GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 261
Company records 261 (1) A company shall prepare and maintain records containing (a) its incorporating instrument and the by-laws of the company and all amendments thereto; (b) minutes of meetings and resolutions of shareholders or policyholders; (c) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 668; (d) particulars of any authorizations, conditions and limitations established by the Superintendent under subsection 58(1) or (2) or 59(1) that are from time to time applicable to the company; and (e) particulars of exceptions granted under section 38 or 253 that are from time to time applicable to the company. Additional records (2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate (a) corporate accounting records; (b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and (c) records showing, for each customer of, or claimant under a policy issued by, the company, the amount owing to the company and the nature of the liabilities of the company to the customer or claimant. Former-Act and continued companies (3) For the purposes of paragraph (1)(b) and subsection (2), (a) in the case of a body corporate continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so continued; (b) in the case of a body corporate amalgamated and continued as a company under this Act, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and (c) in the case of a former-Act company, records includes similar records required by law to be maintained by the company before the coming into force of this section. 1991, c. 47, s. 261; 1997, c. 15, s. 228(E); 2007, c. 6, s. 211(E)
Insurance Companies Act — I-11.8 262
Place of records 262 (1) The records described in section 261 shall be kept at the head office of the company or at such other place in Canada as the directors think fit. Notice of place of records (2) Where any of the records described in section 261 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept. Exception (3) Subsection (1) does not apply in respect of records of an office of the company outside Canada or in respect of customers of such an office. Exception (3.1) Subject to subsection 268(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity. Inspection (4) The records described in section 261, other than those described in paragraph 261(2)(c), shall at all reasonable times be open to inspection by the directors. Access to company records (5) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives may examine the records referred to in subsection 261(1) during the usual business hours of the company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the company and take extracts from them or have copies of them made. Electronic access (5.1) A company may make the information contained in records referred to in subsection 261(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time. Copies of by-laws for shareholders (6) Every shareholder of a company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company. Copies of by-laws for policyholders (7) Every policyholder of a company who is entitled to vote at a meeting of policyholders or shareholders and policyholders of the company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company. 1991, c. 47, s. 262; 1997, c. 15, s. 229; 2001, c. 9, s. 395; 2005, c. 54, s. 265 2020, c. 1, s. 172
Insurance Companies Act — I-11.8 263
Shareholder lists 263 (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request. Affidavit and contents (2) A request under subsection (1) must be accompanied by an affidavit containing (a) the name and address of the applicant, (b) the name and address for service of the entity, if the applicant is an entity, and (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 265, and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity. Entitlement to list (3) A company’s shareholders, policyholders entitled to vote and creditors and their personal representatives are — or if the company is a distributing company, any person is — entitled to a basic list of shareholders of the company. Basic list of shareholders (4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out (a) the names of the shareholders of the company; (b) the number of shares owned by each shareholder; and (c) the address of each shareholder as shown in the records of the company. Supplemental lists (5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. When supplemental lists to be furnished (6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5) (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided. 1991, c. 47, s. 263; 2005, c. 54, s. 266
Insurance Companies Act — I-11.8 264
Option holders 264 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.
Insurance Companies Act — I-11.8 265
Use of shareholder list 265 A list of shareholders obtained under section 263 shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the company; (b) an offer to acquire shares of the company; or (c) any other matter relating to the affairs of the company.
Insurance Companies Act — I-11.8 266
Form of records 266 (1) A register or other record required or authorized by this Act to be prepared and maintained by a company (a) may be in a bound or loose-leaf form or in a photographic film form; or (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Conversion of records (2) Registers and records maintained in one form may be converted to any other form. Destruction of converted records (3) Notwithstanding section 269, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.
Insurance Companies Act — I-11.8 267
Protection of records 267 A company and its agents shall take reasonable precautions to (a) prevent loss or destruction of, (b) prevent falsification of entries in, (c) facilitate detection and correction of inaccuracies in, and (d) ensure that unauthorized persons do not have access to or use of information in, the registers and records required or authorized by this Act to be prepared and maintained.
Insurance Companies Act — I-11.8 268
Requirement to maintain copies and process information in Canada 268 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a company to maintain, in another country, copies of records referred to in section 261 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a company to do any of those activities in another country — the Superintendent shall direct the company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada. Direction — immediate, direct, complete and ongoing access (1.1) Where a company referred to in subsection 262(3.1) or 274(3) maintains records referred to in section 261 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the company to maintain a copy of those records or register at any place in Canada as the directors think fit (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the company not to maintain a copy of those records or register in Canada. Company to comply (2) A company shall without delay comply with any order issued under subsection (1) or (1.1). 1991, c. 47, s. 268; 2001, c. 9, s. 396; 2005, c. 54, s. 267; 2007, c. 6, s. 212 2020, c. 1, s. 173
Insurance Companies Act — I-11.8 269
Retention of records 269 A company shall retain (a) the records of the company referred to in subsection 261(1); (b) any record of the company referred to in paragraph 261(2)(a) or (b); and (c) the central securities register referred to in subsection 271(1).
Insurance Companies Act — I-11.8 270
Regulations 270 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 268(1.1)(a). 1991, c. 47, s. 270 2020, c. 1, s. 174
Insurance Companies Act — I-11.8 272
Branch registers 272 A company may establish as many branch securities registers as it considers necessary.
