GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 44
French or English form of name 44 (1) The name of a company or society 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 company or society may use and be legally designated by any such form. Alternate name (2) A company or society may identify itself outside Canada by its name in any language and the company or society may use and be legally designated by any such form of its name outside Canada. Other name (3) Subject to subsection (4) and section 278, a company or society may carry on business under or identify itself by a name other than its corporate name. Directions (4) Where a company or society is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company or society 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 42(1)(a) to (e). 1991, c. 47, s. 44; 1996, c. 6, s. 69
Insurance Companies Act — I-11.8 45
Reserved name 45 The Superintendent may, on request, reserve for ninety days a name for a proposed company or society or for a company or society that intends to change its name.
Insurance Companies Act — I-11.8 46
Directing change of name 46 (1) If through inadvertence or otherwise a company or society (a) comes into existence or is continued with a name, or (b) on an application to change its name, is granted a name that is prohibited by section 42, the Superintendent may, by order, direct the company or society to change its name and the company or society shall comply with that direction. Revoking name (2) If a company or society has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company or society and assign to it a name and, until changed in accordance with section 224, 238 or 544.1, the name of the company or society is thereafter the name so assigned. 1991, c. 47, s. 46; 1996, c. 6, s. 70; 2001, c. 9, s. 361
Insurance Companies Act — I-11.8 47
Restriction on use of name 47 (1) No entity incorporated or formed by or under an Act of Parliament shall use the word “ assurance ”, “ assurances ”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name. Exceptions (2) Subsection (1) does not apply to (a) a company or society; (a.1) an insurance holding company; (b) an entity the business of which is not financial activities; (c) an entity that is primarily engaged in insurance brokerage or insurance agency services; or (d) an entity that was, on the day immediately preceding the day on which that subsection comes into force, using the word “ assurance ”, “ assurances ”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name. 1991, c. 47, s. 47; 1996, c. 6, s. 70; 2001, c. 9, s. 362
Insurance Companies Act — I-11.8 48
Subsidiaries 48 Despite subsection 47(1), a subsidiary of a company or society may use the company’s or society’s name in its name. 1991, c. 47, s. 48; 1996, c. 6, s. 70; 2001, c. 9, s. 363
Insurance Companies Act — I-11.8 48.1
Definition of reserved name 48.1 (1) In this section, reserved name means a name that includes as part thereof the word “ assurance ”, “ assurances ”, “insurance”, “lifeco”, “ fiduciaire ”, “fiduciary”, “ fiducie ”, “trust”, “trustco”, “loan”, “loanco” or “ prêt ” or any word or words of import equivalent to any of those words. Termination of control required in certain cases (2) No person, other than a financial institution, who (a) is carrying on business in Canada under a reserved name, and (b) has control or acquires control of a company, shall control the company on the later of (c) one year after this section comes into force, and (d) one year after the date of acquisition of the control. Prohibition (3) No person, other than a financial institution, who (a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and (b) has control or acquires control of a company, shall control the company on the later of (c) one year after this section comes into force, and (d) one year after the date of the acquisition of the control. Continuing control prohibited (4) Notwithstanding subsection (3), where a financial institution controls an entity that (a) is not a financial institution, (b) carries on business in Canada under a reserved name, and (c) has control or acquires control of a company, the entity shall not control the company on the later of (d) one year after this section comes into force, and (e) one year after the date on which the entity acquires control of the company. Exceptions (5) Subsections (2) to (4) do not apply with respect to a person or entity that was carrying on business in Canada under a reserved name on the day immediately preceding the day on which those subsections come into force. 1996, c. 6, s. 70
Insurance Companies Act — I-11.8 49
First directors’ meeting 49 (1) After letters patent incorporating a company or society are issued, a meeting of the directors of the company or society shall be held at which the directors shall appoint an actuary to be the actuary of the company or society and may, subject to this Part, (a) make by-laws; (b) adopt forms of share certificates and corporate records; (c) authorize the issue of shares of the company; (d) appoint officers; (e) appoint an auditor to hold office until the meeting called pursuant to subsection 50(1), (2) or (3); (f) make banking arrangements; and (g) deal with any other matters necessary to organize the company or society. Calling directors’ meeting (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 190(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company or society.
Insurance Companies Act — I-11.8 50
Calling shareholders’ meeting 50 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company, other than a mutual company, in respect of which letters patent were issued under section 22 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company. Calling incorporators’ meeting (2) Where such amount as the Minister may specify has been received by a mutual company in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the mutual company shall forthwith call a meeting of the incorporators of the mutual company. Calling meeting of supreme governing body (3) Where such amount as the Minister may specify has been received by a society in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the society shall forthwith call a meeting of the supreme governing body of the society. Meeting of shareholders or incorporators (4) The shareholders or incorporators of a company or the supreme governing body of a society shall, by resolution at the meeting of shareholders or incorporators called pursuant to subsection (1), (2) or (3), (a) approve, amend or reject any by-law made by the directors of the company or society; (b) subject to section 176, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders and policyholders or members following the election; and (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders and policyholders or, in the case of a society, until the close of the first general meeting of members. 1991, c. 47, s. 50; 2001, c. 9, s. 364
Insurance Companies Act — I-11.8 51
Term of first directors 51 A director named in the application for letters patent to incorporate a company or society holds office until the election of directors at the meeting of shareholders or incorporators or of the supreme governing body called pursuant to subsection 50(1), (2) or (3).
