jswizzle3737/ontario_laws_and_regs huggingface dataset:
180 (1) Subject to the Insurance Act, any fraternal society may amalgamate with any other fraternal society or transfer all or any portion of its contracts to or reinsure them with any insurer licensed for the transaction of life insurance and may enter into all agreements necessary to such amalgamation, transfer or reinsurance. R.S.O. 1990, c. C.38, s. 180 (1). Agreement for amalgamation, etc. (2) Despite anything in its Act or instrument of incorporation or in its constitution and by-laws, the governing executive authority may enter into any such agreement on behalf of the society through its principal officer and secretary, but no such agreement is binding or effective unless evidence satisfactory to the Chief Executive Officer is produced showing that the principle of amalgamation, transfer or reinsurance has been approved and that the agreement has been confirmed by a vote of the majority of the members present or duly represented at a general or special meeting of the supreme legislative or governing body of the society duly called.  R.S.O. 1990, c. C.38, s. 180 (2); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
181 Subsection 113 (4) applies with necessary modifications to the amalgamation of two or more fraternal societies.  R.S.O. 1990, c. C.38, s. 181.
182 Despite sections 180 and 181, after the day section 7 of Schedule 5 to the Plan for Care and Opportunity Act (Budget Measures), 2018 comes into force, a fraternal society may not amalgamate with another fraternal society. 2018, c. 8, Sched. 5, s. 7. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (1) - 10/10/1997 2018, c. 8, Sched. 5, s. 7 - 08/06/2019
183 Sections 184 to 195 apply to pension fund and employees’ mutual benefit societies incorporated under this Part.  R.S.O. 1990, c. C.38, s. 183.
184 In this section and in sections 185 to 195, “parent corporation” means a corporation any of whose officers establish a pension fund or employees’ mutual benefit society under this Part; (“personne morale mère”) “society” means a pension fund or employees’ mutual benefit society incorporated under this Part; (“société”) “subsidiary corporation” means a corporation, wherever incorporated, at least 75 per cent of whose issued common shares are owned by a parent corporation. (“filiale”)  R.S.O. 1990, c. C.38, s. 184.
185 (1) The Minister may in his or her discretion, by letters patent, issue a charter to any number of persons, not fewer than five, of eighteen or more years of age, two of whom are officers of a corporation legally transacting business in Ontario who apply therefor, constituting such persons and the employees of such corporation and of its subsidiary corporations who join the society and those who replace them from time to time a pension fund or employees’ mutual benefit society corporation.  R.S.O. 1990, c. C.38, s. 185 (1); 2017, c. 20, Sched. 7, s. 50. Contents of application (2) The application for the incorporation of a pension fund or employees’ mutual benefit society shall show, (a)  its proposed name; (b)  the name of its parent corporation; (c)  the place in Ontario where its head office is to be situate; (d)  the name in full and the place of residence of each of the applicants; and (e)  the names, not fewer than five, of those who are to be its first directors.  R.S.O. 1990, c. C.38, s. 185 (2); 2004, c. 19, s. 10 (3). Notice (3) Notice of the application for incorporation of a society shall be published in at least four consecutive issues of The Ontario Gazette and the notice shall state, (a)  its proposed name; (b)  the place in Ontario where its head office is to be situate; and (c)  the name of its secretary.  R.S.O. 1990, c. C.38, s. 185 (3). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 10 (3) - 01/06/2005 2017, c. 20, Sched. 7, s. 50 - 19/10/2021
186 The first directors have power to call the first meeting of the society and at such meeting directors may be elected and by-laws may be passed under this Act, and a copy of such by-laws shall be filed with the Minister within two weeks after the passing thereof, and copies of subsequent by-laws in amendment thereof, in addition thereto or diminution therefrom, shall also be filed with the Minister within two weeks after the passing thereof.  R.S.O. 1990, c. C.38, s. 186.
