GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 21
Sunset provision 21 (1) Subject to subsections (2) and (4), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after June 30, 2033. Extension (2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection. Order not a regulation (3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in Part II of the Canada Gazette . Exception — dissolution (4) If Parliament dissolves on the day set out in subsection (1) or on any day within the six-month period before that day or on any day within an extension ordered under subsection (2), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, until the end of the 180th day after the first day of the first session of the next Parliament. 1991, c. 47, s. 21; 1997, c. 15, s. 168; 2001, c. 9, s. 353; 2006, c. 4, s. 201; 2007, c. 6, s. 189; 2012, c. 5, s. 123; 2016, c. 7, s. 120; 2018, c. 12, s. 357 2021, c. 23, s. 156 2024, c. 17, s. 406 2026, c. 3, s. 250
Insurance Companies Act — I-11.8 22
Incorporation of company or society 22 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a company or society.
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Restrictions on incorporation 23 (1) Letters patent incorporating a company or society may not be issued if the application therefor is made by or on behalf of (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights; (b) the government of a foreign country or any political subdivision thereof; (c) an agency of the government of a foreign country or any political subdivision thereof; or (d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof. Societies (2) Letters patent incorporating a society may not be issued if the society is to operate for profit or as a commercial enterprise or its property is not to be under the control of persons periodically elected by members of the society. 1991, c. 47, s. 23; 1997, c. 15, s. 169
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National treatment 24 (1) If a proposed company would be a subsidiary of a foreign institution that is engaged in the insurance business, letters patent to incorporate the company may not be issued unless the Minister is satisfied that, if the application is made by a non-WTO Member foreign institution, treatment as favourable for 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 (2) Nothing in subsection (1) affects the operation of Part XII of the Bank Act . 1991, c. 47, s. 24; 1999, c. 28, s. 120; 2001, c. 9, s. 354
Insurance Companies Act — I-11.8 25
Application for incorporation 25 (1) An application for letters patent to incorporate a company or society setting out the names of the first directors of the company or society shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require. Publishing notice of intent (2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is to be situated.
Insurance Companies Act — I-11.8 26
Objections to incorporation 26 (1) Any person who objects to the proposed incorporation of a company or society may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed company or society, submit the objection in writing to the Superintendent. Minister to be informed (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection. Inquiry into objection and report (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister. Report to be made available (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public. Rules governing proceedings (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.
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Matters for consideration 27 Before issuing letters patent to incorporate a company or society, the Minister 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 the company or society; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company or society; (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 company or society 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 operations and businesses of the applicant or applicants with those of the company or society on the conduct of those operations and businesses; and (g) the best interests of the financial system in Canada. 1991, c. 47, s. 27; 2001, c. 9, s. 355
Insurance Companies Act — I-11.8 28
Contents of letters patent 28 (1) There shall be set out in the letters patent incorporating a company or society (a) the name of the company or society; (b) the province in which the head office of the company or society is to be situated; (c) the date that the company or society came, or is to come, into existence; and (d) in the case of letters patent incorporating a company, whether the company is to be a mutual company. Fraternal benefit societies (2) In addition to the information required to be included under subsection (1), there shall be set out in the letters patent of a society (a) the criteria for membership in the society; (b) the manner in which the capital of the society is to be acquired; and (c) the disposition to be made of the property of the society on liquidation. Provisions in letters patent (3) The Minister may set out in the letters patent incorporating a company or society any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed company or society. Terms and conditions (4) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a company or society as the Minister considers necessary or appropriate. 1991, c. 47, s. 28; 2005, c. 54, s. 219
Insurance Companies Act — I-11.8 28.1
