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) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken under its policies; or

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

  • (c) [Repealed, 2007, c. 6, s. 207]

• Marginal note:Approval of the Minister

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

  • (a) cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, by one or more of the following entities:

    • (i) a company or society,

    • (ii) a foreign company that, in Canada, reinsures those risks,

    • (iii) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate, or

    • (iv) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society; or

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

• Marginal note:Approval of the Superintendent

  (2.01) A company or society may, with the approval of the Superintendent, cause itself to be reinsured, on an assumption basis, against less than substantially all of the risks undertaken under its policies, by one or more of the following entities:

  • (a) a company or society;

  • (b) a foreign company that, in Canada, reinsures those risks;

  • (c) a body corporate incorporated or formed by or under the laws of a province, if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with either or both of the body corporate and the appropriate official or public body responsible for the supervision of the body corporate; or

  • (d) an entity that is authorized to reinsure those risks, if the risks were undertaken outside Canada by the company or society.

• Marginal note:Prescribed transactions

  (2.1) The approval of the Minister or Superintendent is not required for a prescribed transaction or a transaction in a prescribed class of transactions.

• Marginal note:Procedure

  (3) The company or society must, at least 30 days before it applies for the Minister’s or Superintendent’s approval, publish a notice 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 stating the day on or after which it will apply.

• 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:Report of independent actuary

  (4.1) An application for approval under paragraph (2)(a) must, if the Superintendent so requires, be accompanied by the report of an independent actuary on the proposed reinsurance agreement.

• Marginal note:Inspection

  (5) If a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister or Superintendent is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least 30 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) If 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 or the Superintendent is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (3) and (5).