GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 527
Acquisition of assets 527 (1) A company may purchase or otherwise acquire from a related party of the company (a) securities of or guaranteed by the Government of Canada or the government of a province; (b) assets fully secured by securities of or guaranteed by the Government of Canada or the government of a province; or (c) goods for use in the ordinary course of business. Sale of assets (2) Subject to section 512, a company may sell any assets of the company to a related party of the company if (a) the consideration for the assets is fully paid in money; and (b) there is an active market for those assets. Asset transactions with financial institutions (3) Notwithstanding any of the provisions of subsections (1) and (2), a company may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the company that is a financial institution. Asset transactions in restructuring (4) Notwithstanding any of the provisions of subsections (1) and (2), a company may acquire any assets from, or dispose of any assets to, a related party of the company as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. Idem (5) A company may lease assets (a) from a related party of the company for use in the ordinary course of business of the company, or (b) to a related party of the company, if the lease payments are made in money. Approval under subsection 254(2) or (2.01) (6) A company or society may acquire any assets from, or dispose of any assets to, a related party of the company under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01). 1991, c. 47, s. 527; 2007, c. 6, s. 245
Insurance Companies Act — I-11.8 528
Services 528 (1) A company may enter into a transaction with a related party of the company if the transaction (a) subject to subsection (2), consists of a written contract for the purchase by the company of services used in the ordinary course of business; (b) subject to subsection (4), involves the provision of services normally offered to the public by the company in the ordinary course of business; (c) consists of a written contract with a financial institution or an entity in which the company is permitted to have a substantial investment pursuant to section 495 that is a related party of the company (i) for the networking of any services provided by the company or the financial institution or entity, or (ii) for the referral of any person by the company to the financial institution or entity, or for the referral of any person by the financial institution or entity to the company; (d) consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the company or its subsidiaries; or (e) involves the provision by the company of management, advisory, accounting, information processing or other services in relation to any business of the related party. Restriction (2) Where a company has entered into a contract pursuant to paragraph (1)(a) and the contract, when taken together with all other such contracts entered into by the company, results in all or substantially all of the management functions of the company being exercised by persons who are not employees of the company, the Superintendent may, by order, if the Superintendent considers that result to be inappropriate, require the company, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the company are exercised by employees of the company to the extent specified in the order. Exception (3) Despite subsection 521(2), a company is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the company and the business of which is limited to the activity referred to in paragraph 495(2)(c) and the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, as defined in subsection 534(2). Services (4) The provision of services, for the purposes of paragraph (1)(b), does not include the making of loans or guarantees. 1991, c. 47, s. 528; 1997, c. 15, s. 279; 2007, c. 6, s. 246
Insurance Companies Act — I-11.8 528.1
Transactions with holding companies 528.1 (1) Subject to subsection (2) and sections 528.2 and 528.3, if a widely held insurance holding company or a widely held bank holding company has a significant interest in any class of shares of a company, the company may enter into any transaction with the holding company or with any other related party of the company that is an entity in which the holding company has a substantial investment. Policies and procedures (2) The company shall adhere to policies and procedures established under subsection 204(3) when entering into the transaction. 2001, c. 9, s. 429
Insurance Companies Act — I-11.8 528.2
Restriction 528.2 (1) If a company enters into a transaction with a related party of the company with whom the company may enter into transactions under subsection 528.1(1) and that is not a federal financial institution, the company shall not directly or indirectly make, take an assignment of or otherwise acquire a loan to the related party, make an acceptance, endorsement or other guarantee on behalf of the related party or make an investment in the securities of the related party if, immediately following the transaction, the aggregate financial exposure, as that expression is defined by the regulations, of the company would exceed (a) in respect of all transactions of the company with the related party, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, five per cent of the company’s regulatory capital; or (b) in respect of all transactions of the company with such related parties of the company, the prescribed percentage of the company’s regulatory capital or, if no percentage is prescribed, ten per cent of the company’s regulatory capital. Order (2) If the Superintendent is of the opinion that it is necessary for the protection of the interests of the policyholders and creditors of a company, the Superintendent may, by order, (a) reduce the limit in paragraph (1)(a) or (b) that would otherwise apply to the company; and (b) impose limits on transactions by the company with related parties with whom the company may enter into transactions under subsection 528.1(1) that are federal financial institutions. Order (3) The Superintendent may, by order, increase the limit in paragraph (1)(a) or (b) that would otherwise apply to a company on transactions by the company with related parties that are financial institutions that are regulated in a manner acceptable to the Superintendent. 2001, c. 9, s. 429