187 (1) The affairs of the society shall be administered by a board of directors who shall be appointed or elected in such manner, in such number, with such qualifications and for such period as are determined by the by-laws, but at the first meeting of the society five directors shall be elected, subject to addition to such number if so sanctioned by the by-laws, and other officers may be appointed in such manner with such remuneration and under such provisions touching their powers and duties as are established by the by-laws. Management of fund by trust corporation (2) The board of directors may by by-law entrust the whole or a part of the fund of the society to a trust corporation licensed under the law of Ontario and may delegate to such trust corporation all or any of its powers and discretions relating to the custody and management of the fund.  R.S.O. 1990, c. C.38, s. 187. Powers
188 (1) In this section, “dependants” means the spouses and children under eighteen years of age, including adopted children, of officers or employees within the meaning of this section.  R.S.O. 1990, c. C.38, s. 188 (1); 2005, c. 5, s. 16 (3). Powers of society (2) After its incorporation, every pension fund and employees’ mutual benefit society has the power, by means of voluntary contribution or otherwise as its by-laws provide, to form a fund or funds and may invest, hold and administer the same and may therefrom, (a)  provide for the support and payment of pensions and other benefits to officers and employees of the parent corporation and its subsidiary corporations who have retired or who cease to be employed by the parent corporation or one of its subsidiary corporations; (b)  provide, in such manner as the by-laws specify, for the payment of pensions, annuities, gratuities or other benefits to the surviving spouses and children or other surviving relatives or legal representatives of officers and employees or retired officers and employees of the parent corporation and its subsidiary corporations who have died; (c)  provide for the payment of benefits to officers and employees of the parent corporation or one of its subsidiary corporations by reason of illness, accident or disability; (d)  provide for the payment of benefits by reason of illness, accident or disability to former officers and employees of the parent corporation and its subsidiary corporations who are retired; (e)  provide for the payment of benefits to officers and employees or retired officers and employees of the parent corporation or one of its subsidiary corporations in respect of illness, accident or disability affecting dependants of such officers or employees; and (f)  upon the death of such officers or employees, pay a funeral benefit in such manner as the by-laws specify.  R.S.O. 1990, c. C.38, s. 188 (2); 2005, c. 5, s. 16 (4); 2016, c. 23, s. 44 (2). Section Amendments with date in force (d/m/y) 2005, c. 5, s. 16 (3, 4) - 09/03/2005 2016, c. 23, s. 44 (2)
- 05/12/2016
189 (1) A pension fund and employees’ mutual benefit society has all corporate powers necessary for its purposes and may pass by-laws not contrary to law defining and regulating in the premises, and prescribing the mode of enforcement of, all the rights, powers and duties of, (a)  the society; (b)  its individual members; (c)  the officers and employees of the parent corporation and its subsidiary corporations; (d)  the surviving spouses and children or other surviving relatives, or the personal representatives of such officers and employees; and (e)  the parent corporation.  R.S.O. 1990, c. C.38, s. 189 (1); 2005, c. 5, s. 16 (5); 2016, c. 23, s. 44 (3). Additional by-laws (2) Every such society may also make by-laws as aforesaid for, (a)  the formation and maintenance of the fund; (b)  the management and distribution of the fund; (c)  the enforcement of any penalty or forfeiture in the premises; and (d)  the government and ordering of all business and affairs of the society.  R.S.O. 1990, c. C.38, s. 189 (2). Sanction of parent corporation (3) No such by-law is effective unless it has been sanctioned by the board of directors of the parent corporation.  R.S.O. 1990, c. C.38, s. 189 (3). Section Amendments with date in force (d/m/y) 2005, c. 5, s. 16 (5) - 09/03/2005 2016, c. 23, s. 44 (3)
- 05/12/2016
190 All the powers, authority, rights, penalties and forfeitures whatever of the society or of its members, officers or employees, or of such surviving spouses and children or other surviving relatives or legal representatives, or of the parent corporation shall be such and such only and may be enforced in such mode and in such mode only, as by such by-laws are defined and limited.  R.S.O. 1990, c. C.38, s. 190; 2005, c. 5, s. 16 (6); 2016, c. 23, s. 44 (2). Section Amendments with date in force (d/m/y) 2005, c. 5, s. 16 (6) - 09/03/2005 2016, c. 23, s. 44 (2)
- 05/12/2016
191 All the revenue of the society, from whatever source derived, shall be devoted exclusively to the maintenance of the society and the furtherance of the objects of the fund and to no other purpose.  R.S.O. 1990, c. C.38, s. 191.
192 The parent corporation may contribute annually or otherwise to the funds of the society by a vote of its directors or its shareholders.  R.S.O. 1990, c. C.38, s. 192.
193 The interest of a member in the funds of the society is not transferable or assignable by way of pledge, hypothecation, sale, security or otherwise.  R.S.O. 1990, c. C.38, s. 193.
194 (1) Where it is shown to the satisfaction of the Minister that the accounts of a society have been materially or wilfully falsified, or where there is filed with the Minister a requisition for audit bearing the signatures and addresses of at least 25 per cent of the members of the society and alleging in a sufficiently particular manner to the satisfaction of the Minister specific fraudulent or illegal acts, or the repudiation of obligations, or insolvency, the Minister may appoint one or more accountants or actuaries who shall, under the Minister’s direction, make a special audit of the books and accounts and report thereon in writing verified upon oath to the Minister.  R.S.O. 1990, c. C.38, s. 194 (1); 2004, c. 19, s. 10 (4); 2017, c. 20, Sched. 7, s. 51. Security for costs (2) Where an audit is requested, the persons requesting it shall, with their requisition, deposit with the Minister security for the costs of the audit in such sum as the Minister fixes, and, where the facts alleged in the requisition appear to the Minister to have been partly or wholly disproved by the audit, he or she may pay the costs thereof partly or wholly out of the deposit.  R.S.O. 1990, c. C.38, s. 194 (2). Duty to facilitate special audit (3) The society, its officers and servants shall facilitate the making of such special audit so far as it is in their power and shall produce for inspection and examination by the person so appointed such books, securities and documents as the person may require.  R.S.O. 1990, c. C.38, s. 194 (3). Expense of special audit (4) Subject to subsection (2), the expense of such special audit shall be borne by the society, and the auditor’s account, when approved in writing by the Minister, shall be paid by the society forthwith.  R.S.O. 1990, c. C.38, s. 194 (4). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 10 (4) - 01/06/2005 2017, c. 20, Sched. 7, s. 51 - 19/10/2021
195 A society formed under this Act shall at all times when thereunto required by the Minister make a full return of its assets and liabilities and of its receipts and expenditures for such period and with such details and other information as the Minister may require.  R.S.O. 1990, c. C.38, s. 195.