Insurance Companies Act — I-11.8 52
Order to commence and carry on business 52 (1) Subject to subsection (6), a company or society shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the company or society. Former-Act companies and societies (2) A certificate of registry issued to a company or society under Part III of the Canadian and British Insurance Companies Act , or any other authorization, that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent of indeterminate duration under subsection 53(1) and the company or society remains subject to any and all other restrictions and conditions in the certificate. Continued company or society (3) Except in respect of a body corporate that is continued as a company or society under this Act for the purposes of amalgamating without delay with one or more bodies corporate and continuing as a company or society under this Act, where letters patent continuing a body corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society. Amalgamated company or society (4) Where letters patent amalgamating and continuing two or more bodies corporate as a company or society under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company or society. Subsection 53(2) and section 57 do not apply (5) For greater certainty, subsection 53(2) and section 57 do not apply in respect of a company or society referred to in subsections (3) and (4). Marine insurance (6) A company that is not a marine company may insure risks in the class of marine insurance without an order under subsection (1). Transitional (7) Every former-Act company and former-Act society that deposited securities with the Receiver General pursuant to section 76 or 82 of the Canadian and British Insurance Companies Act shall apply for the return of those securities within such period following the coming into force of this section as may be fixed by order of the Governor in Council. 1991, c. 47, s. 52; 1997, c. 15, s. 178; 2007, c. 6, s. 193
Insurance Companies Act — I-11.8 53
Authority to make order 53 (1) On application by a company or society, the Superintendent may make an order approving the commencement and carrying on of business by the company or society. Statement of payments (2) An application by a company or society for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the company or society in connection with its incorporation and organization.
Insurance Companies Act — I-11.8 54
No payments before order 54 Until an order approving the commencement and carrying on of business is made in respect of a company or society, the company or society shall not make any payment on account of incorporation or organization expenses out of moneys received from the paid-in capital of the company or society and interest on those moneys, except reasonable sums (a) for the remuneration of not more than two officers; (b) for the payment of costs related to the issue of shares; and (c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses. 1991, c. 47, s. 54; 2007, c. 6, s. 194
Insurance Companies Act — I-11.8 55
Expenses charged to paid-in capital 55 All incorporation and organization expenses of a company or society shall be charged to the paid-in capital of the company or society and shall not in any way be charged directly or indirectly to policyholders.
Insurance Companies Act — I-11.8 56
Deposits and investments before order 56 (1) Subject to subsection (2), where a company or society comes into existence but no order approving the commencement and carrying on of business is made for the company or society, the company or society may only (a) deposit, in Canada, paid-in capital of the company or society in a deposit-taking Canadian financial institution; or (b) invest paid-in capital of the company or society in unencumbered securities of the Government of Canada or the government of any province. Exception (2) Subsection (1) does not apply in respect of any company incorporated for the sole purpose of insuring risks in the class of marine insurance.
Insurance Companies Act — I-11.8 57
Conditions for order 57 (1) The Superintendent shall not make an order approving the commencement and carrying on of business by a company or society until (a) it has been shown to the satisfaction of the Superintendent that (i) the meeting of shareholders, incorporators or supreme governing body of the company or society referred to in subsection 50(1), (2) or (3) has been duly held, (ii) the company or society has paid-in capital of (A) such amount as is specified by the Minister under subsection 50(2) or (3), in the case of a mutual company or a society, or (B) at least five million dollars or any greater amount that is specified by the Minister under subsection 50(1), in the case of a company other than a mutual company, (iii) the expenses of incorporation and organization to be borne by the company or society are reasonable, and (iv) all other relevant requirements of this Act have been complied with; and (b) in the case of a society, the society has filed with the Superintendent (i) a report of an actuary appointed by the society, in such form as the Superintendent may require, on the results of an actuarial valuation of each of the benefit funds maintained by the society, having regard to the prospective liabilities of and contributions to each fund, (ii) the opinion of the actuary that the assets of the society applicable to each fund, together with the contributions to be received thereafter from the members, are sufficient to provide for the payment at maturity of all of the obligations of the fund without deduction or abatement, and (iii) a statement of its condition and affairs in such detail as the Superintendent may require, as at the date of the valuation referred to in subparagraph (i). Restrictions re societies (2) No order approving the commencement and carrying on of business of a society shall be made if the society operates for profit or as a commercial or business enterprise or the property or funds of the society are under the control of persons not periodically elected by members of the society. Time limit (3) The Superintendent shall not make an order approving the commencement and carrying on of business by a company or society more than one year after the day on which the company or society comes into existence. 1991, c. 47, s. 57; 1997, c. 15, s. 179; 2001, c. 9, s. 365
Insurance Companies Act — I-11.8 58
Order to specify classes of insurance 58 (1) An order approving the commencement and carrying on of business by a company shall specify the classes of insurance risks that the company is permitted to insure pursuant to section 443. Conditions of order (2) An order approving the commencement and carrying on of business by a company or society may contain such conditions or limitations that are consistent with this Act and relate to the business of the company or society as the Superintendent deems expedient and necessary.
