One share,
one vote
|
746. Where voting rights are attached to a
share of an insurance holding company, the
voting rights may confer only one vote in
respect of that share.
|
|
Shares
non-assessabl
e
|
747. Shares issued by an insurance holding
company are non-assessable and the
shareholders are not liable to the insurance
holding company or to its creditors in respect
thereof.
|
|
Considera- tion for share
|
748. (1) No share of any class of shares of
an insurance holding company shall be issued
until it is fully paid for in money or, with the
approval of the Superintendent, in property.
|
|
Other
currencies
|
(2) When issuing shares, an insurance
holding company may provide that any aspect
of the shares relating to money or involving
the payment of or the liability to pay money be
in a currency other than the currency of
Canada.
|
|
Stated capital
account
|
749. (1) An insurance holding company
shall maintain a separate stated capital
account for each class and series of shares it
issues.
|
|
Addition to
stated capital
account
|
(2) An insurance holding company shall
record in the appropriate stated capital
account the full amount of any consideration
it receives for any shares it issues.
|
|
Exception
|
(3) Despite subsection (2), an insurance
holding company may record in the
appropriate stated capital account part of the
amount of any consideration it receives for
shares it issues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limit on
addition to a
stated capital
account
|
(4) On the issuance of a share, an insurance
holding company shall not add to the stated
capital account in respect of the share an
amount greater than the amount of the
consideration it receives for the share.
|
|
Constraint on
addition to a
stated capital
account
|
(5) Where an insurance holding company
that has issued any outstanding shares of more
than one class or series proposes to add to a
stated capital account that it maintains in
respect of a class or series of shares an amount
that was not received by the insurance holding
company as consideration for the issue of
shares, the addition must be approved by
special resolution unless all the issued and
outstanding shares are of not more than two
classes of convertible shares referred to in
subsection 759(4).
|
|
Stated capital
of continued
insurance
holding
company
|
750. (1) Where a body corporate is
continued as an insurance holding company
under this Part, the insurance holding
company shall record in the stated capital
account maintained for each class and series
of shares then outstanding an amount that is
equal to the aggregate of
|
|
|
|
|
|
|
|
Contributed
surplus entry
|
(2) The amount of any contributed surplus
recorded in the stated capital account pursuant
to paragraph (1)(b) shall be deducted from the
contributed surplus account of the insurance
holding company.
|
|
Shares issued
before
continuance
|
(3) Any amount unpaid in respect of a share
issued by a body corporate before it was
continued as an insurance holding company
under this Part and paid after it was so
continued shall be recorded in the stated
capital account maintained by the insurance
holding company for the shares of that class or
series.
|
|
Pre-emptive
right
|
751. (1) Where the by-laws of an insurance
holding company so provide, no shares of any
class shall be issued unless the shares have
first been offered to the shareholders holding
shares of that class, and those shareholders
have a pre-emptive right to acquire the offered
shares in proportion to their holdings of the
shares of that class, at such price and on such
terms as those shares are to be offered to
others.
|
|
Exception
|
(2) Despite the existence of a pre-emptive
right, a shareholder of an insurance holding
company has no pre-emptive right in respect
of shares of a class to be issued
|
|
|
|
|
|
|
|
|
|
|
Exception
|
(3) Despite the existence of a pre-emptive
right, a shareholder of an insurance holding
company has no pre-emptive right in respect
of shares to be issued
|
|
|
|
|
|
|
|
Conversion
privileges
|
752. (1) An insurance holding company
may issue conversion privileges, options or
rights to acquire securities of the insurance
holding company, and shall set out the
conditions thereof
|
|
|
|
|
|
|
|
Transferable
rights
|
(2) Conversion privileges, options and
rights to acquire securities of an insurance
holding company may be made transferable or
non-transferable, and options and rights to
acquire such securities may be made
separable or inseparable from any securities to
which they are attached.
|
|
Reserved
shares
|
(3) Where an insurance holding company
has granted privileges to convert any
securities issued by the insurance holding
company into shares, or into shares of another
class or series, or has issued or granted options
or rights to acquire shares, if the by-laws limit
the number of authorized shares, the insurance
holding company shall reserve and continue to
reserve sufficient authorized shares to meet
the exercise of such conversion privileges,
options and rights.
