Bill C-82
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| 1991, c. 47
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INSURANCE COMPANIES ACT |
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165. (1) The definitions ``actuary'', ``life
company'' and ``society'' in subsection 2(1)
of the Insurance Companies Act are
replaced by the following:
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| ``actuary'' « actuaire »
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``actuary'' means a Fellow of the Canadian
Institute of Actuaries;
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| ``life
company'' « société d'assurance- vie »
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``life company'' means a company or a
provincial company that is permitted to
insure risks falling within the class of life
insurance, other than a company or a
provincial company that is also permitted to
insure risks falling within any other class of
insurance other than accident and sickness
insurance, accident insurance, personal
accident insurance, sickness insurance and
loss of employment insurance;
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| ``society'' « société de secours »
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``society'' means a body corporate referred to
in subsection 13(2) that is a fraternal benefit
society;
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(2) Paragraphs (a) and (b) of the
definition ``complainant'' in subsection 2(1)
of the Act are replaced by the following:
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(3) Paragraph (a) of the definition
``financial institution'' in subsection 2(1) of
the Act is replaced by the following:
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(4) Subsection 2(1) of the Act is amended
by adding the following in alphabetical
order:
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| ``fraternal
benefit
society'' « société de secours mutuel »
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``fraternal benefit society'' means a body
corporate
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166. The portion of subsection 11(1) of the
Act before paragraph (a) is replaced by the
following:
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| Distribution to
the public
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11. (1) Subject to subsection (2), for the
purposes of this Act, a security of a body
corporate or an unincorporated entity
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167. Subsection 13(2) of the Act is
replaced by the following:
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| Application of
certain
provisions
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(2) This Part and Parts II to IV, sections 224,
225 and 245 to 258 and Parts X, XII and XV
to XVII apply to every body corporate
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and that is not discontinued under this Act.
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168. Section 21 of the Act is replaced by
the following:
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| Sunset
provision
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21. Companies and societies shall not carry
on business after March 31, 2002, except that
if Parliament dissolves after December 31,
2001 and before April 1, 2002, 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.
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169. Subsection 23(2) of the Act is
replaced by the following:
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| Societies
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(2) Letters patent incorporating a society
may not be issued if the society is to operate
for profit or as a commercial enterprise or its
property is not to be under the control of
persons periodically elected by members of
the society.
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| 1994, c. 24,
par.
34(1)(l)(F)
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170. (1) Section 32 of the French version
of the Act is replaced by the following:
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| Personnes
morales
fédérales
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32. (1) Les personnes morales constituées
aux termes de la Loi canadienne sur les
sociétés par actions ou d'une autre loi fédérale
peuvent demander au ministre des lettres
patentes les prorogeant comme sociétés sous
le régime de la présente loi.
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| Autres
personnes
morales
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(2) Les personnes morales non constituées
sous le régime d'une loi fédérale peuvent, si
les règles de droit en vigueur sur le territoire
de leur constitution les y autorisent, demander
au ministre des lettres patentes les prorogeant
comme sociétés sous le régime de la présente
loi.
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(2) Section 32 of the Act is amended by
adding the following after subsection (2):
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| Fraternal
benefit
societies
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(3) A fraternal benefit society 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 fraternal benefit society as a
society.
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171. (1) Subsection 33(1) of the Act is
replaced by the following:
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| Application
for
continuance
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33. (1) Where a body corporate applies for
letters patent under subsection 32(1), (2) or
(3), sections 23 to 27 apply in respect of the
application, with such modifications as the
circumstances require.
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(2) Subsection 33(2) of the English
version of the Act is replaced by the
following:
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| Special
resolution
approval
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(2) Where a body corporate applies for
letters patent under subsection 32(1), (2) or
(3), the application must be duly authorized by
a special resolution.
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172. (1) Subsection 34(1) of the French
version of the Act is replaced by the
following:
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| Pouvoir de
délivrance
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34. (1) Le ministre peut, sous réserve des
autres dispositions de la présente partie,
délivrer des lettres patentes prorogeant
comme société sous le régime de la présente
loi la personne morale qui lui en fait la
demande aux termes des paragraphes 32(1) ou
(2).
