Insurance Companies Act ( S.C. 1991, c. 47)

14 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company or former-Act society, the provision of this Act prevails.

PART II Status and Powers

Marginal note: Corporate powers

• 15 (1) A company or society has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.
• Marginal note: Powers restricted (2) Neither a company nor a society shall carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.
• Marginal note: Business in Canada (3) A company or society may carry on business throughout Canada.
• Marginal note: Powers outside Canada (4) Subject to this Act, a company or society has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Marginal note: Policies and procedures — integrity or security

15.1 A company or society shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference.

Marginal note: No invalidity

16 No act of a company or society, including any transfer of property to or by a company or society, is invalid by reason only that the act or transfer is contrary to the company’s or society’s incorporating instrument or this Act.

Marginal note: By-law not necessary

17 It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.

Marginal note: No personal liability

• 18 (1) The shareholders and participating policyholders of a company are not, as shareholders or policyholders, liable for any liability, act or default of the company except as otherwise provided by this Act.
• Marginal note: Idem (2) The members of a society are not, as members, liable for any liability, act or default of the society except as otherwise provided by this Act.

Marginal note: No constructive notice

19 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company or society by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the company or society.

Marginal note: Authority of directors and officers

• 20 (1) No company or society and no guarantor of an obligation of a company or society may assert against a person dealing with the company or society or against a person who has acquired rights from the company or society that
  • (a) the company’s or society’s incorporating instrument or any by-laws of the company or society have not been complied with;
  • (b) the persons named as directors of the company or society in the most recent return sent to the Superintendent under section 549 or 668 are not the directors of the company or society;
  • (c) the place named in the incorporating instrument or by-laws of the company or society is not the place where the head office of the company or society is situated;
  • (d) a person held out by the company or society as a director, officer or representative of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, officer or representative; or
  • (e) a document issued by any director, officer or representative of the company or society with actual or usual authority to issue the document is not valid or not genuine.
  • 1991, c. 47, s. 20
  • 2005, c. 54, s. 218

  Marginal note: Sunset provision

  • 21 (1) Subject to subsections (2) and (4), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after June 30, 2026.
  • Marginal note: Extension (2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection.
  • Marginal note: Order not a regulation (3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in Part II of the Canada Gazette .
  • Marginal note: Exception — dissolution (4) If Parliament dissolves on the day set out in subsection (1) or on any day within the six-month period before that day or on any day within an extension ordered under subsection (2), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, until the end of the 180th day after the first day of the first session of the next Parliament.
  • 1991, c. 47, s. 21
  • 1997, c. 15, s. 168
  • 2001, c. 9, s. 353
  • 2006, c. 4, s. 201
  • 2007, c. 6, s. 189
  • 2012, c. 5, s. 123
  • 2016, c. 7, s. 120
  • 2018, c. 12, s. 357
  • 2021, c. 23, s. 156
  • 2024, c. 17, s. 406

  PART III Incorporation, Continuance and Discontinuance

  Formalities of Incorporation

  Marginal note: Incorporation of company or society

  22 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a company or society.

  Marginal note: Restrictions on incorporation

  • 23 (1) Letters patent incorporating a company or society may not be issued if the application therefor is made by or on behalf of
    • (a) Her Majesty in right of Canada or in right of a province, an agency of Her Majesty in either of those rights, or an entity controlled by Her Majesty in either of those rights;
    • (b) the government of a foreign country or any political subdivision thereof;
    • (c) an agency of the government of a foreign country or any political subdivision thereof; or
    • (d) an entity, other than a foreign institution or any subsidiary of a foreign institution, that is controlled by the government of a foreign country or any political subdivision thereof.
    • 1991, c. 47, s. 23
    • 1997, c. 15, s. 169

    Marginal note: National treatment

    • 24 (1) If a proposed company would be a subsidiary of a foreign institution that is engaged in the insurance business, letters patent to incorporate the 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 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.
    • Marginal note: Part XII of the Bank Act (2) Nothing in subsection (1) affects the operation of Part XII of the Bank Act .
    • 1991, c. 47, s. 24
    • 1999, c. 28, s. 120
    • 2001, c. 9, s. 354

    Marginal note: Application for incorporation

    • 25 (1) An application for letters patent to incorporate a company or society setting out the names of the first directors of the company or society shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.
    • Marginal note: Publishing notice of intent (2) Before filing an application referred to in subsection (1), the applicant or one of the applicants, as the case may be, shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is to be situated.

    Marginal note: Objections to incorporation

    • 26 (1) Any person who objects to the proposed incorporation of a company or society may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed company or society, submit the objection in writing to the Superintendent.
    • Marginal note: Minister to be informed (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.
    • Marginal note: Inquiry into objection and report (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.
    • Marginal note: Report to be made available (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.
    • Marginal note: Rules governing proceedings (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.

    Marginal note: Matters for consideration

    27 Before issuing letters patent to incorporate a company or society, the Minister shall take into account all matters that the Minister considers relevant to the application, including

    • (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company or society;
    • (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company or society;
    • (c) the business record and experience of the applicant or applicants;
    • (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;
    • (e) whether the company or society will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
    • (f) the impact of any integration of the operations and businesses of the applicant or applicants with those of the company or society on the conduct of those operations and businesses; and
    • (g) the best interests of the financial system in Canada.
    • 1991, c. 47, s. 27
    • 2001, c. 9, s. 355

    Marginal note: Contents of letters patent

    • 28 (1) There shall be set out in the letters patent incorporating a company or society
      • (a) the name of the company or society;
      • (b) the province in which the head office of the company or society is to be situated;
      • (c) the date that the company or society came, or is to come, into existence; and
      • (d) in the case of letters patent incorporating a company, whether the company is to be a mutual company.
      • (a) the criteria for membership in the society;
      • (b) the manner in which the capital of the society is to be acquired; and
      • (c) the disposition to be made of the property of the society on liquidation.
      • 1991, c. 47, s. 28
      • 2005, c. 54, s. 219