GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 865
Effect of letters patent 865 (1) On the day provided for in the letters patent issued under section 863, (a) the amalgamation of the applicants and their continuance as one insurance holding company become effective; (b) the property of each applicant continues to be the property of the amalgamated insurance holding company; (c) the amalgamated insurance holding company continues to be liable for the obligations of each applicant; (d) any existing cause of action, claim or liability to prosecution is unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated insurance holding company; (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated insurance holding company; (g) if any director or officer of an applicant continues as a director or officer of the amalgamated insurance holding company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated insurance holding company; and (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated insurance holding company. Minutes (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 866
Transitional 866 (1) Despite any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to an insurance holding company in respect of which letters patent were issued under subsection 863(1) permission to (a) engage in a business activity specified in the order that the insurance holding company would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made; (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made; (c) hold assets that the insurance holding company would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made; (d) acquire and hold assets that the insurance holding company would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada. Duration of exceptions (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement; (b) with respect to any matter described in paragraph (1)(b), ten years; and (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years. Renewal (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary. Limitation (4) The Minister shall not grant to an insurance holding company any permission (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the insurance holding company that the insurance holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation. 2001, c. 9, s. 465; 2007, c. 6, s. 321
Insurance Companies Act — I-11.8 867
Shareholder approval 867 (1) A sale, lease or exchange of all or substantially all the property of an insurance holding company requires the approval of the shareholders in accordance with subsections (2) to (7). Notice of meeting (2) A notice of a meeting of shareholders complying with sections 767 and 769 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange. Shareholder approval (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions. Right to vote (4) Each share of the insurance holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote. Class vote (5) The holders of shares of a class or series of shares of the insurance holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series. Special resolution (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution. Abandoning transaction (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of an insurance holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 868
Head office 868 (1) An insurance holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws. Change of head office (2) The directors of an insurance holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws. Notice of change of address (3) An insurance holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address. 2001, c. 9, s. 465; 2005, c. 54, s. 343
Insurance Companies Act — I-11.8 869
Insurance holding company records 869 (1) An insurance holding company shall prepare and maintain records containing (a) its incorporating instrument and by-laws and all amendments to them; (b) minutes of meetings and resolutions of shareholders; (c) the information referred to in paragraphs 994(1)(a) and (c) to (g) contained in all returns provided to the Superintendent under section 994; and (d) particulars of exceptions granted under section 725 or 866 that are from time to time applicable to the insurance holding company. Additional records (2) In addition to the records described in subsection (1), an insurance holding company shall prepare and maintain adequate (a) corporate accounting records; and (b) records containing minutes of meetings and resolutions of the directors and any committee thereof. Continued insurance holding companies (3) For the purposes of paragraph (1)(b) and subsection (2), (a) in the case of a body corporate continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so continued; and (b) in the case of a body corporate amalgamated and continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 870
Place of records 870 (1) The records described in section 869 shall be kept at the head office of the insurance holding company or at such other place in Canada as the directors think fit. Exception (1.1) Subject to subsection 876(1.1), subsection (1) does not apply to an insurance holding company that is a subsidiary of a regulated foreign entity. Notice of place of records (2) Where any of the records described in section 869 are not kept at the head office of an insurance holding company, the insurance holding company shall notify the Superintendent of the place where the records are kept. Inspection (3) The records described in section 869 shall at all reasonable times be open to inspection by the directors. Access to insurance holding company records (4) Shareholders and creditors of an insurance holding company and their personal representatives may examine the records referred to in subsection 869(1) during the usual business hours of the insurance holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the insurance holding company is a distributing insurance holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the insurance holding company and take extracts from them or have copies of them made. Copies of by-laws for shareholders (5) Every shareholder of an insurance holding 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 insurance holding company. Electronic access (6) An insurance holding company may make the information contained in records referred to in subsection 869(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. 2001, c. 9, s. 465; 2005, c. 54, s. 344 2020, c. 1, s. 179
Insurance Companies Act — I-11.8 871
Shareholder lists 871 (1) A person who is entitled to a basic list of shareholders of an insurance holding company (in this section referred to as the “applicant”) may request the insurance holding company to furnish the applicant with a basic list within ten days after receipt by the insurance holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the insurance holding 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 873, 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 shareholder or creditor of an insurance holding company or their personal representative — or if the insurance holding company is a distributing insurance holding company, any person — is entitled to a basic list of shareholders of the insurance holding company. Basic list of shareholders (4) A basic list of shareholders of an insurance holding 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 insurance holding company; (b) the number of shares owned by each shareholder; and (c) the address of each shareholder as shown in the records of the insurance holding company. Supplemental lists (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding 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) An insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 345
