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DIVISION 3 |
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INCORPORATION, CONTINUANCE AND DISCONTINUANCE |
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Formalities of Incorporation
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Incorporation
of insurance
holding
company
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708. On the application of one or more
persons made in accordance with this Part, the
Minister may, subject to this Division, issue
letters patent incorporating an insurance
holding company.
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Restrictions
on
incorporation
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709. Letters patent incorporating an
insurance holding company may not be issued
if the application therefor is made by or on
behalf of
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National
treatment
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710. (1) If a proposed insurance holding
company would be a subsidiary of a foreign
institution that is engaged in the insurance
business, letters patent to incorporate the
insurance holding 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
insurance holding 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.
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Part XII of the
Bank Act
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(2) Nothing in subsection (1) affects the
operation of Part XII of the Bank Act.
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Application
for
incorporation
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711. An application for letters patent to
incorporate an insurance holding company
setting out the names of the first directors of
the insurance holding company shall be filed
with the Superintendent, together with such
other information, material and evidence as
the Superintendent may require.
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Matters for
consideration
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712. Before issuing letters patent to
incorporate an insurance holding company,
the Minister shall take into account all matters
that the Minister considers relevant to the
application, including
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Contents of
letters patent
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713. (1) There shall be set out in the letters
patent incorporating an insurance holding
company
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Provisions in
letters patent
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(2) The Minister may set out in the letters
patent incorporating an insurance holding
company any provision not contrary to this
Act that the Minister considers advisable in
order to take into account the particular
circumstances of the proposed insurance
holding company.
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Terms and
conditions
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(3) The Minister may impose such terms
and conditions in respect of the issuance of
letters patent incorporating an insurance
holding company as the Minister considers
necessary or appropriate.
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Letters patent
of
incorporation
on application
of life
company
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714. (1) If the Minister, under section 708,
issues letters patent incorporating an
insurance holding company on the application
of a life company, including a converted
company, there may, on the request of the
company, and with the approval of the
Minister, be included in the letters patent of
incorporation of the insurance holding
company a provision deeming shares of the
insurance holding company to be issued, on a
share for share basis, to all shareholders of the
company in exchange for all the issued and
outstanding shares of the company.
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Effect of
provision
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(2) Shares of an insurance holding 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 company for
which they are exchanged and the shares of the
company, on the issuance of the letters patent,
become the property of the insurance holding
company free and clear of any charge,
encumbrance or other restriction.
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Effect of
provision
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(3) An exchange of shares of a company
referred to in subsection (1) under a provision
included in the letters patent incorporating an
insurance holding company does not deprive
a person who was a holder of shares of the
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.
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Transfer and
voting of
company
shares
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(4) Despite subsection (3), no share of an
insurance holding company that is deemed to
be issued under a provision included in the
letters patent incorporating an insurance
holding company may subsequently be
transferred or voted contrary to this Act.
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Shareholder
and
policyholder
approval
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(5) No provision described in subsection (1)
may be included in letters patent issued under
section 708 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 the
policyholders of the company who are entitled
to vote at a meeting of shareholders and
policyholders called to consider the
application.
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Exchange of
share
certificates
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(6) If, under a provision included in the
letters patent incorporating an insurance
holding company, a share exchange is deemed
to have taken place, the insurance holding
company shall, within ninety days after the
issuance of the letters patent, make provision
for the issue of share certificates representing
shares of the insurance holding company and
for the exchange of those certificates for share
certificates representing the shares of the
company that were outstanding on the
effective date of the letters patent.
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Proposal
involving
fundamental
change
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715. (1) On application, made in
accordance with the regulations, by a life
company, including a converted company, to
give effect to a proposal to incorporate an
insurance holding company as the holding
body corporate of the company, to continue a
body corporate as an insurance holding
company of the company or to amalgamate
two or more bodies corporate and continue
those bodies corporate as an insurance holding
company of the company - and to make any
other fundamental change to the company,
including an exchange of any or all of the
shares of the company for shares of the
insurance holding company -, the Minister
may, to give effect to the proposal,
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Regulations
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(2) The Governor in Council may make
regulations
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Notice of
issue of letters
patent
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716. The Superintendent shall cause to be
published in the Canada Gazette a notice of
the issuance of letters patent incorporating an
insurance holding company.
