GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 705
No constructive notice 705 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning an insurance holding company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the insurance holding company. 1991, c. 47, s. 705; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 706
Authority of directors, officers and representatives 706 (1) No insurance holding company and no guarantor of an obligation of an insurance holding company may assert against a person dealing with the insurance holding company or against a person who has acquired rights from the insurance holding company that (a) the insurance holding company’s incorporating instrument or any by-laws of the insurance holding company have not been complied with; (b) the persons named as directors of the insurance holding company in the most recent return sent to the Superintendent under section 994 are not the directors of the insurance holding company; (c) the place named in the incorporating instrument or by-laws of the insurance holding company is not the place where the head office of the insurance holding company is situated; (d) a person held out by the insurance holding company as a director, officer or representative of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine. Exception — knowledge (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the insurance holding company. 1991, c. 47, s. 706; 1997, c. 15, s. 331; 2000, c. 12, s. 157; 2001, c. 9, s. 465; 2005, c. 54, s. 304
Insurance Companies Act — I-11.8 707
Sunset provision 707 (1) Subject to subsections (2) and (4), insurance holding companies shall not carry on business after June 30, 2033. 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. 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 . 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. 1991, c. 47, s. 707; 1997, c. 15, s. 332; 2001, c. 9, s. 465; 2006, c. 4, s. 201.1; 2007, c. 6, s. 310; 2012, c. 5, s. 154; 2016, c. 7, s. 121; 2018, c. 12, s. 358 2021, c. 23, s. 157 2024, c. 17, s. 407 2026, c. 3, s. 251
Insurance Companies Act — I-11.8 708
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. 1991, c. 47, s. 708; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 709
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. 1991, c. 47, s. 709; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 710
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. Part XII of the Bank Act (2) Nothing in subsection (1) affects the operation of Part XII of the Bank Act . 1991, c. 47, s. 710; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 711
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. 1991, c. 47, s. 711; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 712
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. 1991, c. 47, s. 712; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 713
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. 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. 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. 1991, c. 47, s. 713; 2001, c. 9, s. 465; 2005, c. 54, s. 305
Insurance Companies Act — I-11.8 714
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. 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. 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. 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. 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. 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. 1991, c. 47, s. 714; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 715
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. 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). 1991, c. 47, s. 715; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 716
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. 1991, c. 47, s. 716; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 717
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. 1991, c. 47, s. 717; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 718
Effect of letters patent 718 An insurance holding company comes into existence on the date provided therefor in its letters patent. 1991, c. 47, s. 718; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 719
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. 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. 1991, c. 47, s. 719; 2001, c. 9, s. 465; 2010, c. 12, s. 2120
Insurance Companies Act — I-11.8 720
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. 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. Copy of special resolution (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application. 1991, c. 47, s. 720; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 721
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. 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. 1991, c. 47, s. 721; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 722
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. 1991, c. 47, s. 722; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 723
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. 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. 1991, c. 47, s. 723; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 724
Effects of continuance 724 Where a body corporate is continued as an insurance holding company under this Part, (a) the property of the body corporate continues to be the property of the insurance holding company; (b) the insurance holding company continues to be liable for the obligations of the body corporate; (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the insurance holding company; (e) a conviction against, or any ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the insurance holding company; (f) a person who, on the day the body corporate becomes an insurance holding company, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it, but any such right or privilege may be exercised only in accordance with this Act; and (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the insurance holding company. 1991, c. 47, s. 724; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 726
Transferring to other Acts 726 (1) An insurance holding company may apply to be continued only as a body corporate under any other Act of Parliament or any Act of the legislature of a province, and it may do so only with the approval in writing of the Minister. Conditions for approval (2) No approval referred to in subsection (1) may be given to an insurance holding company unless the Minister is satisfied that the application of the insurance holding company has been authorized by a special resolution. 1991, c. 47, s. 726; 2001, c. 9, s. 465; 2007, c. 6, s. 312
Insurance Companies Act — I-11.8 727
Meaning of insurance holding company without a life company subsidiary 727 (1) For the purpose of this section, insurance holding company without a life company subsidiary means an insurance holding company that does not, at any time within one year after it came into existence, have a subsidiary that is a life company or that does not, for a period of one year, have a subsidiary that is a life company. Obligation to apply (2) An insurance holding company without a life company subsidiary must, within thirty days after becoming an insurance holding company without a life company subsidiary, apply to be continued under subsection 726(1). Cessation of existence (3) Except for the sole purpose of winding up its affairs, an insurance holding company without a life company subsidiary that has no other subsidiary that fails to make an application under subsection (2) within the time provided for in that subsection ceases to exist on the expiration of that period. 1991, c. 47, s. 727; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 728
Act ceases to apply 728 On the day specified by the Minister, this Act ceases to apply to the body corporate continued under the other Act of Parliament or under the Act of the legislature of a province. 1991, c. 47, s. 728; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 729
Withdrawing application 729 Where a special resolution authorizing the application under subsection 726(1) so states, the directors of an insurance holding company may, without further approval of the shareholders, withdraw the application before it is acted on. 1991, c. 47, s. 729; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 730
Prohibited names 730 An insurance holding company may not be incorporated under this Part 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 a company or society or a proposed company or society or under section 734 for another insurance holding company or a proposed insurance holding company. 1991, c. 47, s. 730; 2001, c. 9, s. 465 2014, c. 20, s. 366(E)
Insurance Companies Act — I-11.8 731
Affiliated insurance holding company 731 Despite section 730 and subject to section 732, an insurance holding company that is affiliated with another entity may, with the consent of that entity, (a) be incorporated with, or change its name to, substantially the same name as that of the affiliated entity; or (b) subject to any terms and conditions that may be prescribed, carry on business under or identify itself by a name, other than its corporate name, that is substantially the same as the corporate name of the affiliated entity or that is another name under which or with which the affiliated entity carries on business or otherwise identifies itself. 1991, c. 47, s. 731; 2001, c. 9, s. 465; 2007, c. 6, s. 313
Insurance Companies Act — I-11.8 732
Restriction 732 An insurance holding company may not be incorporated or continued with, or change its name to or carry on business or identify itself by, a name that is substantially the same as that of a company unless the name contains words that, in the opinion of the Superintendent, indicate to the public that the insurance holding company is distinct from any company that is a subsidiary of the insurance holding company. 1991, c. 47, s. 732; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 733
French or English form of name 733 (1) The name of an insurance holding company 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 insurance holding company may use and be legally designated by any such form. Mandatory abbreviation (2) Despite any other provision of this Act and subject to the regulations, every insurance holding company shall have as part of its name, the abbreviations “ihc” or “spa”. Alternate name (3) An insurance holding company may identify itself outside Canada by its name in any language and the insurance holding company may use and be legally designated by any such form of its name outside Canada. Other name (4) Subject to subsection (5) and section 880, an insurance holding company may carry on business under or identify itself by a name other than its corporate name. Directions (5) If an insurance holding company is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the insurance holding company 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 730(a) to (e). Regulations (6) The Governor in Council may make regulations respecting the use of the abbreviations “ihc” or “spa” in the name of insurance holding companies. 1991, c. 47, s. 733; 2001, c. 9, s. 465