GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8
security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté )
Insurance Companies Act — I-11.8
series , in respect of shares, means a division of a class of shares; ( série )
Insurance Companies Act — I-11.8
significant interest means a significant interest determined in accordance with section 8; ( intérêt substantiel )
Insurance Companies Act — I-11.8
society means a body corporate referred to in subsection 13(2) that is a fraternal benefit society; ( société de secours )
Insurance Companies Act — I-11.8
special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders and policyholders and, in the case of a fraternal benefit society, the members, who voted in respect of that resolution or signed by all the shareholders, policyholders and members entitled to vote on that resolution; ( résolution extraordinaire )
Insurance Companies Act — I-11.8 (a)
squeeze-out transaction means a transaction by a company that is not a distributing company, or an insurance holding company that is not a distributing insurance holding company, that requires an amendment to a by-law referred to in subsection 238(1) or 851(1), as the case may be, and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares that are issued by the following persons and have rights and privileges equal to or greater than those of the shares of the affected class: (a) in the case of a company, the company, and (b) in the case of an insurance holding company, the insurance holding company; ( transaction d’éviction )
Insurance Companies Act — I-11.8
subordinated indebtedness means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all policy liabilities of the company and all other liabilities of the company except those other liabilities that, by their terms, rank equally with or are subordinate to such indebtedness; ( titre secondaire )
Insurance Companies Act — I-11.8
subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; ( filiale )
Insurance Companies Act — I-11.8
substantial investment means a substantial investment determined in accordance with section 10; ( intérêt de groupe financier )
Insurance Companies Act — I-11.8
Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act ; ( surintendant )
Insurance Companies Act — I-11.8
total assets , in respect of a company, society, provincial company or insurance holding company, has the meaning given that expression by the regulations; ( actif total )
Insurance Companies Act — I-11.8
trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération )
Insurance Companies Act — I-11.8
transfer , in respect of securities, includes a transmission by operation of law; ( transfert )
Insurance Companies Act — I-11.8
voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; ( action avec droit de vote )
Insurance Companies Act — I-11.8
WTO Member resident means a WTO Member resident within the meaning of section 11.1. ( résident d’un membre de l’OMC )
Insurance Companies Act — I-11.8 2.1
Regulations — distributing company or insurance holding company 2.1 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company or distributing insurance holding company for the purposes of this Act. Exemption — company or insurance holding company (2) On the application of a company or insurance holding company, the Superintendent may determine that it is not or was not a distributing company or distributing insurance holding company, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of that company or insurance holding company. Exemption — class of companies or insurance holding companies (3) The Superintendent may determine that members of a class of companies or insurance holding companies are not or were not distributing companies or distributing insurance holding companies, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class. 2005, c. 54, s. 215
Insurance Companies Act — I-11.8 2.2
Regulations — permitted infrastructure entities 2.2 The Governor in Council may make regulations prescribing (a) physical assets for the purposes of the definition infrastructure asset ; (b) activities in which a permitted infrastructure entity is permitted to engage; and (c) conditions applicable to investments made and other activities carried out by permitted infrastructure entities. 2018, c. 12, s. 343
Insurance Companies Act — I-11.8 3
Control 3 (1) For the purposes of this Act, (a) a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity; (c) the general partner of a limited partnership controls the limited partnership; and (d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity. Deemed control (2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity. Deemed control (3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b), an entity if the aggregate of (a) any securities of the entity that are beneficially owned by that person, and (b) any securities of the entity that are beneficially owned by any entity controlled by that person is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity. Guidelines (4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision shall be interpreted in accordance with the guidelines. 1991, c. 47, s. 3; 2001, c. 9, s. 346
Insurance Companies Act — I-11.8 4
Holding body corporate 4 A body corporate is the holding body corporate of any entity that is its subsidiary. 1991, c. 47, s. 4; 2001, c. 9, s. 347
Insurance Companies Act — I-11.8 5
Subsidiary 5 An entity is a subsidiary of another entity if it is controlled by the other entity. 1991, c. 47, s. 5; 2001, c. 9, s. 347
Insurance Companies Act — I-11.8 6
Affiliated entities 6 (1) One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person. Affiliated entities (2) Despite subsection (1), for the purposes of Divisions VIII and X of Part VI and Subdivisions 8 and 10 of Division 6 of Part XVII, one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person. 1991, c. 47, s. 6; 2001, c. 9, s. 348
Insurance Companies Act — I-11.8 7
Shareholder 7 (1) For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares. Holder of a share (2) A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in the securities register or like record of the body corporate as the holder of that share.
