| Obligation to
apply
|
(2) An insurance holding company without
a life company subsidiary must, within thirty
days after becoming an insurance holding
company without a life company subsidiary,
apply to be continued under subsection
726(1).
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| Cessation of
existence
|
(3) Except for the sole purpose of winding
up its affairs, an insurance holding company
without a life company subsidiary that has no
other subsidiary that fails to make an
application under subsection (2) within the
time provided for in that subsection ceases to
exist on the expiration of that period.
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| Act ceases to
apply
|
728. On the day specified by the Minister,
this Act ceases to apply to the body corporate
continued under the other Act of Parliament or
under the Act of the legislature of a province.
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| Withdrawing
application
|
729. Where a special resolution authorizing
the application under subsection 726(1) so
states, the directors of an insurance holding
company may, without further approval of the
shareholders, withdraw the application before
it is acted on.
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Corporate Name
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| Prohibited
names
|
730. An insurance holding company may
not be incorporated under this Part with a
name
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(a) that is prohibited by an Act of
Parliament;
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(b) that is, in the opinion of the
Superintendent, deceptively
misdescriptive;
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(c) that is the same as or, in the opinion of
the Superintendent, substantially the same
as or confusingly similar to any existing
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(i) trade-mark or trade name, or
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(ii) corporate name of a body corporate,
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except where the trade-mark or trade name
is being changed or the body corporate is
being dissolved or is changing its corporate
name and consent to the use of the
trade-mark, trade name or corporate name
is signified to the Superintendent in such
manner as the Superintendent may require;
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(d) that is the same as or, in the opinion of
the Superintendent, substantially the same
as or confusingly similar to the known name
under or by which any entity carries on
business or is identified; or
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(e) that is reserved under section 45 for a
company or society or a proposed company
or society or under section 734 for another
insurance holding company or a proposed
insurance holding company.
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| Affiliated
insurance
holding
company
|
731. Despite section 730 and subject to
section 732, an insurance holding company
that is affiliated with another entity may, with
the consent of that entity and the approval of
the Superintendent,
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(a) be incorporated with, or change its name
to, substantially the same name as that of
the affiliated entity; or
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(b) subject to any terms and conditions that
may be prescribed, carry on business under
or identify itself by a name, other than its
corporate name, that is substantially the
same as the corporate name of the affiliated
entity or that is another name under which
or with which the affiliated entity carries on
business or otherwise identifies itself.
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| Restriction
|
732. An insurance holding company may
not be incorporated or continued with, or
change its name to or carry on business or
identify itself by, a name that is substantially
the same as that of a company unless the name
contains words that, in the opinion of the
Superintendent, indicate to the public that the
insurance holding company is distinct from
any company that is a subsidiary of the
insurance holding company.
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| French or
English form
of name
|
733. (1) The name of an insurance holding
company may be set out in its letters patent in
an English form, a French form, an English
form and a French form or in a combined
English and French form, and the insurance
holding company may use and be legally
designated by any such form.
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| Mandatory
abbreviation
|
(2) Despite any other provision of this Act
and subject to the regulations, every insurance
holding company shall have as part of its
name, the abbreviations ``ihc'' or ``spa''.
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| Alternate
name
|
(3) An insurance holding company may
identify itself outside Canada by its name in
any language and the insurance holding
company may use and be legally designated
by any such form of its name outside Canada.
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| Other name
|
(4) Subject to subsection (5) and section
880, an insurance holding company may carry
on business under or identify itself by a name
other than its corporate name.
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| Directions
|
(5) If an insurance holding company is
carrying on business under or identifying
itself by a name other than its corporate name,
the Superintendent may, by order, direct the
insurance holding company not to use that
other name if the Superintendent is of the
opinion that that other name is a name referred
to in any of paragraphs 730(a) to (e).
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| Regulations
|
(6) The Governor in Council may make
regulations respecting the use of the
abbreviations ``ihc'' or ``spa'' in the name of
insurance holding companies.
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| Reserved
name
|
734. The Superintendent may, on request,
reserve for ninety days a name for a proposed
insurance holding company or for an
insurance holding company that intends to
change its name.
