GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 938
Public holding requirement 938 (1) Every insurance holding company shall, from and after the day determined under this section in respect of that insurance holding company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the insurance holding 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 insurance holding company in respect of the voting shares of the insurance holding company or by any entity that is controlled by a person who is a major shareholder of the insurance holding company in respect of such shares. Determination of day (2) If the insurance holding company has equity of four billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other insurance holding company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the insurance holding company held after the equity of the insurance holding company first reaches four billion dollars. Extension (3) If general market conditions so warrant and the Minister is satisfied that an insurance holding company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the insurance holding company must comply with subsection (1). 2001, c. 9, s. 465; 2007, c. 6, s. 335 2026, c. 3, s. 295
Insurance Companies Act — I-11.8 939
Limit on assets 939 (1) Unless an exemption order with respect to the insurance holding company is granted under section 941, if an insurance holding company fails to comply with section 938 in any month, the Minister may, by order, require the insurance holding company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the insurance holding company’s average total assets in the three month period ending on the last day of the month immediately preceding the month specified in the order. Average total assets (2) For the purposes of subsection (1), the average total assets of an insurance holding company in a three month period shall be computed by adding the total assets of the insurance holding 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. 465
Insurance Companies Act — I-11.8 940
Increase of capital 940 Where the Superintendent has, by order, directed an insurance holding company to increase its capital and shares of the insurance holding company are issued and acquired in accordance with such terms and conditions as may be specified in the order, section 938 shall not apply in respect of the insurance holding company until such time as the Superintendent may, by order, specify. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 941
Exemption by Minister 941 (1) On application by an insurance holding company and subject to any terms and conditions that the Minister considers appropriate, the Minister may by order exempt the insurance holding company from the requirements of section 938 if the Minister considers it appropriate to do so. Compliance with s. 938 (2) The insurance holding company shall comply with section 938 as of the day on which the exemption order expires. Limit on assets (3) If an insurance holding company fails to comply with section 938 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order. Application of s. 939(2) (4) Subsection 939(2) applies for the purposes of subsection (3). 2001, c. 9, s. 465; 2005, c. 54, s. 359
Insurance Companies Act — I-11.8 942
Exception 942 (1) If an insurance holding company fails to comply with section 938 as the result of any of the following, section 939 does not apply in respect of that insurance holding company until the expiration of six months after the day the insurance holding company failed to comply with section 938: (a) a distribution to the public of voting shares of the insurance holding company; (b) a redemption or purchase of voting shares of the insurance holding company; (c) the exercise of any option to acquire voting shares of the insurance holding company; or (d) the conversion of any convertible securities into voting shares of the insurance holding company. Shares acquiring voting rights (2) If as the result of an event that has occurred and is continuing, shares of an insurance holding company acquire voting rights in such number as to cause the insurance holding company to no longer be in compliance with section 938, section 939 does not apply in respect of that insurance holding company until the expiration of six months after the day the insurance holding company ceased to be in compliance with section 938 or such later day as the Minister may, by order, specify. (3) and (4) [Repealed, 2005, c. 54, s. 360] 2001, c. 9, s. 465; 2005, c. 54, s. 360
Insurance Companies Act — I-11.8 943
Acquisition of control permitted 943 (1) Subject to subsection (2) and sections 934 and 944, section 938 does not apply in respect of an insurance holding company if a person acquires control of an insurance holding 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 insurance holding 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 insurance holding 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 insurance holding 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 insurance holding company in respect of the voting shares of the insurance holding company or by any entity that is controlled by a person who is a major shareholder of the insurance holding company in respect of such shares. 2001, c. 9, s. 465; 2007, c. 6, s. 335 2026, c. 3, s. 295
Insurance Companies Act — I-11.8 944
Application of section 938 944 At the expiration of the period for compliance with an undertaking referred to in subsection 943(2), section 938 applies in respect of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 945
Restriction on voting rights 945 (1) If, with respect to any insurance holding company, a particular person contravenes subsection 927(1), (4) or (6) or section 930, 931, 932 or 933 or fails to comply with an undertaking referred to in subsection 943(2) or with any term or condition imposed under section 948, 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 insurance holding 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 insurance holding company within the meaning of paragraph 3(1)(d); (c) if the person failed to comply with an undertaking referred to in subsection 943(2), the insurance holding company complies with section 938; or (d) if the person failed to comply with a term or condition imposed under section 948, the person complies with the term or condition. Saving (3) Despite subsection (1), if a person contravenes subsection 927(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 insurance holding 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 insurance holding company, the Minister may, after a 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 insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 946
Application for approval 946 (1) An application for an approval of the Minister required under this Division 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 Division 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 947