196 (1) If an insurer incorporated under the law of Ontario, whether under this Act or under any general or special Act, does not go into actual operation within two years after incorporation, or if, after an insurer has undertaken contracts, such insurer discontinues business for one year, or if its licence remains suspended for one year, or is cancelled and is not revived within the period of sixty days, the insurer’s corporate powers by reason of that fact cease and determine, except for the sole purpose of winding up its affairs, and in any action or proceeding in which such non-user is alleged, proof of user is upon the insurer, and the court, upon the petition of the Attorney General or of any person interested, may limit the time within which the insurer is to settle and close its accounts, and may, for that purpose or for the purpose of liquidation generally, appoint a receiver.  R.S.O. 1990, c. C.38, s. 196 (1); 1997, c. 19, s. 31 (2). Rights of creditors (2) No such forfeiture affects prejudicially the rights of creditors as they exist at the date of the forfeiture.  R.S.O. 1990, c. C.38, s. 196 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (2) - 10/10/1997
197 In sections 198 to 204, “shareholder” includes member and participating policyholder eligible to vote for a policyholders’ director.  R.S.O. 1990, c. C.38, s. 197.
198 (1) The directors of an insurer undertaking and transacting life insurance shall lay before each annual meeting of shareholders, (a)  a financial statement for the period commencing on the date of incorporation and ending not more than six months before such annual meeting or commencing immediately after the period covered by the previous financial statement and ending not more than six months before such annual meeting, as the case may be, made up of, (i)  a statement of revenue and expenditure for such period, (ii)  a statement of surplus for such period, (iii)  a balance sheet made up to the end of such period; (b)  the report of the auditor to the shareholders; (c)  such further information respecting the financial position of the insurer as the letters patent, supplementary letters patent or by-laws of the insurer require. Contents of financial statement (2) The statements referred to in the subclauses of clause (1) (a) shall comply with and be governed by sections 199 to 203, but it is not necessary to designate them the statement of revenue and expenditure, statement of surplus and balance sheet. Incorporation of statements (3) The statement of surplus referred to in subclause (1) (a) (ii) and the information required by subsections 200 (2) and (3) may be incorporated in and form part of the statement of revenue and expenditure referred to in subclause (1) (a) (i). Auditor’s report to be read (4) The report of the auditor to the shareholders shall be read at the annual meeting and shall be open to inspection by any shareholder.  R.S.O. 1990, c. C.38, s. 198.
199 (1) The statement of revenue and expenditure to be laid before an annual meeting shall be drawn up so as to present fairly the results of the operations of the insurer for the period covered by the statement and so as to distinguish severally at least, (a)  premium income; (b)  income from invested assets; (c)  profit or loss from sale of invested assets; (d)  amounts by which values of invested assets are increased or decreased; (e)  payments to policyholders and beneficiaries, other than the disbursement of money previously left on deposit; (f)  increase or decrease in actuarial liability under insurance and annuity contracts; (g)  total remuneration of directors as such from the insurer, including all salaries, bonuses, fees, contributions to pension funds and other emoluments; (h)  premium taxes; (i)  head office, agency, investment and other operating expenses; (j)  the amount transferred to or from general surplus. Notes (2) Despite subsection (1), items of the natures described in clauses (1) (d) and (g) may be shown by way of note to the statement of revenue and expenditure.  R.S.O. 1990, c. C.38, s. 199.
200 (1) The statement of surplus shall be drawn up so as to present fairly the transactions reflected in it and shall show separately a statement of general surplus and a statement of shareholders’ surplus, howsoever designated. General surplus (2) The statement of general surplus shall be drawn up so as to distinguish at least the following items: 1.  The balance of each amount making up the total of general surplus as shown in the balance sheet at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period and, without restricting the generality of the foregoing, at least the following: i.  The amount shown on the statement of revenue and expenditure as transferred to or from general surplus. ii.  The amount of surplus arising from the issue of shares or the reorganization of the insurer’s issued capital, including, (a)  the amount of premiums received on the issue of shares at a premium; (b)  the amount of surplus realized on the purchase for cancellation of shares. iii.  Donations of cash or other property by shareholders. 3.  The balance of each amount making up such general surplus as shown in the balance sheet at the end of the financial period. Shareholders’ surplus (3) The statement of shareholders’ surplus shall be drawn so as to distinguish at least the following items: 1.  The balance of such surplus as shown in the balance sheet at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period and, without restricting the generality of the foregoing, at least the following: i.  The amount transferred to or from general surplus. ii.  Provision for taxes on income. iii.  The amount of dividends declared on each class of shares. 3.  The balance of such surplus as shown in the balance sheet at the end of the financial period.  R.S.O. 1990, c. C.38, s. 200.