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| Directing
change of
name
|
735. (1) If through inadvertence or
otherwise an insurance holding company
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(a) comes into existence or is continued
with a name, or
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(b) on an application to change its name, is
granted a name
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that is prohibited by section 730 or 732, the
Superintendent may, by order, direct the
insurance holding company to change its
name and the insurance holding company
shall comply with that direction.
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| Revoking
name
|
(2) Where an insurance holding company
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
Part, the Superintendent may revoke the name
of the insurance holding company and assign
to it a name and, until changed in accordance
with section 849 or 851, the name of the
insurance holding company is thereafter the
name so assigned.
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| Subsidiaries
|
736. Despite subsection 47(1), a subsidiary
of an insurance holding company may, with
the approval in writing of the Superintendent,
use the word ``assurance'', ``assurances'',
``insurance'' or ``lifeco'' or any word or words
of import equivalent to any of those words in
its name.
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| Definition of
``reserved
name''
|
737. (1) In this section, ``reserved name''
means a name that includes as part thereof the
word ``assurance'', ``assurances'',
``insurance'', ``lifeco'', ``fiduciaire'',
``fiduciary'', ``fiducie'', ``trust'', ``trustco'',
``loan'', ``loanco'' or ``prêt'' or any word or
words of import equivalent to any of those
words.
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| Termination
of control
required in
certain cases
|
(2) No person, other than a financial
institution, who
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(a) is carrying on business in Canada under
a reserved name, and
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(b) has control or acquires control of an
insurance holding company,
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shall control the insurance holding company
one year after the date of acquisition of the
control.
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| Prohibition
|
(3) No person, other than a financial
institution, who
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(a) controls an entity that is not a financial
institution that carries on business in
Canada under a reserved name, and
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(b) has control or acquires control of an
insurance holding company,
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shall control the insurance holding company
one year after the date of the acquisition of the
control.
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| Continuing
control
prohibited
|
(4) Despite subsection (3), where a
financial institution controls an entity that
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(a) is not a financial institution,
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(b) carries on business in Canada under a
reserved name, and
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(c) acquires control of an insurance holding
company,
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the entity shall not control the insurance
holding company one year after the date on
which the entity acquires control of the
insurance holding company.
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| Exceptions
|
(5) Subsections (2) to (4) do not apply with
respect to a person or entity that was carrying
on business in Canada under a reserved name
on June 25, 1999.
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Publication of Information
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| Publication of
information
|
738. The Superintendent shall, within sixty
days after the end of each year, cause a notice
to be published in the Canada Gazette,
showing
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(a) the name of every insurance holding
company; and
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(b) the place in Canada where the head
office of the insurance holding company is
situated.
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| First
directors'
meeting
|
739. (1) After letters patent incorporating
an insurance holding company are issued, a
meeting of the directors of the insurance
holding company shall be held at which the
directors may, subject to this Division,
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(b) adopt forms of share certificates and
corporate records;
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(c) authorize the issue of shares of the
insurance holding company;
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(e) appoint an auditor to hold office until the
meeting called under subsection 740(1);
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(f) make banking arrangements; and
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(g) deal with any other matters necessary to
organize the insurance holding company.
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| Calling
directors'
meeting
|
(2) An incorporator or a director named in
the application for letters patent may call the
meeting referred to in subsection (1) by
giving, subject to subsection 817(2), no fewer
than five days notice of the purpose, time and
place of the meeting to each director of the
insurance holding company.
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| Calling
shareholders'
meeting
|
740. (1) After the meeting referred to in
subsection 739(1) is held, the directors of the
insurance holding company shall without
delay call a meeting of the shareholders of the
insurance holding company.
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| Meeting of
shareholders
or
incorporators
|
(2) The shareholders of an insurance
holding company shall, by resolution at the
meeting of shareholders called under
subsection (1),
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(a) approve, amend or reject any by-law
made by the directors of the insurance
holding company;
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(b) subject to section 803, elect directors to
hold office for a term expiring not later than
the close of the third annual meeting of
shareholders following the election; and
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(c) appoint an auditor to hold office until the
close of the first annual meeting of
shareholders.