Matters for consideration 947 (1) Subject to subsection (2), if an application for an approval under section 927 is made, the Minister, in determining whether or not to approve the transaction, 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 any company that is a subsidiary of the insurance holding company; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of any company that is a subsidiary of the insurance holding company; (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. Exception (2) Except for an application by an eligible agent for an approval under section 927, and subject to section 933, the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding (a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of an insurance holding company in respect of which subsection 927(4) applies; or (b) more than 10 per cent but no more than 30 per cent of any class of the outstanding non-voting shares of such an insurance holding company. National treatment (3) Where a transaction in respect of which subsection 927(1) or (2) applies would cause an insurance holding company to become a subsidiary of a foreign institution that is engaged in the insurance business, that does not have any other insurance holding company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that 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 (4) Nothing in subsection (1) or (3) affects the operation of Part XII of the Bank Act . 2001, c. 9, s. 465; 2012, c. 31, s. 146
Insurance Companies Act — I-11.8 948
Terms and conditions 948 The Minister may impose any terms and conditions in respect of an approval given under this Division that the Minister considers necessary to ensure compliance with any provision of this Act. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 949
Certifying receipt of application 949 (1) If, in the opinion of the Superintendent, an application filed under this Division 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 Division is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 950
Notice of decision to applicant 950 (1) Subject to subsections (2) and (3) and 951(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 949(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 951(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 949(1) in the following cases: (a) the application involves the acquisition of control of an insurance holding 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 954(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. Extension of period for notice (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. 2001, c. 9, s. 465; 2012, c. 31, s. 147
Insurance Companies Act — I-11.8 951
Reasonable opportunity to make representations 951 (1) Where, after receipt of the notice referred to in paragraph 950(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 950(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. 2001, c. 9, s. 465; 2012, c. 31, s. 148(E)
Insurance Companies Act — I-11.8 952
Notice of decision 952 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 951(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 transaction to which the application relates. Notice of decision (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 951(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 transaction to which the application relates. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 953
Deemed approval 953 Where the Minister does not send a notice under subsection 950(1) or (3) or 952(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 955
Suspension of voting rights held by governments 955 (1) Notwithstanding section 775, where any voting shares of an insurance holding 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) Subsection (1) 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 (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution. Exception — eligible agent (3) Subsection (1) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 954(3). Consequence of suspension of approval (4) If an approval referred to in subsection 954(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the insurance holding company that is beneficially owned by the eligible agent. 2001, c. 9, s. 465; 2012, c. 5, s. 157, c. 19, s. 349, c. 31, s. 150
Insurance Companies Act — I-11.8 956
Disposition of shareholdings 956 (1) If, with respect to any insurance holding company, a person contravenes subsection 927(1), (4) or (6) or section 930, 931, 932 or 933 or fails to comply with an undertaking referred to in subsection 943(2) or with any term or condition imposed under section 948, 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 such number of shares of the insurance holding company beneficially owned by any of those persons as the Minister specifies in the order, within such time as the Minister specifies therein and in such proportion, if any, as between the person and the persons controlled by that person as 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 insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 957
Application to court 957 (1) If a person fails to comply with a direction made under subsection 954(7) or 956(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 insurance holding 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. 2001, c. 9, s. 465; 2012, c. 31, s. 151
Insurance Companies Act — I-11.8 958
Interest of securities underwriter 958 This Division 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 959
Arrangements to effect compliance 959 (1) The directors of an insurance holding company may make such arrangements as they deem necessary to carry out the intent of this Division and, in particular, but without limiting the generality of the foregoing, may (a) require any person in whose name a share of the insurance holding company is held to submit a declaration setting out (i) the beneficial ownership of the share, and (ii) such other information as the directors deem relevant for the purposes of this Division; (b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and (c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted. Order of Superintendent (2) The Superintendent may, by order, direct an insurance holding company to obtain from any person in whose name a share of the insurance holding company is held a declaration setting out the name of every entity controlled by that person and containing information concerning (a) the ownership or beneficial ownership of the share; and (b) such other related matters as are specified by the Superintendent. Compliance required (3) As soon as possible after receipt by an insurance holding company of a direction under subsection (2), (a) the insurance holding company shall comply with the direction; and (b) every person who is requested by the insurance holding company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request. Outstanding declaration: effect (4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, an insurance holding company may refuse to issue the share or register the transfer unless the required declaration is submitted. 2001, c. 9, s. 465