202 (1) There shall be stated by way of note to the financial statement particulars of any change in accounting or actuarial principle or practice or in the method of applying any accounting or actuarial principle or practice made during the period covered that affects the comparability of any of the statements with any of those for the preceding period, and the effect, if material, of any such change upon the results of operations for the period. Idem (2) Where applicable, the following matters shall be referred to in the financial statement or by way of note thereto: 1.  The basis of conversion of amounts from currencies other than the currency in which the financial statement is expressed. 2.  Foreign currency restrictions that affect the assets of the insurer. 3.  Contractual obligations that will require abnormal expenditures in relation to the insurer’s normal business requirements or financial position or that are likely to involve losses not provided for in the accounts. 4.  Contingent liabilities, stating their nature and, where practicable, the approximate amounts involved. 5.  Any liability secured otherwise than by operation of law on any asset of the insurer, stating the liability so secured, but it is not necessary to specify the asset on which the liability is secured. 6.  The gross amount of arrears of dividends on any class of shares and the date to which such dividends were last paid. 7.  Where an insurer has contracted to issue shares or has given an option to purchase shares, the class and number of shares affected, the price and the date for issue of the shares or exercise of the option. 8.  Any restriction by the letters patent, supplementary letters patent or by-laws of the insurer or by contract on the payment of dividends that is significant in the light of the insurer’s financial position. Idem (3) Every note to a financial statement is an integral part of it.  R.S.O. 1990, c. C.38, s. 202.
203 Despite sections 199 to 202, it is not necessary to state in a financial statement any matter that in all the circumstances is of relative insignificance.  R.S.O. 1990, c. C.38, s. 203.
204 (1) In a financial statement, the term “reserve” shall be used to describe only, (a)  amounts appropriated from surplus at the discretion of management for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; (b)  amounts appropriated from surplus pursuant to the instrument of incorporation, instrument amending the instrument of incorporation or by-laws of the insurer for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; and (c)  amounts appropriated from surplus in accordance with the terms of a contract and which can be restored to the surplus when the conditions of the contract are fulfilled. Idem (2) Despite subsection (1), the term “reserve” may be used to describe the actuarial liability under insurance and annuity contracts.  R.S.O. 1990, c. C.38, s. 204.
205 The auditor of a joint stock insurance company or a cash mutual insurance corporation shall in the report required to be made by subsection 96 (2) also make such statements as the auditor considers necessary, (a)  if, in the case of corporations transacting other than life insurance, the provision for unearned premiums is not calculated as required by the Insurance Act; (b)  if the provision for unpaid claims, in the auditor’s opinion, is not adequate; (c)  if the financial statement includes as assets items prohibited by the Insurance Act from being shown in the annual statements required to be filed thereunder; or (d)  if any of the transactions of the corporation that have come to the auditor’s notice have not been within its powers.  R.S.O. 1990, c. C.38, s. 205.
206 Every insurer shall deliver to the Chief Executive Officer within one month after passing thereof, a certified copy of its by-laws and of every repeal or addition to or amendment or consolidation thereof.  R.S.O. 1990, c. C.38, s. 206; 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
207 A copy of every balance sheet or other statement published or circulated by an insurer, purporting to show its financial condition, shall be mailed or delivered to the Chief Executive Officer, concurrently with its issue to its shareholders or policyholders, or to the general public.  R.S.O. 1990, c. C.38, s. 207; 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
208 A person who fails to comply with section 205, 206 or 207 shall be deemed to be guilty of an offence under the Insurance Act.  R.S.O. 1990, c. C.38, s. 208. 209 Repealed:  2006, c. 33, Sched. O, s. 25. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 25 - 05/05/2008
210 (1) A joint stock life insurance company may by by-law provide that the affairs of the company shall be managed by a board of directors of whom a specified number, herein called shareholders’ directors, shall be elected by the shareholders of the company, and a specified number, herein called policyholders’ directors, shall be elected by those persons, herein called participating policyholders, whose lives are insured under a participating policy or participating policies of the company for at least $2,000 upon which no premiums are due, whether or not any such person is a shareholder of the company.  R.S.O. 1990, c. C.38, s. 210 (1). Number of directors; vacancies (2) A by-law passed under subsection (1) shall provide for the election of not fewer than nine and not more than twenty-one directors, of whom not fewer than one-third shall be policyholders’ directors, and any vacancy occurring in the board of directors may be filled for the remainder of the term by the directors.  R.S.O. 1990, c. C.38, s. 210 (2). Participating policyholders’ right to vote (3) Participating policyholders are entitled to attend and vote in person and not by proxy at all general meetings of the company, but as such are not entitled to vote for the election of shareholders’ directors, but this section does not confer rights or impose liabilities on such participating policyholders in a liquidation of the company.  R.S.O. 1990, c. C.38, s. 210 (3). (4) Repealed:  2006, c. 33, Sched. O, s. 26. Annual meeting (5) Such a life insurance company shall have a fixed time in each year for its annual meeting and such time shall be printed in prominent type on each premium notice or each premium receipt issued by the company, and, in addition to all other notices required to be given by this Act, it shall give fifteen days notice of such meeting in two or more daily newspapers published at or as near as may be to the place where the company has its head office.  R.S.O. 1990, c. C.38, s. 210 (5). Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 26 - 05/05/2008