Insurance Companies Act — I-11.8 8
Significant interest 8 (1) A person has a significant interest in a class of shares of a company or an insurance holding company if the aggregate of (a) any shares of that class beneficially owned by the person, and (b) any shares of that class beneficially owned by entities controlled by the person exceeds 10 per cent of all of the outstanding shares of that class of shares of the company or insurance holding company, as the case may be. Increasing significant interest (2) A person who has a significant interest in a class of shares of a company or insurance holding company increases that significant interest in the class of shares if the person or any entity controlled by the person (a) acquires beneficial ownership of additional shares of that class, or (b) acquires control of any entity that beneficially owns shares of that class, in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person. 1991, c. 47, s. 8; 2001, c. 9, s. 349
Insurance Companies Act — I-11.8 9
Acting in concert 9 (1) For the purposes of Part VII and Division 7 of Part XVII, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of (a) shares of a company or of an insurance holding company that they beneficially own, (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a company or of an insurance holding company, or (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a company or insurance holding company, those persons are deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the company or insurance holding company or shares or ownership interests of the entity that are beneficially owned by them. Acting in concert (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a company or insurance holding company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c), (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the company or insurance holding company, as the case may be, or (b) under which no proposal put before the board of directors of the company or insurance holding company, as the case may be, may be approved except with the consent of any of them or their nominees, is deemed to be an agreement, commitment or understanding referred to in subsection (1). Exceptions (3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner. Designation (4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert. Contravention (5) A person contravenes a provision of Part VII or Division 7 of Part XVII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision. 1991, c. 47, s. 9; 2001, c. 9, s. 350; 2007, c. 6, s. 187
Insurance Companies Act — I-11.8 10
antial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided. Increasing substantial investment in unincorporated entities (6) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person.
Insurance Companies Act — I-11.8 11.1
WTO Member resident 11.1 (1) For the purposes of this Act, a WTO Member resident is (a) a natural person who is ordinarily resident in a country or territory that is a WTO Member as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act , other than Canada; (b) a body corporate, association, partnership or other organization that is incorporated, formed or otherwise organized in a country or territory that is a WTO Member, as defined in subsection 2(1) of the World Trade Organization Agreement Implementation Act , other than Canada, and that is controlled, (i) directly or indirectly, by one or more persons referred to in paragraph (a), or (ii) by a government of a WTO Member, whether federal, state or local, or an agency of one of those governments; (c) a trust established by one or more persons referred to in paragraph (a) or (b) or a trust in which one or more of those persons have more than 50 per cent of the beneficial interest; or (d) a body corporate, association, partnership or other organization that is controlled, directly or indirectly, by a trust referred to in paragraph (c). Interpretation (2) For the purposes of subsection (1), (a) a body corporate is controlled by one or more persons if (i) securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person or persons, and (ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate; (b) an association, partnership or other organization is controlled by one or more persons if (i) more than 50 per cent of the ownership interests, however designated, into which the association, partnership or other organization is divided are beneficially owned by the person or persons, and (ii) the person or persons are able to direct the business and affairs of the association, partnership or other organization; (c) a body corporate, association, partnership or other organization is controlled by one or more persons if the person or persons have, directly or indirectly, control in fact of the body corporate, association, partnership or other organization; and (d) a body corporate, association, partnership or other organization that controls another body corporate, association, partnership or other organization is deemed to control any body corporate, association, partnership or other organization that is controlled or deemed to be controlled by the other body corporate, association, partnership or other organization. 1999, c. 28, s. 119
Insurance Companies Act — I-11.8 12