Letters patent of incorporation on application of converted companies 28.1 (1) If the Minister, under section 22, issues letters patent incorporating a company on the application of a converted company in respect of which subsection 407(4) or (11) applies or applied at any time, the Minister may include in the letters patent of incorporation of the company a provision deeming shares of the company to be issued, on a share for share basis, to all shareholders of the converted company in exchange for all the issued and outstanding shares of the converted company. Effect of provision (2) Shares of a company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the converted company for which they are exchanged and the shares of the converted company, on the issuance of the letters patent, become the property of the company free and clear of any charge, encumbrance or other restriction. Effect of provision (3) An exchange of shares of a converted company referred to in subsection (1) under a provision included in the letters patent incorporating a company does not deprive a person who was a holder of shares of the converted company immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act. Transfer and voting of company shares (4) Despite subsection (3), no share of a company that is deemed to be issued under a provision included in the letters patent incorporating a company may subsequently be transferred or voted contrary to this Act. Shareholder and policyholder approval (5) No provision described in subsection (1) may be included in letters patent issued under section 22 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders and policyholders of the converted company who are entitled to vote at a meeting of shareholders and policyholders called to consider the application. Exchange of share certificates (6) If, under a provision included in the letters patent incorporating a company, a share exchange is deemed to have taken place, the company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the company and for the exchange of those certificates for share certificates representing the shares of the converted company that were outstanding on the day the letters patent were issued. 2001, c. 9, s. 356
Insurance Companies Act — I-11.8 28.2
Proposal involving fundamental change 28.2 (1) On application, made in accordance with the regulations, by a converted company in respect of which subsection 407(4) or (11) applies or applied at any time to give effect to a proposal to incorporate a company as the holding body corporate of the converted company, to continue a body corporate as a company that is the holding body corporate of the converted company or to amalgamate two or more bodies corporate and continue those bodies corporate as a company that is the holding body corporate of the converted company — and to make any other fundamental change to the converted company, including an exchange of any or all of the shares of the converted company for shares of the company —, the Minister may, to give effect to the proposal, (a) include in the letters patent of the company issued under section 22, 34 or 251 any provision the Minister considers necessary; or (b) despite any provision of the Act specified in regulations made under paragraph (2)(e), give any approval that the Minister considers necessary. Regulations (2) The Governor in Council may make regulations (a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the Superintendent to require additional information in respect of such applications; (b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur; (c) respecting the procedures to be followed by a converted company that makes an application under subsection (1); (d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and policyholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and (e) specifying provisions of the Act for the purpose of paragraph (1)(b). 2001, c. 9, s. 356
Insurance Companies Act — I-11.8 29
Notice of issue of letters patent 29 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company or society.
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First directors 30 The first directors of a company or society are the directors named in the application for letters patent to incorporate the company or society.
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Effect of letters patent 31 A company or society comes into existence on the date provided therefor in its letters patent.
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Federal corporations 32 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company but not including a federal credit union, may apply to the Minister for letters patent continuing the body corporate as a company under this Act. Other corporations (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a company under this Act. Fraternal benefit societies (3) A fraternal benefit society incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the fraternal benefit society as a society. 1991, c. 47, s. 32; 1994, c. 24, s. 34(F); 1997, c. 15, s. 170; 2001, c. 9, s. 357; 2010, c. 12, s. 2118
Insurance Companies Act — I-11.8 33
Application for continuance 33 (1) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), sections 23 to 27 apply in respect of the application, with such modifications as the circumstances require. Special resolution approval (2) Where a body corporate applies for letters patent under subsection 32(1), (2) or (3), the application must be duly authorized by a special resolution. Copy of special resolution (3) A copy of the special resolution referred to in subsection (2) shall be filed with the application. 1991, c. 47, s. 33; 1997, c. 15, s. 171
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Power to issue letters patent 34 (1) On the application of a body corporate under subsection 32(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act. Power to issue letters patent to fraternal benefit society (2) On the application of a fraternal benefit society under subsection 32(3), the Minister may, subject to this Part, issue letters patent continuing the fraternal benefit society as a society. Issue of letters patent (3) Section 28 applies in respect of the issue of letters patent under subsection (1) or (2), with such modifications as the circumstances require. 1991, c. 47, s. 34; 1997, c. 15, s. 172