Insurance Companies Act — I-11.8 530
Board approval required 530 (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the company, a company shall not, with respect to a related party of the company referred to in subsection 529(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 531, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, other than (i) loans referred to in paragraph 525(b), and (ii) if the related party is a full-time senior officer of the company, loans to the related party that are permitted by subsection 529(2), (e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of the related party, and (f) where the related party is an entity, the book value of all investments by the company and its subsidiaries in the securities of the entity would exceed 2 per cent of the regulatory capital of the company. Limit on transactions with directors, officers and their interests (2) A company shall not, with respect to a related party of the company referred to in subsection 529(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 531, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to all related parties of the company referred to in subsection 529(1) that are held by the company and its subsidiaries, other than (i) loans referred to in section 525, and (ii) loans permitted by subsection 529(2), (e) the sum of all outstanding amounts guaranteed by the company and its subsidiaries on behalf of all related parties of the company referred to in subsection 529(1), and (f) the book value of all investments by the company and its subsidiaries in the securities of all entities that are related parties of the company referred to in subsection 529(1) would exceed 50 per cent of the regulatory capital of the company. Exclusion of de minimis transactions (3) Loans, guarantees and investments that are referred to in section 522 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsections (1) and (2). 1991, c. 47, s. 530; 1997, c. 15, s. 281
Insurance Companies Act — I-11.8 531
Margin loans 531 The Superintendent may establish terms and conditions with respect to the making by a company of margin loans to a director or senior officer of the company. 1991, c. 47, s. 531; 1997, c. 15, s. 282
Insurance Companies Act — I-11.8 532
Exemption by order 532 (1) A company may enter into a transaction with a related party of the company if the Superintendent, by order, has exempted the transaction from the provisions of section 521. Conditions for order (2) The Superintendent shall not make an order referred to in subsection (1) unless the Superintendent is satisfied that the decision of the company to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of the company and does not involve in any significant way the interests of a related party of the company. 1991, c. 47, s. 532; 1996, c. 6, s. 83
Insurance Companies Act — I-11.8 533
Prescribed transactions 533 A company may enter into a transaction with a related party of the company if the transaction is a prescribed transaction or one of a class of prescribed transactions.
Insurance Companies Act — I-11.8 534
Market terms and conditions 534 (1) Except as provided in subsections 529(4) to (6), any transaction entered into with a related party of the company shall be on terms and conditions that are at least as favourable to the company as market terms and conditions. Meaning of market terms and conditions (2) For the purposes of subsection (1), market terms and conditions means (a) in respect of a service or a loan facility offered to the public by the company in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the company in the ordinary course of business; and (b) in respect of any other transaction, (i) terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm’s length and who are acting prudently, knowledgeably and willingly, or (ii) if the transaction is one that would not reasonably be expected to occur in an open market between parties who are at arm’s length, terms and conditions, including those relating to price, rent or interest rate, that would reasonably be expected to provide the company with fair value, having regard to all the circumstances of the transaction, and that would be consistent with the parties to the transaction acting prudently, knowledgeably and willingly. 1991, c. 47, s. 534; 2001, c. 9, s. 430
Insurance Companies Act — I-11.8 535 and 536
535 and 536 [Repealed, 1997, c. 15, s. 283]
Insurance Companies Act — I-11.8 537
Company obligation 537 (1) Where, in respect of any proposed transaction permitted by this Part, other than those referred to in section 522, a company has reason to believe that the other party to the transaction is a related party of the company, the company shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the company. Reliance on information (2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information.