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First directors
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717. The first directors of an insurance
holding company are the directors named in
the application for letters patent to incorporate
the insurance holding company.
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Effect of
letters patent
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718. An insurance holding company comes
into existence on the date provided therefor in
its letters patent.
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Continuance
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Federal
corporations
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719. (1) A body corporate incorporated
under the Canada Business Corporations Act
or any other Act of Parliament, including a
company, may apply to the Minister for letters
patent continuing the body corporate as an
insurance holding company under this Part.
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Other
corporations
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(2) A body corporate incorporated
otherwise than by or under an Act of
Parliament may, if so authorized by the laws
of the jurisdiction where it is incorporated,
apply to the Minister for letters patent
continuing the body corporate as an insurance
holding company under this Part.
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Application
for
continuance
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720. (1) Where a body corporate applies for
letters patent under subsection 719(1) or (2),
sections 709 to 712 apply in respect of the
application, with such modifications as the
circumstances require.
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Special
resolution
approval
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(2) Where a body corporate applies for
letters patent under subsection 719(1) or (2),
the application must be duly authorized by a
special resolution.
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Copy of
special
resolution
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(3) A copy of the special resolution referred
to in subsection (2) shall be filed with the
application.
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Power to issue
letters patent
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721. (1) On the application of a body
corporate under subsection 719(1) or (2), the
Minister may, subject to this Division, issue
letters patent continuing the body corporate as
an insurance holding company under this Part.
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Issue of letters
patent
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(2) Section 713 applies in respect of the
issue of letters patent under subsection (1),
with such modifications as the circumstances
require.
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Effect of
letters patent
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722. On the day set out in the letters patent
continuing a body corporate as an insurance
holding company under subsection 721(1),
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Copy of
letters patent
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723. (1) Where a body corporate is
continued as an insurance holding company
under this Part, the Superintendent shall
without delay send a copy of the letters patent
to the appropriate official or public body in the
jurisdiction in which the body corporate was
authorized to apply to be continued under this
Part.
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Notice of
issuance of
letters patent
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(2) The Superintendent shall publish in the
Canada Gazette a notice of the issuance of
letters patent continuing a body corporate as
an insurance holding company under this Part.
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Effects of
continuance
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724. Where a body corporate is continued
as an insurance holding company under this
Part,
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Transitional
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725. (1) Despite any other provision of this
Act or the regulations, the Minister may, on
the recommendation of the Superintendent, by
order, grant to an insurance holding company
in respect of which letters patent were issued
under subsection 721(1) permission to
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Duration
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(2) The permission granted under
subsection (1) shall be expressed to be granted
for a period specified in the order not
exceeding
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Renewal
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(3) Subject to subsection (4), the Minister
may, on the recommendation of the
Superintendent, by order, renew a permission
granted by order under subsection (1) with
respect to any matter described in paragraphs
(1)(b) to (d) for such further period or periods
as the Minister considers necessary.
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Limitation
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(4) The Minister shall not grant to an
insurance holding company any permission
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Discontinuance
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Transferring
to other Acts
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726. (1) An insurance holding company
may, with the approval in writing of the
Minister, apply to be continued as a body
corporate under any other Act of Parliament or
any Act of the legislature of a province.
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Conditions for
approval
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(2) No approval referred to in subsection (1)
may be given to an insurance holding
company unless the Minister is satisfied that
the application of the insurance holding
company has been authorized by a special
resolution.
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Meaning of
``insurance
holding
company
without a life
company
subsidiary''
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727. (1) For the purpose of this section,
``insurance holding company without a life
company subsidiary'' means an insurance
holding company that does not, at any time
within one year after it came into existence,
have a subsidiary that is a life company or that
does not, for a period of one year, have a
subsidiary that is a life company.
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