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| Term of first
directors
|
741. A director named in the application for
letters patent to incorporate an insurance
holding company holds office until the
election of directors at the meeting of
shareholders called under subsection 740(1).
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Share Capital
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| Power to issue
shares
|
742. (1) Subject to this Part and the by-laws
of the insurance holding company, shares of
an insurance holding company may be issued
at such times and to such persons and for such
consideration as the directors of the insurance
holding company may determine.
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| Shares
|
(2) Shares of an insurance holding company
shall be in registered form and shall be without
nominal or par value.
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| Shares of
continued
insurance
holding
company
|
(3) If a body corporate is continued as an
insurance holding company under this Part,
shares with nominal or par value issued by the
body corporate before it was so continued are
deemed to be shares without nominal or par
value.
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| Deemed share
conditions
|
(4) If any right of a holder of a share with
nominal or par value of a body corporate
continued as an insurance holding company
under this Part, other than a voting right, was
stated or expressed in terms of the nominal or
par value of the share immediately before the
continuance under this Part that right is
thereafter deemed to be the same right stated
or expressed without reference to the nominal
or par value of the share.
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| Common
shares
|
743. (1) An insurance holding company
shall have one class of shares, to be designated
as ``common shares'', which are
non-redeemable and in which the rights of the
holders thereof are equal in all respects, and
those rights include
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(a) the right to vote at all meetings of
shareholders except where only holders of
a specified class of shares are entitled to
vote;
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(b) the right to receive dividends declared
on those shares; and
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(c) the right to receive the remaining
property of the insurance holding company
on dissolution.
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| Designations
of shares
|
(2) No insurance holding company shall
designate more than one class of its shares as
``common shares'' or any variation of that
term.
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| Continued
insurance
holding
company
|
(3) A body corporate continued as an
insurance holding company under this Part
that is not in compliance with subsection (2)
on the date letters patent continuing it as an
insurance holding company are issued shall,
within twelve months after that date,
redesignate its shares to comply with that
subsection.
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| Classes of
shares
|
744. (1) The by-laws of an insurance
holding company may provide for more than
one class of shares and, if they so provide,
shall set out
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(a) the rights, privileges, restrictions and
conditions attaching to the shares of each
class; and
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(b) the maximum number, if any, of shares
of any class that the insurance holding
company is authorized to issue.
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| Shareholder
approval
|
(2) Where a by-law referred to in subsection
(1) is made, the directors of the insurance
holding company shall submit the by-law to
the shareholders at the next meeting of
shareholders.
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| Effective date
|
(3) A by-law referred to in subsection (1) is
not effective until it is confirmed or confirmed
with amendments by special resolution of the
shareholders at the meeting referred to in
subsection (2).
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|
| Shares in
series
|
745. (1) The by-laws of an insurance
holding company made pursuant to section
744 may authorize the issue of any class of
shares in one or more series and may authorize
the directors of the insurance holding
company to fix the maximum number, if any,
of shares in each series and to determine the
designation, rights, privileges, restrictions
and conditions attaching to the shares of each
series, subject to the limitations set out in the
by-laws.
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| Series
participation
|
(2) If any cumulative dividend or amounts
payable on return of capital in respect of a
series of shares are not paid in full, the shares
of all series of the same class participate
rateably in respect of accumulated dividends
and return of capital.
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|
| Voting rights
|
(3) Where voting rights are attached to any
series of a class of shares, the shares of every
other series of that class shall have the same
voting rights.
|
|
| Restriction on
series
|
(4) No rights, privileges, restrictions or
conditions attached to a series of shares
authorized under this section confer on the
series a priority in respect of dividends or
return of capital over any other series of shares
of the same class that are then outstanding.
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| Material to
Superintenden
t
|
(5) Before the issue of shares of a series of
shares authorized under this section, the
directors shall send to the Superintendent a
copy of the by-law authorizing the directors to
fix the rights, privileges, restrictions and
conditions of those shares and shall provide
the Superintendent with particulars of the
proposed series of shares.
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