Insurance Companies Act — I-11.8 538
Notice to Superintendent 538 If a company has entered into a transaction that the company is prohibited by this Part from entering into, or a company has entered into a transaction for which approval is required under subsection 530(1) without having obtained the approval, the company shall, on becoming aware of that fact, notify the Superintendent without delay. 1991, c. 47, s. 538; 1997, c. 15, s. 284
Insurance Companies Act — I-11.8 539
Order to void contract or to grant other remedy 539 (1) If a company enters into a transaction that it is prohibited from entering into by this Part, the company or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the company involved in the transaction account to the company for any profit or gain realized or that any director or senior officer of the company who authorized the transaction compensate the company for any loss or damage incurred by the company. Time limit (2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 538 in respect of the transaction is given to the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction. Certificate (3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof. 1991, c. 47, s. 539; 2001, c. 9, s. 431
Insurance Companies Act — I-11.8 540
Definitions 540 (1) In this Part, by-law includes the incorporating instrument of a society; ( règlement administratif ) permitted entity means an entity in which a society is permitted to acquire a substantial investment under section 554; ( entité admissible ) subordinate branch means a division of a society as described in the by-laws of the society; ( succursale secondaire ) supreme governing body means a board of directors or any other group within a society having ultimate authority for managing the business and affairs of the society. ( conseil supérieur de direction ) Members of a society’s group (2) For the purpose of section 554, a member of a society’s group is any of the following: (a) a subsidiary of the society; (b) an entity in which the society has a substantial investment; or (c) a prescribed entity in relation to the society. Words of Part IX (3) Words and expressions that are defined for the purposes of Part IX and referred to in this Part, other than “permitted entity”, have, for the purposes of this Part, the meanings assigned to them by that Part with any modifications that the circumstances require. 1991, c. 47, s. 540; 2001, c. 9, s. 432
Insurance Companies Act — I-11.8
by-law includes the incorporating instrument of a society; ( règlement administratif )
Insurance Companies Act — I-11.8
permitted entity means an entity in which a society is permitted to acquire a substantial investment under section 554; ( entité admissible )
Insurance Companies Act — I-11.8
subordinate branch means a division of a society as described in the by-laws of the society; ( succursale secondaire )
Insurance Companies Act — I-11.8
supreme governing body means a board of directors or any other group within a society having ultimate authority for managing the business and affairs of the society. ( conseil supérieur de direction )
Insurance Companies Act — I-11.8 541
Granting of sickness benefits by subordinate branch 541 No by-law of a society shall empower or purport to empower any subordinate branch of the society to grant sickness benefits to any member of the branch unless the by-law makes adequate provision to secure on an actuarial basis the solvency of the sick benefit fund of the branch.
Insurance Companies Act — I-11.8 542
Society’s business 542 (1) Except as otherwise permitted by this Act, a society shall not carry on a business that does not relate to the business of the insuring of risks in respect of its members or the spouses, common-law partners or children of its members. Additional activities (2) A society may (a) with the consent of the Minister, engage in activities that are reasonably ancillary to the society’s insurance business; (b) engage in fraternal, benevolent or religious activities; (c) hold, manage and otherwise deal with real property; (d) act as an agent for a person, or enter into any other arrangement with a person, in respect of the provision of a service by (i) a financial institution that is primarily engaged in an insurance business, or (ii) a body corporate in which a society is permitted by section 554 to have a substantial investment; and (e) refer persons to a financial institution or body corporate described in paragraph (d). By-law required (3) A society shall not carry on the business of insuring risks unless it is authorized to do so by a by-law of the society passed on the recommendation of the society’s actuary and approved by the Superintendent. Classes of insurance (4) A society shall not insure a risk that is not within a class of insurance that is specified in the order of the Superintendent approving the commencement and carrying on of business by the society. The classes that may be specified in that order are the class of life insurance, the class of accident and sickness insurance or both of those classes. Restriction on leasing (5) A society shall not engage in Canada in any financial leasing of personal property. 1991, c. 47, s. 542; 1996, c. 6, s. 167; 1997, c. 15, s. 285; 2000, c. 12, s. 156