|
|
Holding of
own shares
|
753. Except as provided in sections 754 to
756, or unless permitted by the regulations, an
insurance holding company shall not
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase and
redemption of
shares
|
754. (1) Subject to subsection (2) and to its
by-laws, an insurance holding company may,
with the consent of the Superintendent,
purchase, for the purpose of cancellation, any
shares issued by it, or redeem any redeemable
shares issued by it at prices not exceeding the
redemption price thereof calculated according
to a formula stated in its by-laws or the
conditions attaching to the shares.
|
|
Restrictions
on purchase
and
redemption
|
(2) An insurance holding company shall not
make any payment to purchase or redeem any
shares issued by it if there are reasonable
grounds for believing that it is, or the payment
would cause it to be, in contravention of a
regulation referred to in subsection 992(1) or
(2) or a direction made under subsection
992(3).
|
|
Donated
shares
|
(3) An insurance holding company may
accept from any shareholder a share of the
insurance holding company surrendered to it
as a gift, but may not extinguish or reduce a
liability in respect of an amount unpaid on any
such share except in accordance with section
757.
|
|
Holding as
personal
representa- tive
|
755. (1) An insurance holding company
may permit its subsidiaries to hold, in the
capacity of a personal representative, shares
of the insurance holding company or of any
body corporate that controls the insurance
holding company or ownership interests in
any unincorporated entity that controls the
insurance holding company, but only if the
subsidiary does not have a beneficial interest
in the shares or ownership interests.
|
|
Security
interest
|
(2) An insurance holding company may
permit its subsidiaries to hold, by way of a
security interest, shares of the insurance
holding company or of any body corporate
that controls the insurance holding company
or any ownership interests of any entity that
controls the insurance holding company if the
security interest is nominal or immaterial
when measured by criteria established by the
insurance holding company that have been
approved in writing by the Superintendent.
|
|
Cancellation
of shares
|
756. (1) Subject to subsection (2), where an
insurance holding company purchases shares
of the insurance holding company or fractions
thereof or redeems or otherwise acquires
shares of the insurance holding company, the
insurance holding company shall cancel those
shares.
|
|
Requirement
to sell
|
(2) If a subsidiary of an insurance holding
company, through the realization of security,
acquires any shares of the insurance holding
company or of any body corporate that
controls the insurance holding company or
any ownership interests in an unincorporated
entity that controls the insurance holding
company, the insurance holding company
shall cause its subsidiary to, within six months
after the day of the realization, sell or
otherwise dispose of the shares or ownership
interests.
|
|
Reduction of
capital
|
757. (1) The stated capital of an insurance
holding company may be reduced by special
resolution.
|
|
Limitation
|
(2) An insurance holding company shall not
reduce its stated capital by special resolution
if there are reasonable grounds for believing
that the insurance holding company is, or the
reduction would cause the insurance holding
company to be, in contravention of a
regulation referred to in subsection 992(1) or
(2) or in a direction made under subsection
992(3).
|
|
Contents of
special
resolution
|
(3) A special resolution to reduce the stated
capital of an insurance holding company shall
specify the stated capital account or accounts
from which the reduction of stated capital
effected by the special resolution will be
deducted.
|
|
Approval by
Superinten- dent
|
(4) A special resolution to reduce the stated
capital of an insurance holding company has
no effect until it is approved in writing by the
Superintendent.
|
|
Conditions for
approval
|
(5) No approval to reduce the stated capital
of an insurance holding company may be
given by the Superintendent unless
application therefor is made within three
months after the time of the passing of the
special resolution and a copy of the special
resolution, together with a notice of intention
to apply for approval, has been published in
the Canada Gazette.
|
|
Statements to
be submitted
|
(6) In addition to evidence of the passing of
a special resolution to reduce the stated capital
of an insurance holding company and of the
publication thereof, statements showing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shall be submitted to the Superintendent at the
time of the application for approval of the
special resolution.
|
|
Recovery by
action
|
758. (1) Where any money or property was
paid or distributed to a shareholder or other
person as a consequence of a reduction of
capital made contrary to section 757, a
creditor of the insurance holding company
may apply to a court for an order compelling
the shareholder or other person to pay the
money or deliver the property to the insurance
holding company.
|
|
Shares held
by personal
representa- tive
|
(2) No person holding shares in the capacity
of a personal representative and registered on
the records of the insurance holding company
as a shareholder and therein described as the
personal representative of a named person is
personally liable under subsection (1), but the
named person is subject to all the liabilities
imposed by that subsection.