Insurance Companies Act — I-11.8 273
Agents 273 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.
Insurance Companies Act — I-11.8 274
Location of central securities register 274 (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company. Location of branch securities register (2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company. Exception (3) Subject to subsection 268(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity. 1991, c. 47, s. 274 2020, c. 1, s. 175
Insurance Companies Act — I-11.8 275
Effect of registration 275 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.
Insurance Companies Act — I-11.8 276
Particulars in branch register 276 (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established. Particulars in central securities register (2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.
Insurance Companies Act — I-11.8 277
Destruction of certificates 277 A company, its agent or a trustee within the meaning of section 317 is not required to produce (a) a cancelled security certificate in registered form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in subsection 73(1) or a like instrument, irrespective of its form, after the date of its expiration.
Insurance Companies Act — I-11.8 278
Publication of name 278 A company shall set out its name in legible characters in all contracts, premium notices, applications for policies, policies, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.
Insurance Companies Act — I-11.8 279
Corporate seal 279 (1) A company may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 1991, c. 47, s. 279; 2005, c. 54, s. 269
Insurance Companies Act — I-11.8 288
Definitions 288 (1) In this Division, affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe ) business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises ) call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) distributing company [Repealed, 2005, c. 54, s. 270] insider [Repealed, 2005, c. 54, s. 270] officer , in relation to a company, means (a) an officer as defined in paragraph (a) of the definition officer in section 2, or (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; ( dirigeant d’une société ) put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). ( action ) Control (2) For the purposes of this Division, a person controls a body corporate where the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d). (3) and (4) [Repealed, 2005, c. 54, s. 270] 1991, c. 47, s. 288; 2005, c. 54, s. 270
Insurance Companies Act — I-11.8
affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe )
Insurance Companies Act — I-11.8
business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises )
Insurance Companies Act — I-11.8
call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat )
Insurance Companies Act — I-11.8
distributing company [Repealed, 2005, c. 54, s. 270]
Insurance Companies Act — I-11.8 (a)
officer , in relation to a company, means (a) an officer as defined in paragraph (a) of the definition officer in section 2, or (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; ( dirigeant d’une société )
Insurance Companies Act — I-11.8
put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente )
Insurance Companies Act — I-11.8 (a)
share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). ( action )
Insurance Companies Act — I-11.8 289
Insider report 289 An insider shall submit an insider report in accordance with the regulations. 1991, c. 47, s. 289; 1997, c. 15, s. 231; 2005, c. 54, s. 271
Insurance Companies Act — I-11.8 290
Exemption by Superintendent 290 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 289. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public. 1991, c. 47, s. 290; 2005, c. 54, s. 271
Insurance Companies Act — I-11.8 291
Regulations 291 The Governor in Council may make regulations for carrying out the purposes of sections 289 and 290, including (a) defining “insider” for the purposes of sections 289 and 290; (b) respecting the form and content of an insider report; and (c) respecting the submission or publication of an insider report. 1991, c. 47, s. 291; 2005, c. 54, s. 271
Insurance Companies Act — I-11.8 293
Meaning of insider 293 (1) In this section, insider means with respect to a distributing company (a) a director or officer of the company; (b) a director or officer of a subsidiary of the company; (c) a director or officer of a body corporate that enters into a business combination with the company; or (d) a person employed or retained by the company. Prohibition — short sale (2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security. Exception (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or (b) transfer the convertible security, option or right to the purchaser. Prohibition — calls and puts (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates. 1991, c. 47, s. 293; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 294
to materially affect the value of any of the securities of the company is liable to compensate the seller or purchaser of the security, as the case may be, for any loss suffered by them as a result of the purchase or sale unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the seller or purchaser; or (c) the purchase or sale of the security took place in the prescribed circumstances. Insider trading — compensation to company (7) The insider is accountable to the company for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (5), unless they establish the circumstances described in paragraph (6)(a). 1991, c. 47, s. 294; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 294.1
Tipping — compensation to sellers and purchasers 294.1 (1) An insider of a company who discloses confidential information with respect to the company that has not been generally disclosed and that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable to compensate any person who subsequently sells securities of the company to or purchases them from any person who received the information unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the person who alleges that they suffered the loss; (c) if the insider is not a person described in subsection 294(3) or (4), the disclosure of the information was necessary in the course of their business; or (d) if the insider is a person described in subsection 294(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination. Tipping — compensation to company (2) The insider is accountable to the company for any benefit or advantage received or receivable by them as a result of a disclosure of information as described in subsection (1) unless they establish the circumstances described in paragraph (1)(a), (c) or (d). 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 295
Measure of damages 295 (1) The court may assess damages under subsection 294(6) or 294.1(1) in accord­ance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in respect of a security of a distributing company, the court shall consider the following: (a) if the plaintiff is a purchaser, the price that they paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the information; and (b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the information, less the price that they received for the security. Liability — more than one insider (2) If more than one insider is liable under subsection 294(6) or 294.1(1) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary. Limitation (3) An action to enforce a right created by subsection 294(6) or (7) or section 294.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action. 1991, c. 47, s. 295; 2005, c. 54, s. 272