211 Despite anything in the letters patent incorporating the company or in its by-laws or in this Act, a joint stock life insurance company may, with the permission of the minister charged with the administration of the Insurance Act, establish and implement a plan for the conversion of the company into a mutual company by the purchase of shares of the capital stock of the company in accordance with Schedule 1 to this Act.  R.S.O. 1990, c. C.38, s. 211; 2020, c. 7, Sched. 7, s. 3. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 7, s. 3 - 17/03/2020
212 In sections 213 to 224, “insured person” means a person who enters into a subsisting contract of insurance with an insurer and includes, (a)  every person insured by a contract whether named or not, (b)  every person to whom or for whose benefit all or part of the proceeds of a contract of insurance are payable, and (c)  every person entitled to have insurance money applied toward satisfaction of the person’s judgment in accordance with section 258 of the Insurance Act; (“assuré”) “loss” includes the happening of an event or contingency by reason of which a person becomes entitled to a payment under a contract of insurance of money other than a refund of unearned premiums; (“sinistre”) “Minister” means the member of the Executive Council charged for the time being by the Lieutenant Governor in Council with the administration of the Insurance Act; (“ministre”) “Ontario contract” means a subsisting contract of insurance that, (a)  has for its subject, (i)  property that at the time of the making of the contract is in Ontario or is in transit to or from Ontario, or (ii)  the life, safety, fidelity or insurable interest of a person who at the time of the making of the contract is resident in Ontario or of an incorporated company that has its head office in Ontario, or (b)  makes provision for payment thereunder primarily to a resident of Ontario or to an incorporated company that has its head office in Ontario. (“contrat de l’Ontario”)  R.S.O. 1990, c. C.38, s. 212; 1997, c. 19, s. 31 (3). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (3) - 10/10/1997
213 (1) The provisions of Part VI relating to the winding up of corporations apply to insurers incorporated under or subject to this Act except where inconsistent with this Part. Definition (2) Where the company, corporation or society is not constituted exclusively or chiefly for insurance purposes and the insurance branch and fund are completely severable from every other branch and fund of the company, corporation or society, the word “insurer” for the purposes of sections 214 to 227 means only the insurance branch of the company, corporation or society.  R.S.O. 1990, c. C.38, s. 213.
214 (1) An insurer incorporated in Ontario may also be wound up by order of the court on the application of the Chief Executive Officer, if the court is satisfied that, (a)  the insurer has failed to exercise its corporate powers during any continuous period of four years; (b)  the insurer has not commenced business or gone into actual operation within four years after it was incorporated; (c)  the insurer has discontinued business for one year after it has undertaken insurance contracts within the meaning of the Insurance Act; (d)  the insurer’s licence has been suspended for one year or more; (e)  the insurer has carried on business or entered into a contract or used its funds in a manner or for a purpose prohibited or not authorized by the Insurance Act or by its Act of incorporation or by any special Act applicable thereto; or (f)  other sufficient cause has been shown. R.S.O. 1990, c. C.38, s. 214 (1); 2018, c. 8, Sched. 5, s. 13. Approval of Lieutenant Governor in Council (2) No such application shall be made by the Chief Executive Officer without the approval of the Lieutenant Governor in Council. R.S.O. 1990, c. C.38, s. 214 (2); 2018, c. 8, Sched. 5, s. 13. Application of Part VI (3) Upon the making of an order under this section, the provisions of Part VI relating to the winding up of a corporation, in so far as they are not inconsistent with this Part, apply.  R.S.O. 1990, c. C.38, s. 214 (3). Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
215 (1) In the case of an insurer incorporated in Ontario, (a)  Repealed:  1997, c. 19, s. 31 (4). (b)  if its licence is cancelled, the Minister may appoint a provisional liquidator who shall take charge of the affairs of the company and may direct that it be wound up forthwith under this Act.  R.S.O. 1990, c. C.38, s. 215 (1); 1997, c. 19, s. 31 (4). Powers (2) Until a permanent liquidator is appointed, the provisional liquidator shall exercise all the powers of the insurer and none of the officers or servants of the insurer shall make any contract for, incur any liability on behalf of, or expend any money of, the insurer without the approval of the provisional liquidator. Petition by provisional liquidator for winding-up order (3) The provisional liquidator shall petition the court for a winding-up order, and, if the court is of the opinion that it is just and equitable so to do, it may make an order winding up the company and thereupon the provisions of this Act relating to the winding up of a corporation, in so far as they are not inconsistent with this Part, apply. Sale of business (4) The provisional liquidator or the liquidator, despite this Act, but, subject to the approval of the court, may sell the business and undertaking of the company as a going concern.  R.S.O. 1990, c. C.38, s. 215 (2-4). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (4) - 10/10/1997
