Capital to be unimpaired	255. The Minister shall not approve a transaction under subsection 254(2) if the transaction would cause any company or society that would be a party to the transaction to be in contravention of any regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of any direction made under subsection 515(3) or 516(4).
Ordinary reinsurance exempted	256. Sections 254 and 255 do not apply in respect of reinsurance transactions entered into by a company or society in the ordinary course of its business.
Shareholder and policyholder approval	257. (1) A company or society proposing to
	(a) transfer all or substantially all of its policies,
	(b) cause itself to be reinsured against all or substantially all of the risks undertaken by it, or
	(c) sell all or substantially all of its assets
	shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.
Right to vote	(2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.
Class vote	(3) The holders of shares of a class or series of shares of the 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.
Policyholder vote	(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal.
Special resolution	(5) For the purpose of subsection (1), and subject to subsections (3) and (4), the proposal is not approved by the shareholders and the policyholders who are entitled to vote or the members unless they approve it by special resolution.
Abandoning transfer or reinsurance	(6) Where a special resolution under subsection (5) approving a proposed transaction so states, the directors of a company or society may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders, policyholders or members.
Application to Minister	(7) Unless a transaction is abandoned in accordance with subsection (6), the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction.
Approval by Minister	258. A transaction referred to in subsection 254(2) or 257(1) has no effect until it has been approved by the Minister.
	228. Paragraph 261(1)(e) of the English version of the Act is replaced by the following:
	(e) particulars of exceptions granted under section 38 or 253 that are from time to time applicable to the company.
	229. Subsections 262(6) and (7) of the Act are replaced by the following:
Copies of by-laws for shareholders	(6) Every shareholder of a company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.
Copies of by-laws for policyholders	(7) Every policyholder of a company who is entitled to vote at a meeting of policyholders or shareholders and policyholders of the company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.
	230. Division VII of Part VI of the Act is repealed.
	231. Subsections 289(1) and (2) of the Act are replaced by the following:
First insider report	289. (1) An insider shall send to the Superintendent an insider report in prescribed form not later than ten days after the later of
	(a) the end of the month in which the person became an insider, and
	(b) the end of the month in which regulations prescribing the form of an insider report come into force.
	232. The Act is amended by adding the following after section 290:
Exemption by regulation	290.1 Under prescribed circumstances, an insider is exempt from any of the requirements of section 289 or 290.
	233. Subsections 331(4) and (5) of the Act are replaced by the following:
Accounting principles	(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 333(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.
Exception	(5) Paragraph (2)(e) does not apply in respect of a mutual company that has no outstanding participating shares as defined in section 83.01.
	234. Subsection 334(2) of the Act is replaced by the following:
Exception	(2) A company is not required to comply with subsection (1) with respect to shareholders or policyholders who have informed the company, in writing, that they do not wish to receive the annual statement.
Effect of default	(3) Where a company is required to comply with subsection (1) and the company does not comply with that subsection, the annual meeting at which the annual statement is to be considered shall be adjourned until that subsection has been complied with.
	235. Section 335 of the Act is replaced by the following:
Copy to Superin- tendent	335. (1) A company shall send to the Superintendent a copy of the documents referred to in subsections 331(1) and (3) not later than twenty-one days before
	(a) the date of each annual meeting of shareholders and policyholders of the company; or
	(b) the signing of a resolution under paragraph 158(1)(b) in lieu of an annual meeting of shareholders and policyholders of the company.
Consent to file later	(2) The Superintendent may give a company consent in writing to comply with subsection (3) rather than subsection (1) on the condition that the company's shareholders and policyholders sign a resolution under paragraph 158(1)(b) in lieu of an annual meeting.
Later filing	(3) Where the Superintendent has given that consent to a company and has not notified the company that the consent has been withdrawn, the company shall send a copy of the documents referred to in subsections 331(1) and (3) to the Superintendent not later than thirty days after the signing of that resolution.
	236. The heading before section 358 and sections 358 and 359 of the Act are repealed.
	237. Subsection 361(1) of the Act is replaced by the following:
Ceasing to hold office	361. (1) A person ceases to hold office as the actuary of a company when
	(a) the person resigns as actuary of the company;
	(b) the person ceases to be an actuary;
	(c) the person dies; or
	(d) the appointment of the person as actuary of the company is revoked by the directors of the company.
1996, c. 6, s. 77	238. Subsection 365.1(1) of the Act is replaced by the following:
Superin- tendent may appoint actuary	365.1 (1) The Superintendent may appoint an actuary to value the matters referred to in paragraph 365(1)(a) or (b) in relation to a company if the Superintendent is of the opinion that the appointment is necessary. That actuary may not be an actuary of the company.