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Effect of letters patent 35 (1) On the day set out in the letters patent continuing a body corporate as a company under subsection 34(1), (a) the body corporate becomes a company as if it had been incorporated under this Act; and (b) the letters patent are deemed to be the incorporating instrument of the continued company. Effect of letters patent — society (2) On the day set out in the letters patent continuing a fraternal benefit society as a society under subsection 34(2), (a) the fraternal benefit society becomes a society as if it had been incorporated under this Act; and (b) the letters patent are deemed to be the incorporating instrument of the continued society. 1991, c. 47, s. 35; 1997, c. 15, s. 173
Insurance Companies Act — I-11.8 36
Copy of letters patent 36 (1) Where a body corporate is continued as a company or society under this Part, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act. Notice of issuance of letters patent (2) The Superintendent shall publish in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company or society under this Act. 1991, c. 47, s. 36; 1997, c. 15, s. 174(E)
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Effects of continuance 37 Where a body corporate is continued as a company or society under this Part, (a) the property of the body corporate continues to be the property of the company or society; (b) the company or society continues to be liable for the obligations of the body corporate; (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company or society; (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company or society; (f) a person who, on the day the body corporate becomes a company or society, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it, but any such right or privilege may be exercised only in accordance with this Act; and (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company or society. 1991, c. 47, s. 37; 1997, c. 15, s. 175
Insurance Companies Act — I-11.8 39
Transferring to other federal Acts 39 (1) A company or society may (a) apply, under the Bank Act , for letters patent continuing the company or society as a bank or a bank holding company under that Act, or amalgamating and continuing the company or society as a bank or a bank holding company under that Act; (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act; (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act; (d) apply, under the Cooperative Credit Associations Act , for letters patent continuing the company or society as an association under that Act, or amalgamating and continuing the company or society as an association under that Act; or (e) apply, under the Trust and Loan Companies Act , for letters patent continuing the company or society as a company under that Act, or amalgamating and continuing the company or society as a company under of that Act. Continuance under the Canada Not-for-profit Corporations Act (2) A society may also, with the approval in writing of the Minister, apply under the Canada Not-for-profit Corporations Act , for a certificate of continuance under that Act. Conditions for approval (3) The approval referred to in paragraph (1)(b) or (c) or subsection (2) may be given only if the Minister is satisfied that (a) the company or society has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated, a notice of its intention to apply for the approval; (b) the company or society has discharged, or provided for the discharge of, all its policy liabilities; (c) the company or society will not, unless it is an entity referred to in paragraph 47(2)(b) or (c), use the word “ assurance ”, “ assurances ” or “insurance” in its name after the certificate or letters patent are issued in respect of the company or society; and (d) the application has been authorized by a special resolution. Withdrawing application (4) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on. Restriction on other transfers (5) A company or society may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1) or (2). 1991, c. 47, ss. 39, 759; 1994, c. 24, s. 34(F); 2001, c. 9, s. 358; 2007, c. 6, s. 191; 2009, c. 23, s. 331
Insurance Companies Act — I-11.8 40
Act ceases to apply 40 If a company or society applies for a certificate or letters patent referred to in section 39 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the company or society as of the day the certificate or the letters patent take effect. 1991, c. 47, s. 40; 2001, c. 9, s. 358; 2007, c. 6, s. 191
Insurance Companies Act — I-11.8 42
Prohibited names 42 (1) A company or society may not be incorporated under this Act with a name (a) that is prohibited by an Act of Parliament; (b) that is, in the opinion of the Superintendent, deceptively misdescriptive; (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing (i) trademark or trade name, or (ii) corporate name of a body corporate, except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require; (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or (e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company. Exception (2) Paragraph (1)(a) does not apply with respect to any former-Act company or former-Act society incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited. 1991, c. 47, s. 42; 1996, c. 6, s. 67; 1997, c. 15, s. 177; 2001, c. 9, s. 359 2014, c. 20, s. 366(E)
Insurance Companies Act — I-11.8 43
Affiliated company or society 43 Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity. 1991, c. 47, s. 43; 1996, c. 6, s. 68; 2001, c. 9, s. 360; 2007, c. 6, s. 192