|
|
Limitation
|
(3) An action to enforce a liability imposed
by subsection (1) may not be commenced
more than two years after the date of the act
complained of.
|
|
Remedy
preserved
|
(4) This section does not affect any liability
that arises under section 841.
|
|
Adjustment of
stated capital
account
|
759. (1) On a purchase, redemption or other
acquisition by an insurance holding company
of shares or fractions thereof issued by it, the
insurance holding company shall deduct from
the stated capital account maintained for the
class or series of shares so purchased,
redeemed or otherwise acquired an amount
equal to the result obtained by multiplying the
stated capital in respect of the shares of that
class or series by the number of shares of that
class or series so purchased, redeemed or
otherwise acquired and dividing by the
number of shares of that class or series
outstanding immediately before the purchase,
redemption or other acquisition.
|
|
Adjustment of
stated capital
account
|
(2) An insurance holding company shall
adjust its stated capital account or accounts in
accordance with any special resolution
referred to in section 757.
|
|
Shares
converted to
another class
|
(3) On a conversion of outstanding shares of
an insurance holding company into shares of
another class or series, or on a change of
outstanding shares of the insurance holding
company into shares of another class or series,
the insurance holding company shall
|
|
|
|
|
|
|
|
Stated capital
of convertible
shares
|
(4) For the purposes of subsection (3) and
subject to the insurance holding company's
by-laws, where an insurance holding company
issues two classes of shares and there is
attached to each class a right to convert a share
of one class into a share of the other class and
a share is so converted, the amount of stated
capital attributable to a share in either class is
the aggregate of the stated capital of both
classes divided by the number of outstanding
shares of both classes immediately before the
conversion.
|
|
Conversion or
change of
shares
|
(5) Shares issued by an insurance holding
company and converted into shares of another
class or series, or changed under subsection
851(1) into shares of another class or series,
become issued shares of the class or series of
shares into which the shares have been
converted or changed.
|
|
Addition to
stated capital
account
|
760. On a conversion of any debt obligation
of an insurance holding company into shares
of a class or series of shares, the insurance
holding company shall
|
|
|
|
|
|
|
|
Declaration of
dividend
|
761. (1) The directors of an insurance
holding company may declare and an
insurance holding company may pay a
dividend by issuing fully paid shares of the
insurance holding company or options or
rights to acquire fully paid shares of the
insurance holding company and, subject to
subsection (4), the directors of an insurance
holding company may declare and an
insurance holding company may pay a
dividend in money or property, and, where a
dividend is to be paid in money, the dividend
may be paid in a currency other than the
currency of Canada.
|
|
Notice to
Superinten- dent
|
(2) The directors of an insurance holding
company shall notify the Superintendent of
the declaration of a dividend at least ten days
prior to the day fixed for its payment.
|
|
Share
dividend
|
(3) If shares of an insurance holding
company are issued in payment of a dividend,
the insurance holding company shall record in
the stated capital account maintained or to be
maintained for the shares of the class or series
issued in payment of the dividend the declared
amount of the dividend stated as an amount of
money.
|
|
When
dividend not
to be declared
|
(4) The directors of an insurance holding
company shall not declare and an insurance
holding company shall not pay a dividend if
there are reasonable grounds for believing that
the insurance holding company is, or the
payment would cause the insurance holding
company to be, in contravention of a
regulation referred to in subsection 992(1) or
(2) or in a direction made under subsection
992(3).
|
|
|
Subordinated Indebtedness
|
|
Restriction on
subordinated
indebtedness
|
762. (1) An insurance holding company
shall not issue subordinated indebtedness
unless the subordinated indebtedness is fully
paid for in money or, with the approval of the
Superintendent, in property.
|
|
References to
subordinated
indebtedness
|
(2) A person shall not in any prospectus,
advertisement, correspondence or literature
relating to any subordinated indebtedness
issued or to be issued by an insurance holding
company refer to the subordinated
indebtedness otherwise than as subordinated
indebtedness.
|
|
Other
currencies
|
(3) When issuing subordinated
indebtedness, an insurance holding company
may provide that any aspect of the
subordinated indebtedness relating to money
or involving the payment of or the liability to
pay money in relation thereto be in a currency
other than that of Canada including, without
restricting the generality of the foregoing, the
payment of any interest thereon.
|
|
|
Security Certificates and Transfers
|
|