|
348. Subsection 6(2) of the Act is replaced
by the following:
|
|
Affiliated
entities
|
(2) Despite subsection (1), for the purposes
of Divisions VIII and X of Part VI and
Subdivisions 8 and 10 of Division 6 of Part
XVII , one entity is affiliated with another
entity if one of them is controlled, determined
without regard to paragraph 3(1)(d), by the
other or both are controlled, determined
without regard to paragraph 3(1)(d), by the
same person.
|
|
|
349. Section 8 of the Act is replaced by the
following:
|
|
Significant
interest
|
8. (1) A person has a significant interest in
a class of shares of a company or an insurance
holding company if the aggregate of
|
|
|
|
|
|
|
|
|
exceeds 10 per cent of all of the outstanding
shares of that class of shares of the company
or insurance holding company, as the case
may be .
|
|
Increasing
significant
interest
|
(2) A person who has a significant interest
in a class of shares of a company or insurance
holding company increases that significant
interest in the class of shares if the person or
any entity controlled by the person
|
|
|
|
|
|
|
|
|
in such number as to increase the percentage
of shares of that class that are beneficially
owned by the person and by any entities
controlled by the person.
|
|
|
350. Subsections 9(1) and (2) of the Act
are replaced by the following:
|
|
Acting in
concert
|
9. (1) For the purposes of Part VII and
Division 7 of Part XVII, if two or more
persons have agreed, under any agreement,
commitment or understanding, whether
formal or informal, verbal or written, to act
jointly or in concert in respect of
|
|
|
|
|
|
|
|
|
|
|
|
those persons are deemed to be a single person
who is acquiring beneficial ownership of the
aggregate number of shares of the company or
insurance holding company or shares or
ownership interests of the entity that are
beneficially owned by them.
|
|
Acting in
concert
|
(2) Without limiting the generality of
subsection (1), any agreement, commitment
or understanding by or between two or more
persons who beneficially own shares of a
company or insurance holding company or
shares or ownership interests of any entity
referred to in paragraph (1)(b) or (c),
|
|
|
|
|
|
|
|
|
is deemed to be an agreement, commitment or
understanding referred to in subsection (1).
|
|
|
351. Subsections 11(2) and (3) of the Act
are replaced by the following:
|
|
Exemption
|
(2) On application by a company or
insurance holding company , the
Superintendent may determine that a security
of the company or insurance holding
company is not or was not part of a
distribution to the public if the Superintendent
is satisfied that the determination would not
prejudice any security holder of the company
or insurance holding company .
|
|
Securities
deemed part
of distribution
|
(3) For the purposes of this Act, securities
of a company or insurance holding company
issued on the conversion of other securities or
issued in exchange for other securities are
deemed to be securities that are part of a
distribution to the public if those other
securities were part of a distribution to the
public.
|
|
1999, c. 31,
s. 138
|
352. The portion of subsection 13(2) of
the Act before paragraph (a) is replaced by
the following:
|
|
Application of
certain
provisions
|
(2) This Part and Parts II to IV, sections 224,
225, 245 to 258 and 489 and Parts X, XII, XV,
XVI, XVIII and XIX apply to every body
corporate
|
|
1997, c. 15,
s. 168
|
353. Section 21 of the Act is replaced by
the following:
|
|
Sunset
provision
|
21. (1) Subject to subsection (2) , companies
and societies shall not carry on business after
the day that is five years after this section
comes into force , except that if Parliament
dissolves on that day or at any time within the
three-month period before that day ,
companies and societies may continue to
carry on business until the day that is one
hundred and eighty days after the first day of
the first session of the next Parliament.
|
|
Extension
|
(2) The Governor in Council may, by order,
extend by up to six months the time during
which companies and societies may continue
to carry on business. No more than one order
may be made under this subsection.
|
|
1999, c. 28,
s. 120
|
354. Subsection 24(1) of the Act is
replaced by the following:
|
|
National
treatment
|
24. (1) If a proposed company would be a
subsidiary of a foreign institution that is
engaged in the insurance business, letters
patent to incorporate the company may not be
issued unless the Minister is satisfied that, if
the application is made by a non-WTO
Member foreign institution, treatment as
favourable for companies to which this Act
applies exists or will be provided in the
jurisdiction in which the foreign institution
principally carries on business, either directly
or through a subsidiary.
|
|
|
355. Section 27 of the Act is replaced by
the following:
|
|
Matters for
consideration
|
27. Before issuing letters patent to
incorporate a company or society, the Minister
shall take into account all matters that the
Minister considers relevant to the application,
including
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
356. The Act is amended by adding the
following after section 28:
|
|
Letters patent
of
incorporation
on application
of converted
companies
|
28.1 (1) If the Minister, under section 22,
issues letters patent incorporating a company
on the application of a converted company in
respect of which subsection 407(4) or (11)
applies or applied at any time, the Minister
may include in the letters patent of
incorporation of the company a provision
deeming shares of the company to be issued,
on a share for share basis, to all shareholders
of the converted company in exchange for all
the issued and outstanding shares of the
converted company.
|
|
Effect of
provision
|
(2) Shares of a company deemed to be
issued under subsection (1) are subject to the
same designation, rights, privileges and
restrictions or conditions and, subject to any
agreement to the contrary, to the same
charges, encumbrances and other restrictions
as the shares of the converted company for
which they are exchanged and the shares of the
converted company, on the issuance of the
letters patent, become the property of the
company free and clear of any charge,
encumbrance or other restriction.