Insurance Companies Act — I-11.8 542.01
Separate accounts 542.01 A society shall maintain a separate account in respect of each class of insurance in which it is authorized to insure risks. 1997, c. 15, s. 285
Insurance Companies Act — I-11.8 542.02
Actuary’s certificate 542.02 A society’s actuary shall certify whether the society’s rates of benefit are reasonable, and whether the amounts of insurance to be issued by the society are reasonable, having regard to (a) the conditions and circumstances for the issuance of policies by the society; (b) the sufficiency of the rates of contribution to provide for those benefits and those amounts of insurance; and (c) the reasonableness of the loan values, cash values and other equities that may be provided under the policies. 1997, c. 15, s. 285
Insurance Companies Act — I-11.8 542.03
Segregated fund restriction 542.03 (1) Only a society that is authorized to insure risks within the class of life insurance may (a) issue policies where the liabilities of the society in respect of the policies vary in amount depending on the market value of a fund consisting of a specified group of assets; or (b) accept or retain, on the direction of a policyholder or beneficiary, policy dividends or bonuses or policy proceeds that are payable on the surrender or maturity of the policy or on the death of the person whose life is insured, where the liabilities of the society in respect of the amounts accepted or retained vary in amount depending on the market value of a fund consisting of a specified group of assets. Segregated funds required (2) A society that issues policies described in paragraph (1)(a) or accepts or retains amounts described in paragraph (1)(b) shall (a) maintain separate accounts in respect of those policies or amounts; and (b) establish and maintain one or more funds consisting of assets that are segregated from the other assets of the society and that are specified as the assets on the market value of which the liabilities of the society in respect of those policies or amounts depend. Creation and maintenance of segregated funds (3) For the purpose of establishing or maintaining a segregated fund required by subsection (2), a society may, subject to the regulations, transfer an amount to the separate account maintained in respect of the segregated fund. Transfers from segregated funds (4) A society may return the current value of an amount transferred under subsection (3) to the account from which the amount was transferred. Claims against segregated funds (5) A claim against a segregated fund maintained under subsection (2) under a policy, or for an amount in respect of which the fund is maintained, has priority over any other claim against the assets of that fund, including the claims referred to in section 161 of the Winding-up and Restructuring Act , except to the extent that the payment of that other claim is secured by a security interest in or on a specific, identifiable asset of the segregated fund. Where fund can satisfy claim (6) The liability of a society under a policy or for an amount in respect of which a segregated fund is maintained under subsection (2) does not, except to the extent that the assets of the fund are insufficient to satisfy a claim for any minimum amount that the society agrees to pay under the policy or in respect of the amount, give rise to a claim against any assets of the society, other than the assets of that fund. Where fund cannot satisfy claim (7) To the extent that the assets of the fund are insufficient to satisfy the liability of a society under a policy or for an amount in respect of which a segregated fund is maintained under subsection (2), that liability gives rise to a claim against the assets of the society, other than the assets of that fund, and that claim has the priority referred to in subsection 161(2) of the Winding-up and Restructuring Act . 1997, c. 15, s. 285; 2007, c. 6, s. 248
Insurance Companies Act — I-11.8 542.04
Regulations 542.04 (1) The Governor in Council may make regulations limiting the extent to which a society may cause itself to be reinsured against risks undertaken under its policies. Regulation may delegate to Superintendent (2) A regulation made under subsection (1) may provide that the Superintendent may, by order, determine the matters or exercise the discretion that the regulation specifies. 1997, c. 15, s. 285; 2007, c. 6, s. 249
Insurance Companies Act — I-11.8 542.05
Restriction on issuance of annuities and endowment insurance 542.05 A society may issue annuities or policies of endowment insurance only if it is authorized to insure risks within the class of life insurance. 1997, c. 15, s. 285; 2007, c. 6, s. 250