GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 414.1
Continuation of exemption 414.1 (1) Despite subsection 414(2), if an exemption order that was granted in respect of a company under subsection 414(3) as it read before the day on which this section comes into force provides that it expires if the holding body corporate ceases to comply with section 411, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section if the failure to comply is as a result of (a) a distribution to the public of voting shares of the holding body corporate; (b) a redemption or purchase of voting shares of the holding body corporate; (c) the exercise of any option to acquire voting shares of the holding body corporate; or (d) the conversion of any convertible securities into voting shares of the holding body corporate. Shares acquiring voting rights (2) Despite subsection 414(2), if as a result of an event that has occurred and is continuing shares of a holding body corporate referred to in subsection (1) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 411, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section or any later day that the Minister may by order specify. 2005, c. 54, s. 294
Insurance Companies Act — I-11.8 415
Exception 415 (1) Where a company fails to comply with section 411 as the result of (a) a distribution to the public of voting shares of the company, (b) a redemption or purchase of voting shares of the company, (c) the exercise of any option to acquire voting shares of the company, or (d) the conversion of any convertible securities into voting shares of the company, section 412 shall not apply in respect of that company until the expiration of six months after the day the company failed to comply with section 411. Shares acquiring voting rights (2) Where, as the result of an event that has occurred and is continuing, shares of a company acquire voting rights in such number as to cause the company to no longer be in compliance with section 411, section 412 shall not apply in respect of that company until the expiration of six months after the day the company ceased to be in compliance with section 411 or such later day as the Minister may, by order, specify. (3) and (4) [Repealed, 2005, c. 54, s. 295] Mutualization (5) Where the Minister approves a proposal to convert a company into a mutual company under section 226, section 412 does not apply in respect of the company until the expiration of the period that the Minister may fix. 1991, c. 47, s. 415; 2005, c. 54, s. 295
Insurance Companies Act — I-11.8 416
Acquisition of control permitted 416 (1) Subject to subsection (2) and sections 408 and 417, section 411 does not apply in respect of a company if a person acquires control of a company with equity of four billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person. Undertaking required (2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are (a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and (b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares. 1991, c. 47, s. 416; 2001, c. 9, s. 409; 2007, c. 6, s. 335 2026, c. 3, s. 295
Insurance Companies Act — I-11.8 417
Application of section 411 417 At the expiration of the period for compliance with an undertaking referred to in subsection 416(2), section 411 shall apply in respect of the company.
Insurance Companies Act — I-11.8 418
Restriction on voting rights 418 (1) If, with respect to any company, a particular person contravenes subsection 407(1), (4), (9), (11) or (15) or section 407.03, 407.1 or 407.2 or fails to comply with an undertaking referred to in subsection 416(2) or with any term or condition imposed under section 421, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights (a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or (b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights. Subsection (1) ceases to apply (2) Subsection (1) ceases to apply in respect of a person when, as the case may be, (a) the shares to which the contravention relates have been disposed of; (b) the person ceases to control the company within the meaning of paragraph 3(1)(d); (c) if the person failed to comply with an undertaking referred to in subsection 416(2), the company complies with section 411; or (d) if the person failed to comply with a term or condition imposed under section 421, the person complies with the term or condition. Saving (3) Despite subsection (1), if a person contravenes subsection 407(4) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the converted company beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the converted company, the Minister may, after consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the converted company beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares. Saving (4) Despite subsection (1), if a person contravenes subsection 407(9) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the company beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the company, the Minister may, after consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the company beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares. 1991, c. 47, s. 418; 1997, c. 15, s. 246; 2001, c. 9, s. 410
Insurance Companies Act — I-11.8 419
Application for approval 419 (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require. Applicant (2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons. 1991, c. 47, s. 419; 2001, c. 9, s. 411
Insurance Companies Act — I-11.8 421
Terms and conditions 421 The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act. 1991, c. 47, s. 421; 2001, c. 9, s. 413
Insurance Companies Act — I-11.8 422
Certifying receipt of application 422 (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent. Incomplete application (2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application. 1991, c. 47, s. 422; 2001, c. 9, s. 414
Insurance Companies Act — I-11.8 423
Notice of decision to applicant 423 (1) Subject to subsections (2) and (3) and 424(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 422(1), send to the applicant (a) a notice approving the transaction to which the application relates; or (b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter. Notice of decision (2) Subject to subsections (4) and 424(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 422(1) in the following cases: (a) the application involves the acquisition of control of a company; (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or (c) an application is made for the approval referred to in subsection 428(3). Extension of period for notice (3) Where the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall, (a) within that period, send a notice to that effect to the applicant; and (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant. Idem (4) Where the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days. 1991, c. 47, s. 423; 2012, c. 31, s. 136
Insurance Companies Act — I-11.8 424
Reasonable opportunity to make representations 424 (1) Where, after receipt of the notice referred to in paragraph 423(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter. Reasonable opportunity to make representations (2) If, after receipt of the notice sent in accordance with subsection 423(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter. 1991, c. 47, s. 424; 2012, c. 31, s. 137(E)
Insurance Companies Act — I-11.8 425
Notice of decision 425 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 424(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates. Idem (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 424(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the share transaction to which the application relates.
Insurance Companies Act — I-11.8 426
Deemed approval 426 Where the Minister does not send a notice under subsection 423(1) or (3) or 425(1) within the period provided for in those subsections, the Minister is deemed to have approved the share transaction to which the application relates.