216 (1) The remuneration to be paid to a provisional liquidator appointed under subsection 215 (1) shall be fixed by the Minister.  R.S.O. 1990, c. C.38, s. 216 (1). Payment of costs of provisional liquidator (2) The remuneration and all expenses and outlay in connection with the appointment of the provisional liquidator, together with all expenses and outlay of the provisional liquidator while the provisional liquidator acts in that capacity, shall be borne and paid by the insurer and form a first lien or charge upon the assets of the insurer.  R.S.O. 1990, c. C.38, s. 216 (2); 1997, c. 19, s. 31 (5). (3) Repealed:  1997, c. 19, s. 31 (6). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (5, 6) - 10/10/1997
217 (1) When an insurer incorporated under or subject to the law of Ontario proposes to cease writing insurance or to call a general meeting to consider a resolution for its voluntary liquidation under this Act, it shall give at least one month’s notice in writing thereof to the Chief Executive Officer and the regulator with the authority to order the cancellation of an insurer’s licence in each province or territory of Canada, other than Ontario, in which the insurer is licensed.  R.S.O. 1990, c. C.38, s. 217 (1); 1997, c. 28, s. 50; 2018, c. 8, Sched. 5, s. 8. Notice to Chief Executive Officer of voluntary winding up (2) When an insurer has passed a resolution for voluntary winding up, the insurer shall notify the Chief Executive Officer thereof and of the date on which contracts of insurance will cease to be entered into by the insurer and of the name and address of its liquidator. R.S.O. 1990, c. C.38, s. 217 (2); 2018, c. 8, Sched. 5, s. 13 Publication of notice (3) The notice under subsection (2) shall also be published by the insurer in two consecutive issues of The Ontario Gazette and the official gazette of each other province in which the insurer is licensed and in such newspapers and other publications as the Chief Executive Officer may require.  R.S.O. 1990, c. C.38, s. 217 (3); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 50 - 01/07/1998 2018, c. 8, Sched. 5, s. 8, 13 - 08/06/2019
218 (1) The provisional liquidator or the liquidator, before the fixing of a termination date pursuant to section 220, may arrange for the reinsurance of the subsisting contracts of insurance of the insurer with some other insurer licensed in Ontario.  R.S.O. 1990, c. C.38, s. 218 (1); 1997, c. 19, s. 31 (7). Funds available for reinsurance (2) For the purpose of securing the reinsurance, the following funds shall be available: 1.  The entire assets of the insurer in Ontario except the amount reasonably estimated by the provisional liquidator or the liquidator as being required to pay, (a)  the costs of the liquidation or winding up; (b)  all claims for losses covered by the insurer’s contracts of insurance of which notice has been received by the insurer or provisional liquidator or liquidator before the date on which the reinsurance is effected; (c)  the claims of the preferred creditors who are the persons paid in priority to other creditors under the winding-up provisions of this Act, all of which shall be a first charge on the assets of the insurer.  R.S.O. 1990, c. C.38, s. 218 (2); 1997, c. 19, s. 31 (8, 9). (3) Repealed:  1997, c. 19, s. 31 (10). Payments to creditors other than preferred creditors (4) The creditors of the insurer, other than the insured persons and the said preferred creditors, are entitled to receive a payment on their claims only if provision has been made for the payments mentioned in subsection (2) and for the reinsurance.  R.S.O. 1990, c. C.38, s. 218 (4). Reinsurance of part of contracts (5) If, after providing for the payments mentioned in subsection (2), the balance of the assets of the insurer is insufficient to secure the reinsurance of the contracts of the insured persons in full, the reinsurance may be effected for such portion of the full amount of the contracts as is possible.  R.S.O. 1990, c. C.38, s. 218 (5); 1997, c. 19, s. 31 (11). Approval (6) No contract of reinsurance shall be entered into under this section until it is approved by the court.  R.S.O. 1990, c. C.38, s. 218 (6). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (7-11) - 10/10/1997 219 Repealed:  1997, c. 19, s. 31 (12). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (12) - 10/10/1997
220 (1) If the provisional liquidator or the liquidator fails to secure reinsurance, or is of the opinion that it is impracticable or inexpedient to arrange for reinsurance, the provisional liquidator or the liquidator, (a)  with the approval of the court and subject to such terms as are prescribed by it; and (b)  for the purpose of securing the payment of existing claims and avoiding further losses, may publish a notice fixing a termination date for the subsisting contracts of insurance of such insurer, and on and after that date coverage and protection under the Ontario contracts cease and the insurer is not liable under any such contract for a loss that occurs after that date. Termination of Ontario contracts, where termination date fixed in another province (2) Where a provisional liquidator or a liquidator has been appointed in another province to wind up an insurer incorporated in that province, and if such provisional liquidator or liquidator fixed a termination date for the contracts of insurance of the insurer, on and after that date coverage and protection under the Ontario contracts cease and determine and the insurer is not liable under any such contract for a loss that occurs after that date.  R.S.O. 1990, c. C.38, s. 220 (1, 2). (3) Repealed:  1997, c. 19, s. 31 (13). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (13) - 10/10/1997
