Bill C-38
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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
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(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
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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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DIVISION 4 |
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ORGANIZATION AND COMMENCEMENT |
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First
directors'
meeting
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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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Calling
directors'
meeting
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(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
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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
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(2) The shareholders of an insurance
holding company shall, by resolution at the
meeting of shareholders called under
subsection (1),
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Term of first
directors
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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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DIVISION 5 |
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CAPITAL STRUCTURE |
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Share Capital
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Power to issue
shares
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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
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(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
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(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
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(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
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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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Designations
of shares
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(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
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(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
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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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Shareholder
approval
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(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
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(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
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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
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(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
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(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.
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Restriction on
series
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(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
Superinten- dent
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(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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One share,
one vote
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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.
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Shares
non-assessabl
e
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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.
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Considera- tion for share
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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.
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Other
currencies
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(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.
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Stated capital
account
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749. (1) An insurance holding company
shall maintain a separate stated capital
account for each class and series of shares it
issues.
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Addition to
stated capital
account
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(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.
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Exception
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(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
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Limit on
addition to a
stated capital
account
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(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.
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Constraint on
addition to a
stated capital
account
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(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).
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Stated capital
of continued
insurance
holding
company
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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
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Contributed
surplus entry
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(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.
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Shares issued
before
continuance
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(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.
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Pre-emptive
right
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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.
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Exception
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(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
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Exception
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(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
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Conversion
privileges
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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
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Transferable
rights
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(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.
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Reserved
shares
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(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.
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Holding of
own shares
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753. Except as provided in sections 754 to
756, or unless permitted by the regulations, an
insurance holding company shall not
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Purchase and
redemption of
shares
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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.
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Restrictions
on purchase
and
redemption
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(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).
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