1), a company or society shall not

  • (a) transfer all or any portion of its policies or cause itself to be reinsured against all or any portion of the risks undertaken by it;

  • (b) purchase or reinsure all or any portion of the policies of any body corporate; or

  • (c) sell all or substantially all of its assets.

• Marginal note:Approval of the Minister

  (2) A company or society may, with the approval of the Minister,

  • (a) transfer all or any portion of its policies to, or cause itself to be reinsured against all or any portion of the risks undertaken by it by, any company, society or foreign company that is authorized to transact the classes of insurance to be so transferred or reinsured;

  • (a.1) cause itself to be reinsured, on an indemnity basis, against all or any portion of the risks undertaken by it by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured;

  • (a.2) transfer all or any portion of its policies to any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance being transferred;

  • (a.3) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken by it by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with

    • (i) the appropriate official or public body responsible for the supervision of the body corporate,

    • (ii) the body corporate, or

    • (iii) the appropriate official or public body and the body corporate;

  • (b) transfer all or any portion of its policies, other than its policies in Canada, to any other body corporate or cause itself to be reinsured by any other body corporate against all or any portion of the risks undertaken by it, other than risks in respect of its policies in Canada;

  • (c) purchase or reinsure all or any portion of the policies of any body corporate; or

  • (d) sell all or substantially all of its assets.

• Marginal note:Prescribed transactions

  (2.1) The Minister’s approval is not required for a transaction described in subsection (2) if it is a prescribed transaction or a transaction in a prescribed class of transactions.

• Marginal note:Procedure

  (3) Before any application is made for the approval of the Minister under subsection (2), a notice of intention to make the application shall be published

  • (a) in the Canada Gazette, and

  • (b) in a newspaper in general circulation in the place where the head office of the company or society is situated,

  stating the day on or after which the application will be made, that day being at least thirty days after the date of publication of the notice.

• Marginal note:Information

  (4) Where a company or society publishes a notice referred to in subsection (3), the Superintendent may direct the company or society to provide its shareholders, policyholders and members with such information as the Superintendent may require.

• Marginal note:Inspection

  (5) Where a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least thirty days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.

• Marginal note:Superintendent may shorten periods

  (6) Where the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister is asked to approve, the Superintendent may shorten the periods of thirty days referred to in subsections (3) and (5).