Class of insurance 12 (1) A class of insurance is a class set out in the schedule. Reference to particular class (2) A reference in this Act to a particular class of insurance is a reference to the insurance of risks falling within that particular class determined in accordance with subsections (3) to (6) and the schedule. Property (3) A class of insurance that includes insurance against the loss of, or damage to, property includes insurance against loss of use, occupancy, rents and profits resulting from that loss or damage. Personal injuries and death (4) Unless specifically mentioned in the schedule, no class of insurance includes insurance against liability arising out of bodily injury to, or the death of, a natural person or the loss of, or damage to, property. Idem (5) A class of insurance that includes insurance against liability arising out of bodily injury to, or the death of, a natural person or the loss of, or damage to, property includes insurance against loss, damage or expenses incident to a claim giving rise to that liability. Endowments (6) The class of life insurance includes the issuance of endowment insurance the funds of which are to be paid at a fixed or determinable future time if the person whose life is insured is then alive or at the person’s death if the person dies before that time. Amendment (7) The Governor in Council may, by order, amend subsections (3) to (5) and the schedule. 1991, c. 47, s. 12; 2007, c. 6, s. 188
Insurance Companies Act — I-11.8 13
Application of Act 13 (1) This Act applies to every body corporate (a) that is incorporated or continued as a company under this Act, or (b) to which any of the provisions of Parts I, II, III and VII and either or both of Parts IV and VI of the Canadian and British Insurance Companies Act applied immediately before the coming into force of this section and that is not discontinued under this Act. Application of certain provisions (2) This Part, Parts II to IV, sections 224, 225, 245 to 258 and 489 and Parts X, XII, XV, XVI and XVIII to XX apply to every body corporate that is not discontinued under this Act and (a) that is incorporated or continued as a society under this Act; or (b) to which any of the provisions of Parts I and II, Part III, except section 77, Part IV, except sections 123 to 130 and 153 to 158, and Parts V and VII of the Canadian and British Insurance Companies Act applied before June 1, 1992. 1991, c. 47, s. 13; 1997, c. 15, s. 167; 1999, c. 31, s. 138; 2001, c. 9, s. 352; 2005, c. 54, s. 217
Insurance Companies Act — I-11.8 14
Conflicting provisions 14 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company or former-Act society, the provision of this Act prevails.
Insurance Companies Act — I-11.8 15
Corporate powers 15 (1) A company or society has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. Powers restricted (2) Neither a company nor a society shall carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act. Business in Canada (3) A company or society may carry on business throughout Canada. Powers outside Canada (4) Subject to this Act, a company or society has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.
Insurance Companies Act — I-11.8 15.1
Policies and procedures — integrity or security 15.1 A company or society shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference. 2023, c. 26, s. 578
Insurance Companies Act — I-11.8 16
No invalidity 16 No act of a company or society, including any transfer of property to or by a company or society, is invalid by reason only that the act or transfer is contrary to the company’s or society’s incorporating instrument or this Act.
Insurance Companies Act — I-11.8 17
By-law not necessary 17 It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.
Insurance Companies Act — I-11.8 18
No personal liability 18 (1) The shareholders and participating policyholders of a company are not, as shareholders or policyholders, liable for any liability, act or default of the company except as otherwise provided by this Act. Idem (2) The members of a society are not, as members, liable for any liability, act or default of the society except as otherwise provided by this Act.
Insurance Companies Act — I-11.8 19
No constructive notice 19 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company or society 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 company or society.
Insurance Companies Act — I-11.8 20
Authority of directors and officers 20 (1) No company or society and no guarantor of an obligation of a company or society may assert against a person dealing with the company or society or against a person who has acquired rights from the company or society that (a) the company’s or society’s incorporating instrument or any by-laws of the company or society have not been complied with; (b) the persons named as directors of the company or society in the most recent return sent to the Superintendent under section 549 or 668 are not the directors of the company or society; (c) the place named in the incorporating instrument or by-laws of the company or society is not the place where the head office of the company or society is situated; (d) a person held out by the company or society as a director, officer or representative of the company or society 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 company or society or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the company or society 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 company or society. 1991, c. 47, s. 20; 2005, c. 54, s. 218