Insurance Companies Act — I-11.8 872
Option holders 872 A person requiring an insurance holding company to supply a basic list or a supplemental list of shareholders may also require the insurance holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 873
Use of shareholder list 873 A list of shareholders obtained under section 871 shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the insurance holding company; (b) an offer to acquire shares of the insurance holding company; or (c) any other matter relating to the affairs of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 874
Form of records 874 (1) A register or other record required or authorized by this Part to be prepared and maintained by an insurance holding 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) Despite section 877, an insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 875
Protection of records 875 An insurance holding 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 Part to be prepared and maintained. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 876
Requirement to maintain copies and process information in Canada 876 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding 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 an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding 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 an insurance holding company referred to in subsection 870(1.1) or 274(3) maintains records referred to in section 869 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 insurance holding 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 insurance holding company not to maintain a copy of those records or register at any place in Canada. Insurance holding company (2) An insurance holding company shall without delay comply with any order issued under subsection (1) or (1.1). 2001, c. 9, s. 465; 2005, c. 54, s. 346; 2007, c. 6, s. 322 2020, c. 1, s. 180
Insurance Companies Act — I-11.8 877
Retention of records 877 An insurance holding company shall retain (a) the records of the insurance holding company referred to in subsection 869(1); (b) any record of the insurance holding company referred to in paragraph 869(2)(a) or (b); and (c) the central securities register referred to in subsection 271(1). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 878
Regulations 878 The Governor in Council may make regulations respecting the records, papers and documents to be retained by an insurance holding 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 876(1.1)(a). 2001, c. 9, s. 465 2020, c. 1, s. 181
Insurance Companies Act — I-11.8 879
Sections 271 to 277 apply 879 Sections 271 to 277 apply in respect of insurance holding companies, subject to the following: (a) references to “company” in those sections are to be read as references to “insurance holding company”; and (b) the reference to “subsection 268(1.1)” in subsection 274(3) is to be read as a reference to “subsection 876(1.1)”; (c) the reference to “subsection 73(1)” in section 277 is to be read as a reference to “subsection 752(1)”. 2001, c. 9, s. 465; 2005, c. 54, s. 347 2020, c. 1, s. 182
Insurance Companies Act — I-11.8 880
Publication of name 880 An insurance holding company shall set out its name in legible characters in all contracts, 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 insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 881
Corporate seal 881 (1) An insurance holding company may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 465; 2005, c. 54, s. 348
Insurance Companies Act — I-11.8 882
Sections 288 to 295 apply 882 Sections 288 to 295 apply in respect of insurance holding companies, subject to the following: (a) references to “company” in those sections are to be read as references to “insurance holding company”; (b) references to “this Act” in those sections are to be read as references to “this Part”; and (c) references to “this Division” in those sections are to be read as references to “this Subdivision”. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 883
Ss. 296 and 297 apply 883 Sections 296 and 297 apply in respect of insurance holding companies except that references to “company” are to be read as references to “insurance holding company”. 2001, c. 9, s. 465; 2005, c. 54, s. 349
Insurance Companies Act — I-11.8 883.1
Ss. 298 to 300 apply 883.1 Sections 298 to 300 apply in respect of insurance holding companies subject to the following: (a) references to “company” are to be read as references to “insurance holding company”; (b) references to “this Act” are to be read as references to “this Part”; (c) references to “the policyholders entitled to vote and the shareholders” in subsections 300(2) and (4) to (6) are to be read as references to “the shareholders”; (d) the reference to “section 242” in paragraph 300(10)(c) is to be read as a reference to “section 854”; and (e) the reference to “a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4)” in subsection 300(25) is to be read as a reference to “a regulation referred to in subsection 992(1) or (2) or of an order made under subsection 992(3)”. 2005, c. 54, s. 349
Insurance Companies Act — I-11.8 884
Ss. 307 to 316.1 apply 884 Sections 307 to 316.1 apply in respect of insurance holding companies, subject to the following: (a) references to “company” in those sections are to be read as references to “insurance holding company”; and (b) references to “this Division” in those sections are to be read as references to “this Subdivision”. 2001, c. 9, s. 465; 2005, c. 54, s. 350
Insurance Companies Act — I-11.8 885
Sections 317 to 329 apply 885 Sections 317 to 329 apply in respect of insurance holding companies, subject to the following: (a) references to “company” in those sections are to be read as references to “insurance holding company”; (b) references to “this Act” in those sections are to be read as references to “this Part”; (c) references to “this Division” in those sections are to be read as references to “this Subdivision”; and (d) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 700(1). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 886
Financial year 886 (1) The financial year of an insurance holding company ends, at the election of the insurance holding company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year. First financial year (2) If, in any year, an insurance holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 888
Annual statement — approval 888 (1) The directors of an insurance holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the insurance holding company authorized by the directors to sign in the stead of the chief executive officer; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) An insurance holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 2001, c. 9, s. 465; 2005, c. 54, s. 352