221 The provisional liquidator or the liquidator shall cause the notice, (a)  to be published in The Ontario Gazette and in the official gazette of each other province in which the insurer is licensed and in such newspapers as the court directs in order to give reasonable notice of the termination date so fixed; and (b)  to be sent to each policyholder at the policyholder’s address as shown on the books and records of the company. R.S.O. 1990, c. C.38, s. 221; 2023, c. 9, Sched. 9, s. 16. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 16 - 01/10/2023
222 (1) The liquidator shall pay or set aside from the assets of the insurer sums in the liquidator’s opinion sufficient to pay, (a)  the costs of the liquidation or winding up; (b)  all claims for losses covered by the insurer’s contracts of insurance that occurred before the termination date fixed under section 220 and of which notice has been received by the insurer or the liquidator; (c)  the full amount of the legal reserve in respect of each unmatured life insurance contract; and (d)  the claims of preferred creditors who are the persons paid in priority to other creditors under the winding-up provisions of this Act.  R.S.O. 1990, c. C.38, s. 222 (1); 1997, c. 19, s. 31 (14). Refund of unearned premiums (2) Except in the case of life insurance, the assets remaining after payment or making provision for payment of the amounts mentioned in subsection (1) shall be used to pay the claims of the insured persons for refunds of unearned premiums on a proportionate basis in proportion to the periods of their contracts respectively unexpired on the termination date.  1997, c. 19, s. 31 (15). Calculation of unearned premium claims (3) The claims of the insured persons for refunds of unearned premiums shall be calculated, (a)  as at the termination date fixed under section 220 of this Act; or (b)  as at the date the insured person cancelled the contract, whichever date is the earlier.  R.S.O. 1990, c. C.38, s. 222 (3); 1997, c. 19, s. 31 (16). Effect of refund (4) The refund of all or a portion of the premium does not destroy or defeat any other remedy the insured person may have against the insurer in respect thereof or for any other cause. Effect of section (5) Nothing in this section prejudices or affects the priority of any mortgage, lien or charge upon the property of the insurer.  R.S.O. 1990, c. C.38, s. 222 (4, 5). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (14-16) - 10/10/1997
223 The fees, taxes and costs payable by the insurer to each province shall be paid out of the assets of the insurer remaining after the reinsurance of the subsisting contracts of insurance of the insurer or after the payment of the claims of policyholders for refund of unearned premiums, as the case may be, and the balance shall be distributed among the creditors of the insurer other than the insured persons, preferred creditors and the several provinces.  R.S.O. 1990, c. C.38, s. 223.
224 (1) Unless otherwise ordered by the court, within seven days after the close of each period of three months and until the affairs of the insurer are wound up and the accounts are finally closed, the liquidator shall file with the court or other authority appointing him and also with the Chief Executive Officer detailed schedules, in such form as is required, showing, (a)  receipts and expenditures; and (b)  assets and liabilities. R.S.O. 1990, c. C.38, s. 224 (1); 2018, c. 8, Sched. 5, s. 13. Production of books, etc., by liquidator (2) The liquidator, whenever required so to do by the authority appointing the liquidator or by the Minister, shall exhibit the office books and vouchers and furnish such other information respecting the affairs of the insurer as is required. R.S.O. 1990, c. C.38, s. 224 (2). Offence (3) Every liquidator refusing or neglecting to furnish such information is guilty of an offence and on conviction is liable to a fine of not less than $50 and not more than $200 and in addition is liable to be dismissed or removed.  R.S.O. 1990, c. C.38, s. 224 (3). Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
225 (1) Where a fraternal society transacts endowment or expectancy insurance and has an endowment fund separate and distinct from its life insurance fund, the society may, by resolution duly passed at a general meeting, after at least one month’s notice of such intended resolution, determine that the endowment or expectancy shall be discontinued, and that the endowment or expectancy fund shall be distributed proportionately among the members then in good standing who are contributing to such fund according to the total contribution of such member. R.S.O. 1990, c. C.38, s. 225 (1). Procedure (2) After the resolution has been assented to by the Chief Executive Officer and filed with the Minister, the executive officers may proceed to ascertain the persons intended to rank upon the fund and may distribute the fund among those so entitled, and such distribution discharges the society and all executive officers thereof from all further or other liability in respect of such fund and of the endowment or expectancy contracts undertaken by the society. R.S.O. 1990, c. C.38, s. 225 (2); 2018, c. 8, Sched. 5, s. 13. Merger of funds (3) If all the members interested in the endowment or expectancy fund are also interested as holders of life insurance contracts, the general meeting, instead of determining to distribute the endowment or expectancy fund, may determine to convert it into or merge it in a life insurance fund, and after the resolution has been assented to and filed as provided in subsection (2), the endowment or expectancy fund becomes a life insurance fund.  R.S.O. 1990, c. C.38, s. 225 (3). Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019 226 Repealed:  1997, c. 19, s. 31 (17). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 31 (17) - 10/10/1997