Insurance Companies Act — I-11.8 59
Variations 59 (1) In respect of the order approving the commencement and carrying on of business by a company or society, the Superintendent may at any time, by further order, (a) specify additional classes of insurance risks that the company is permitted to insure pursuant to section 443, (b) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the company or society as the Superintendent deems expedient and necessary, or (c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, but before making any such further order the Superintendent shall provide the company or society with an opportunity to make representations regarding that further order. (2) to (6) [Repealed, 1996, c. 6, s. 71] 1991, c. 47, s. 59; 1996, c. 6, s. 71
Insurance Companies Act — I-11.8 59.1
Limit on assets 59.1 (1) The Minister may, by order, require a company that is a converted company in respect of which the Minister has issued an order under subsection 407(8) or a converted company in respect of which subsection 407(11) applied at any time not to have average total assets in any three month period ending on the last day of a month subsequent to the month specified in the order exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order if the Minister is of the opinion that it is in the best interests of the financial system in Canada to do so, after having considered the Superintendent’s opinion on (a) the nature and extent of the financial services activities carried out by entities affiliated with the company; and (b) the impact that the nature and degree of supervision and regulation of those financial services activities have on the supervision and regulation of the company. Revocation of order (2) If the Minister is of the opinion that the circumstances giving rise to the order have ceased to exist or have changed substantially, the Minister may, by further order, revoke the order. Average total assets (3) For the purposes of subsection (1), the average total assets of a company in a three month period shall be computed by adding the total assets of the company as calculated for the month end of each of the three months in the period and by dividing the sum by three. 2001, c. 9, s. 366
Insurance Companies Act — I-11.8 60
Public notice 60 (1) On the making of an order approving the commencement and carrying on of business by a company or society, the company or society shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the company or society is located. Notice in Canada Gazette (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by a company or society. Non-application to former-Act company or society (3) For greater certainty, this section does not apply to a company or society referred to in subsection 52(2).
Insurance Companies Act — I-11.8 61
Cessation of existence 61 (1) Subject to subsection (2), except for the sole purpose of winding up the company’s or society’s affairs, a company or society ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year. Marine insurance (2) A company that was incorporated for the sole purpose of insuring risks in the class of marine insurance ceases to exist one year after the day on which its incorporating instrument became effective if, in the opinion of the Superintendent, the company is not, by that date, actively engaged in insuring those risks.
Insurance Companies Act — I-11.8 62
Allowed disbursements 62 (1) Where (a) an order approving the commencement and carrying on of business is not made for a company or society, or (b) the Superintendent is of the opinion that a company referred to in subsection 61(2) is not actively engaged in insuring risks in the class of marine insurance, no part of the moneys of the company or society shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 54, unless the payment has been approved by a special resolution. Application to court to settle disbursements (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the company or society is situated to settle and determine the amounts to be paid out of any moneys of the company or society before distribution of the balance to the shareholders or, where there are no shareholders, to the incorporators. Notice of application to court (3) The directors shall, at least twenty-one days prior to the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders or incorporators, as the case may be, a notice of the application, which notice shall contain a statement of the amounts that are proposed to be settled and determined by the court. Ratio payable (4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders or incorporators, as the case may be, the directors shall, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part thereof chargeable to each shareholder or incorporator as the ratio of the amount paid in by the shareholder or incorporator to the aggregate of all the amounts paid in by the shareholders or incorporators. Return of excess (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned thereon, to the shareholders or incorporators, the respective balances of the moneys paid in by them, less the amount chargeable to each shareholder or incorporator under subsection (4).
Insurance Companies Act — I-11.8 63
Power to issue shares 63 (1) Subject to this Act and the by-laws of the company, shares of a company may be issued at such times and to such persons and for such consideration as the directors of the company may determine. (2) and (3) [Repealed, 1997, c. 15, s. 180] Shares (4) Shares of a company shall be in registered form and shall be without nominal or par value. Shares of former-Act company (5) Shares with nominal or par value of a former-Act company are deemed to be shares without nominal or par value. Shares of continued company (6) Where a body corporate is continued as a company under this Act, shares with nominal or par value issued by the body corporate before it was so continued are deemed to be shares without nominal or par value. Deemed share conditions (7) Where any right of a holder of a share with nominal or par value of a former-Act company or a body corporate continued as a company under this Act, other than a voting right, was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this Part or the continuance under this Act, as the case may be, that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share. 1991, c. 47, s. 63; 1997, c. 15, s. 180