	239. (1) Subsection 383(2) of the Act is replaced by the following:
Conditional approval	(2) Where the Minister is satisfied on the basis of an application made under section 382 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may approve the application.
	(2) Subsection 383(4) of the Act is amended by adding the word ``and'' at the end of paragraph (c) and by repealing paragraph (d).
	240. Paragraph 391(1)(d) of the Act is repealed.
	241. Subsection 407(5) of the Act is replaced by the following:
Exception	(5) Subsection (4) does not apply in respect of a company referred to in that subsection whose total assets in Canada on a prescribed day, according to the annual return of the company, are less than a prescribed amount.
	242. The Act is amended by adding the following after section 407:
No acquisition of control without approval	407.1 No person shall acquire control of a company within the meaning of paragraph 3(1)(d) without the prior written approval of the Minister.
	243. Subsection 408(1) of the Act is renumbered as section 408 and subsections 408(2) and (3) of the Act are repealed.
	244. (1) Paragraph 409(4)(a) of the Act is replaced by the following:
	(a) result in the acquisition of control of the company by the person referred to in that subsection;
	(2) Paragraph 409(4)(b) of the French version of the Act is replaced by the following:
	b) si la personne contrôle déjà la société mais que les droits de vote attachés à l'ensemble des actions de la société qu'elle-même et les entités qu'elle contrôle détiennent à titre de véritable propriétaire n'excèdent pas cinquante pour cent des droits de vote attachés à la totalité des actions en circulation, aurait pour effet de porter les droits de vote attachés à l'ensemble de ces actions détenues par la personne et les entités à plus de cinquante pour cent des droits de vote attachés à la totalité des actions en circulation;
	(3) Subsection 409(4) of the Act is amended by adding the following after paragraph (b):
	(c) result in the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or
	(d) result in an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable, and the increase is not exempted by the regulations.
	(4) Section 409 of the Act is amended by adding the following after subsection (4):
Regulations	(5) The Governor in Council may make regulations
	(a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the company by an entity controlled by the person; and
	(b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.
	245. Subsection 413(2) of the Act is repealed.
	246. Section 418 of the Act is replaced by the following:
Restriction on voting rights	418. (1) Where, with respect to any company, a particular person contravenes subsection 407(1) or (4) or section 407.1 or fails to comply with an undertaking referred to in subsection 416(2), no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights
	(a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or
	(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.
Subsection (1) ceases to apply	(2) Subsection (1) ceases to apply in respect of a person
	(a) where the person contravened subsection 407(1) or (4), when the shares to which the contravention relates have been disposed of;
	(b) where the person contravened section 407.1, when the person ceases to control the company within the meaning of paragraph 3(1)(d); and
	(c) where the person failed to comply with an undertaking referred to in subsection 416(2), when the company complies with section 411.
	247. (1) Paragraph 441(1)(b) of the Act is replaced by the following:
	(b) hold, manage and otherwise deal with real property;
	(2) Subsection 441(1) of the Act is amended by adding the following after paragraph (c):
	(c.1) in Canada, engage in the activities in which an information services corporation, within the meaning of subsection 490(1), may engage, if before engaging in those activities the company obtains the Minister's approval in writing for it to engage in those activities;
1994, c. 26, s. 41(F)	(3) Paragraph 441(1)(h) of the Act is replaced by the following:
	(h) with the consent of the Minister
	(i) provide safety and risk prevention services and services respecting risk management and claims adjustment, where the provision of those services is reasonably ancillary to the business of insurance carried on by the company,
	(ii) operate rehabilitation and training and development centres, where the operation of those centres is reasonably ancillary to the business of insurance carried on by the company,
	(iii) provide computer systems to independent insurance brokers and agents, where the provision of those systems is reasonably ancillary to the business of insurance carried on by the company,
	(iv) provide support to independent insurance brokers and agents, where the provision of that support is reasonably ancillary to the business of insurance carried on by the company,
	(v) operate repair and appraisal centres, where the operation of those centres is reasonably ancillary to the business of insurance carried on by the company, and
	(vi) carry on any other activities that are reasonably ancillary to the business of insurance carried on by the company.
	(4) Section 441 of the Act is amended by adding the following after subsection (1):
Additional power of life company	(1.1) A life company may engage in the activities in which a specialized financing corporation, as defined in subsection 490(1), may engage, if before engaging in those activities the company obtains the Minister's written approval for it to engage in those activities.