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(2) Subsection 34(2) of the Act is replaced
by the following:
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| Power to issue
letters patent
to fraternal
benefit society
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(2) On the application of a fraternal benefit
society under subsection 32(3), the Minister
may, subject to this Part, issue letters patent
continuing the fraternal benefit society as a
society.
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| Issue of letters
patent
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(3) Section 28 applies in respect of the issue
of letters patent under subsection (1) or (2),
with such modifications as the circumstances
require.
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173. Section 35 of the Act is renumbered
as subsection 35(1) and is amended by
adding the following:
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| Effect of
letters
patent -
society
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(2) On the day set out in the letters patent
continuing a fraternal benefit society as a
society under subsection 34(2),
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174. Section 36 of the English version of
the Act is replaced by the following:
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| Copy of
letters patent
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36. (1) Where a body corporate is continued
as a company or society 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 Act.
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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 a
company or society under this Act.
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175. (1) The portion of section 37 of the
Act before paragraph (c) is replaced by the
following:
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| Effects of
continuance
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37. Where a body corporate is continued as
a company or society under this Part,
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(2) Paragraphs 37(d) and (e) of the Act
are replaced by the following:
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(3) Paragraph 37(f) of the English version
of the Act is replaced by the following:
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(4) Paragraph 37(g) of the Act is replaced
by the following:
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176. (1) The portion of subsection 38(1) of
the Act before paragraph (b) is replaced by
the following:
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| Transitional
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38. (1) Notwithstanding any other provision
of this Act or the regulations, the Minister
may, on the recommendation of the
Superintendent, by order, grant to a company
or society in respect of which letters patent
were issued under subsection 34(1) or (2)
permission to
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(2) Paragraphs 38(1)(d) and (e) of the Act
are replaced by the following:
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(3) The portion of subsection 38(2) of the
French version of the Act before paragraph
(a) is replaced by the following:
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| Durée des
exceptions
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(2) L'arrêté précise la période de validité de
l'autorisation, qui ne peut excéder :
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(4) Subsections 38(3) and (4) of the Act
are replaced by the following:
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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 (e) 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 a
company or society any permission
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| 1996, c. 6, s.
67
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177. (1) The portion of paragraph
42(1)(c) of the Act before subparagraph (i)
is replaced by the following:
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| 1996, c. 6, s.
67
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(2) Paragraph 42(1)(d) of the Act is
replaced by the following:
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178. Subsections 52(3) to (5) of the Act are
replaced by the following:
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| Continued
company or
society
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(3) Except in respect of a body corporate
that is continued as a company or society
under this Act for the purposes of
amalgamating without delay with one or more
bodies corporate and continuing as a company
or society under this Act, where letters patent
continuing a body corporate as a company or
society under this Act are issued, the
Superintendent shall make an order approving
the commencement and carrying on of
business by the company or society.
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| Amalgama- ted company or society
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(4) Where letters patent amalgamating and
continuing two or more bodies corporate as a
company or society under this Act are issued,
the Superintendent shall make an order
approving the commencement and carrying
on of business by the company or society.
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| Subsection
53(2) and
section 57 do
not apply
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(5) For greater certainty, subsection 53(2)
and section 57 do not apply in respect of a
company or society referred to in subsections
(3) and (4).
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179. Subsection 57(2) of the Act is
replaced by the following:
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| Restrictions re
societies
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(2) No order approving the commencement
and carrying on of business of a society shall
be made if the society operates for profit or as
a commercial or business enterprise or the
property or funds of the society are under the
control of persons not periodically elected by
members of the society.
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180. Subsections 63(2) and (3) of the Act
are repealed.
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181. The portion of subsection 65(1) of
the Act before paragraph (a) is replaced by
the following:
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| Classes of
shares
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65. (1) The by-laws of a company may
provide for one or more classes of shares and,
if they so provide, shall set out
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182. Section 70 of the Act is amended by
adding the following after subsection (2):
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| Exception
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(2.1) Notwithstanding subsection (2), a
company may record in the appropriate stated
capital account part of the amount of any
consideration it receives for shares it issues
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