Insurance Companies Act — I-11.8 427
Mutual company constraints 427 Subject to such regulations as the Governor in Council may make for the purpose, a mutual company may by by-law impose, change or remove restrictions on the issue, transfer or ownership of shares of any class issued under section 63, in order to prevent a person from having a significant interest in that class. 1991, c. 47, s. 427; 1994, c. 47, s. 124; 1996, c. 6, s. 77.1
Insurance Companies Act — I-11.8 428
Constraining registration — Crown and foreign governments 428 (1) No company shall record in its securities register a transfer or issue of any share of the company to (a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or (b) the government of a foreign country or any political subdivision thereof, or any agent or agency thereof. Exception (2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution. Exception (3) Despite subsection (1), a company may, with the Minister’s approval, record in its securities register the issue of any share of the company to an eligible agent. Application made jointly (4) The application for the approval referred to in subsection (3) must be made jointly by the company and the eligible agent. Matters for consideration (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 420(1)(a) to (h). Consequence of revocation of approval (6) If an approval referred to in subsection (3) is revoked, the company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent. Disposition of shareholdings (7) If a company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order. Representations (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction. Appeal (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 1020. 1991, c. 47, s. 428; 2012, c. 5, s. 127, c. 19, s. 341, c. 31, s. 138
Insurance Companies Act — I-11.8 430
430 (1) [Repealed, 1994, c. 47, s. 126] Suspension of voting rights held by governments (2) Notwithstanding section 152, where any voting shares of a company are beneficially owned by (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights, or (b) the government of a foreign country or any political subdivision thereof, or any agency thereof, no person shall, in person or by proxy, exercise the voting rights attached to those shares. Exception (2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (2) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution. Transitional (3) Subsection (2) does not apply in respect of a government or agency referred to in that subsection that, on September 27, 1990, beneficially owned shares of a former-Act company where the exercise of the voting rights attached to those shares was not prohibited under subsection 36(2) of the Canadian and British Insurance Companies Act , as that subsection read immediately prior to June 1, 1992. Transitional (4) Subsection (3) ceases to apply where a government or agency referred to in that subsection acquires beneficial ownership of any additional voting shares of the former-Act company in such number that the percentage of the voting rights attached to all of the voting shares of the former-Act company beneficially owned by the government or agency is greater than the percentage of the voting rights attached to all of the voting shares of the former-Act company that were beneficially owned by the government or agency on September 27, 1990. Exception — eligible agent (5) Subsection (2) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 428(3). Consequence of suspension of approval (6) If an approval referred to in subsection 428(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the company that is beneficially owned by the eligible agent. 1991, c. 47, s. 430; 1994, c. 47, s. 126; 2012, c. 5, s. 128, c. 19, s. 342, c. 31, s. 139
Insurance Companies Act — I-11.8 431 and 431.1
431 and 431.1 [Repealed, 1994, c. 47, s. 127]
Insurance Companies Act — I-11.8 432
Disposition of shareholdings 432 (1) If, with respect to any company, a person contravenes subsection 407(1), (4), (9), (11) or (15) or section 407.03, 407.1 or 407.2 or fails to comply with an undertaking referred to in subsection 416(2) or with any term or condition imposed under section 421, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order. Representations (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction. Appeal (3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020. (4) [Repealed, 2001, c. 9, s. 415] 1991, c. 47, s. 432; 1996, c. 6, s. 78; 2001, c. 9, s. 415; 2012, c. 19, s. 343(E)
Insurance Companies Act — I-11.8 432.1
Disposition — threat to integrity or security 432.1 (1) If the Minister is of the opinion that a person’s holding or beneficial ownership of shares of a company poses a threat to the integrity or security of the company or the financial system in Canada or a threat to national security, the Minister may, by order, direct that person and any person controlled by that person to dispose of any number of shares of the company held or beneficially owned by any of the persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by the person that is specified in the order. Suspension of rights (2) A direction made under subsection (1) may also suspend any of the rights under Part VI attached to the shares referred to in that subsection until the shares are disposed of in accordance with the direction. Representations (3) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations. Temporary direction (4) If, in the Minister’s opinion, the length of time required for representations to be made under subsection (3) might be prejudicial to the public interest, the Minister may make a temporary direction to suspend any of the rights under Part VI attached to any of the shares referred to in subsection (1). Cessation of effect (5) A temporary direction ceases to have effect on the earlier of (a) the expiry of 30 days after the day on which it takes effect or of a shorter period that is specified in the temporary direction, and (b) if a direction is made under subsection (1) in respect of the shares, the day on which that direction takes effect. Appeal (6) Any person with respect to whom a direction has been made under subsection (1) may, within 30 days after the day on which the direction was made, appeal the matter in accordance with section 1020. Notice — Committee and Review Agency (7) If a direction has been made under subsection (1) or (4) for reasons related to national security, the Minister shall, within 30 days after the day on which the direction was made, notify (a) the Committee , as defined in section 2 of the National Security and Intelligence Committee of Parliamentarians Act ; and (b) the Review Agency , as defined in section 2 of the National Security and Intelligence Review Agency Act . 2023, c. 26, s. 580
Insurance Companies Act — I-11.8 433
Application to court 433 (1) If a person fails to comply with a direction made under subsection 428(7), 432(1) or 432.1(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction. Court order (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the company concerned to sell the shares that are the subject-matter of the direction. Appeal (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court. 1991, c. 47, s. 433; 2012, c. 31, s. 140 2023, c. 26, s. 581
Insurance Companies Act — I-11.8 434
Interest of securities underwriter 434 This Part does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.