227 The books, accounts and documents of an insurer and the entries in the books of its officers or liquidators are proof, in the absence of evidence to the contrary, of the matters to which they relate as between an alleged debtor or contributory and the insurer.  R.S.O. 1990, c. C.38, s. 227. PART VI   WINDING UP
228 In this Part, “contributory” means a person who is liable to contribute to the property of a corporation in the event of the corporation being wound up under this Part.  R.S.O. 1990, c. C.38, s. 228. 229 Repealed: 2017, c. 20, Sched. 7, s. 52. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (8) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 52 - 19/10/2021
230 (1) Where the shareholders or members of a corporation by a majority of the votes cast at a general meeting called for that purpose pass a resolution requiring the corporation to be wound up, the corporation may be wound up voluntarily. Appointment of liquidator (2) At such meeting, the shareholders or members shall appoint one or more persons, who may be directors, officers or employees of the corporation, as liquidator of the estate and effects of the corporation for the purpose of winding up its affairs and distributing its property, and may at that or any subsequent general meeting fix the liquidator’s remuneration and the costs, charges and expenses of the winding up.  R.S.O. 1990, c. C.38, s. 230.
231 (1) Notice of a resolution requiring the voluntary winding up of a corporation shall be filed with the Minister by the corporation within fourteen days after the resolution has been passed. R.S.O. 1990, c. C.38, s. 231 (1); 2017, c. 20, Sched. 7, s. 53. Offence (2) A corporation that fails to comply with subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $200 and every director or officer who authorizes, permits or acquiesces in such failure is guilty of an offence and on conviction is liable to a like fine. R.S.O. 1990, c. C.38, s. 231 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 53 - 19/10/2021
232 A corporation being wound up voluntarily may, in general meeting, by resolution, delegate to any committee of its shareholders or members, contributories or creditors hereinafter referred to as inspectors, the power of appointing the liquidator and filling any vacancy in the office of liquidator, or may by a like resolution enter into any arrangement with its creditors with respect to the powers to be exercised by the liquidator and the manner in which they are to be exercised.  R.S.O. 1990, c. C.38, s. 232.
233 If in a voluntary winding up a vacancy occurs in the office of liquidator by death, resignation or otherwise, the shareholders or members in general meeting may, subject to any arrangement the corporation may have entered into with its creditors upon the appointment of inspectors, fill such vacancy, and a general meeting for that purpose may be convened by the continuing liquidator, if any, or by any contributory, and shall be deemed to have been duly held if called in the manner prescribed by the by-laws of the corporation, or, in default thereof, in the manner prescribed by this Act for calling general meetings of the shareholders or members of the corporation.  R.S.O. 1990, c. C.38, s. 233.
234 The shareholders or members of the corporation may, by a majority of the votes cast at a general meeting called for that purpose, remove a liquidator appointed under section 230 or 232, and in such case shall appoint another liquidator.  R.S.O. 1990, c. C.38, s. 234.
235 A voluntary winding up commences at the time of the passing of the resolution requiring the winding up.  R.S.O. 1990, c. C.38, s. 235.
236 Where a corporation is being wound up voluntarily, it shall, from the date of the commencement of its winding up, cease to carry on its undertaking, except in so far as may be required for the beneficial winding up thereof, and all transfers of shares, except transfers made to or with the sanction of the liquidator, or alterations in the status of the shareholders or members of the corporation, taking place after the commencement of its winding up, are void, but its corporate existence and all its corporate powers, even if it is otherwise provided by its instrument of incorporation or by-laws, continue until its affairs are wound up.  R.S.O. 1990, c. C.38, s. 236.
237 After the commencement of a voluntary winding up, (a)  no action or other proceeding shall be commenced against the corporation; and (b)  no attachment, sequestration, distress or execution shall be put in force against the estate or effects of the corporation, except by leave of the court and subject to such terms as the court may impose.  R.S.O. 1990, c. C.38, s. 237.
238 (1) Upon a voluntary winding up, the liquidator shall settle the list of contributories, and any list so settled is proof, in the absence of evidence to the contrary, of the liability of the persons named therein to be contributories. Payment from contributories (2) Upon a voluntary winding up, the liquidator may, before having ascertained the sufficiency of the property of the corporation, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay any sum that the liquidator considers necessary to satisfy the liabilities of the corporation and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, and the liquidator may, in making a call, take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the call.  R.S.O. 1990, c. C.38, s. 238.