|
|
Effect of
provision
|
(3) An exchange of shares of a converted
company referred to in subsection (1) under a
provision included in the letters patent
incorporating a company does not deprive a
person who was a holder of shares of the
converted company immediately before the
exchange of any right or privilege with respect
to the shares or relieve the person of any
liability in respect of the shares, but that right
or privilege must be exercised in accordance
with this Act.
|
|
Transfer and
voting of
company
shares
|
(4) Despite subsection (3), no share of a
company that is deemed to be issued under a
provision included in the letters patent
incorporating a company may subsequently
be transferred or voted contrary to this Act.
|
|
Shareholder
and
policyholder
approval
|
(5) No provision described in subsection (1)
may be included in letters patent issued under
section 22 unless the application for the letters
patent is accompanied by evidence that the
request for the provision was approved by a
special resolution of the shareholders and
policyholders of the converted company who
are entitled to vote at a meeting of
shareholders and policyholders called to
consider the application.
|
|
Exchange of
share
certificates
|
(6) If, under a provision included in the
letters patent incorporating a company, a share
exchange is deemed to have taken place, the
company shall, within ninety days after the
issuance of the letters patent, make provision
for the issue of share certificates representing
shares of the company and for the exchange of
those certificates for share certificates
representing the shares of the converted
company that were outstanding on the day the
letters patent were issued.
|
|
Proposal
involving
fundamental
change
|
28.2 (1) On application, made in
accordance with the regulations, by a
converted company in respect of which
subsection 407(4) or (11) applies or applied at
any time to give effect to a proposal to
incorporate a company as the holding body
corporate of the converted company, to
continue a body corporate as a company that
is the holding body corporate of the converted
company or to amalgamate two or more
bodies corporate and continue those bodies
corporate as a company that is the holding
body corporate of the converted
company - and to make any other
fundamental change to the converted
company, including an exchange of any or all
of the shares of the converted company for
shares of the company -, the Minister may, to
give effect to the proposal,
|
|
|
|
|
|
|
|
Regulations
|
(2) The Governor in Council may make
regulations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997, c. 15,
s. 170(1) (F)
|
357. Subsection 32(1) of the Act is
replaced by the following:
|
|
Federal
corporations
|
32. (1) A body corporate incorporated
under the Canada Business Corporations Act
or any other Act of Parliament, including an
insurance holding company , may apply to the
Minister for letters patent continuing the body
corporate as a company under this Act.
|
|
1991, c. 47,
s. 759; 1994,
c. 24, par.
34(1)(l) (F)
|
358. Sections 39 to 41 of the Act are
replaced by the following:
|
|
Transferring
to other
federal Acts
|
39. (1) A company or society may
|
|
|
|
|
|
|
|
Transferring
to other
federal
Acts -
societies
|
(1.1) A society may also, with the approval
in writing of the Minister,
|
|
|
|
|
|
|
|
Conditions for
approval
|
(2) No approval referred to in paragraph
(1)(a) may be given to a company or society
and no approval referred to in subsection (1.1)
may be given to a society unless the Minister
is satisfied that
|
|
|
|
|
|
|
|
|
|
|
Withdrawing
application
|
(3) If a special resolution authorizing the
application for the certificate or letters patent
so states, the directors of a company or society
may, without further approval of the
shareholders, policyholders entitled to vote or
members, withdraw the application before it is
acted on.
|
|
Day this Act
ceases to
apply
|
(4) On the day specified in the certificate or
letters patent, this Act ceases to apply to the
body corporate to which the certificate or
letters patent relate.
|
|
1996, c. 6,
s. 67
|
359. Paragraph 42(1)(e) of the Act is
replaced by the following:
|
|
|
|
|
1996, c. 6,
s. 68
|
360. Section 43 of the Act is replaced by
the following:
|
|
Affiliated
company or
society
|
43. Despite section 42, a company or
society that is affiliated with another entity
may, with the consent of that entity and the
approval of the Superintendent, be
incorporated with, or change its name to,
substantially the same name as that of the
affiliated entity.
|
|
1996, c. 6,
s. 70
|
361. Subsection 46(2) of the Act is
replaced by the following:
|
|
Revoking
name
|
(2) If a company or society has been
directed under subsection (1) to change its
name and has not, within sixty days after the
service of the direction, changed its name to a
name that is not prohibited by this Act, the
Superintendent may revoke the name of the
company or society and assign to it a name
and, until changed in accordance with section
224, 238 or 544.1 , the name of the company
or society is thereafter the name so assigned.
|
|
|
362. Subsection 47(2) of the Act is
amended by adding the following after
paragraph (a):
|
|
|
|
|
1996, c. 6,
s. 70
|
363. Section 48 of the Act is replaced by
the following:
|
|
Subsidiaries
|
48. Despite subsection 47(1), a subsidiary
of a company or society may use the
company's or society's name in its name.
|
|
|
364. Subsection 50(1) of the Act is
replaced by the following:
|
|
Calling
shareholders'
meeting
|
50. (1) If at least five million dollars, or any
greater amount that the Minister may specify,
has been received by a company, other than a
mutual company, in respect of which letters
patent were issued under section 22 from the
issue of its shares, the directors of the
company shall without delay call a meeting of
the shareholders of the company.
|
|