Insurance Companies Act (S.C. 1991, c. 47)
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Act current to 2023-11-14 and last amended on 2023-09-25. Previous Versions
AMENDMENTS NOT IN FORCE
— 2005, c. 54, s. 239(2), as amended by 2022, c. 10, s. 229(E)
1997, c. 15, s. 197
239 (2) The definition solicit or solicitation in section 164 of the Act is replaced by the following:
- solicitation
solicitation
(a) includes
(i) a request for a proxy whether or not accompanied by or included in a form of proxy,
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
(iii) the sending of a form of proxy or other communication to a shareholder or policyholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder or policyholder under section 164.03; but
(b) does not include
(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder,
(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(iii) the sending by an intermediary of the documents referred to in subsection 164.06(1),
(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,
(v) a prescribed public announcement by a shareholder or policyholder of how they intend to vote and the reasons for that decision,
(vi) a communication for the purposes of obtaining the support of persons in accordance with paragraph 147(1.1)(b), or
(vii) a communication, other than a solicitation by or on behalf of the management of a company, that is made to shareholders or policyholders in the prescribed circumstances. (sollicitation)
— 2005, c. 54, s. 322(2), as amended by 2022, c. 10, s. 230(E)
2001, c. 9, s. 465
322 (2) The definition solicit or solicitation in section 785 of the Act is replaced by the following:
- solicitation
solicitation
(a) includes
(i) a request for a proxy whether or not accompanied by or included in a form of proxy,
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
(iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder under subsection 788(1); but
(b) does not include
(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(iii) the sending by an intermediary of the documents referred to in subsection 791(1),
(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,
(v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision,
(vi) a communication for the purposes of obtaining the support of persons in accordance with paragraph 770(1.1)(b), or
(vii) a communication, other than a solicitation by or on behalf of the management of an insurance holding company, that is made to shareholders in the prescribed circumstances. (sollicitation)
— 2018, c. 12, s. 329(1)
329 (1) Paragraphs 441(1)(d) and (d.1) of the Insurance Companies Act are replaced by the following:
(c.1) subject to sections 475 and 478 and the regulations, engage in any activity that relates to the provision of financial services by the company or any of its affiliates;
(d) subject to the regulations, engage in any of the following activities:
(i) collecting, manipulating and transmitting information, and
(ii) designing, developing, manufacturing, selling and otherwise dealing with technology, if those activities relate to
(A) an activity referred to in this subsection or subsection (1.1) that is engaged in by the company or any of its affiliates, or
(B) the provision of financial services by any other entity,
— 2018, c. 12, ss. 329(3) to (5)
329 (3) Paragraph 441(4)(a) of the Act is replaced by the following:
(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in any of paragraphs (1)(c.1) and (d) and subsection (1.1);
(4) Subparagraph 441(4)(b)(ii) of the English version of the Act is replaced by the following:
(ii) the carrying on of the activities referred to in any of paragraphs (1)(c.1) and (d) and subsection (1.1); and
(5) Paragraph 441(4)(c) of the Act is replaced by the following:
(c) respecting the circumstances in which a company may engage in the activities referred to in paragraphs (1)(c.1) and (d), including the circumstances in which a company may collect, manipulate and transmit information under subparagraph (1)(d)(i).
— 2018, c. 12, s. 330
330 Section 442 of the Act is replaced by the following:
Networking
442 (1) Subject to the regulations, a company may
(a) act as agent for any person in respect of
(i) the carrying on of any activity referred to in subsection 441(1) or (1.1) that is engaged in by a financial institution, by a permitted entity as defined in subsection 490(1), if that definition were read without reference to the requirements of subsections 495(6) to (8), or by a prescribed entity, or
(ii) the provision of any service that relates to financial services and that is provided by an institution or entity referred to in subparagraph (i);
(b) enter into an arrangement with any person in respect of the carrying on of an activity referred to in subparagraph (a)(i) or the provision of a service referred to in subparagraph (a)(ii); and
(c) refer any person to another person.
Regulations
(2) The Governor in Council may make regulations
(a) respecting the disclosure of the name of the person for whom a company is acting as agent under subsection (1);
(b) respecting the disclosure of any commission being earned by a company when acting as agent under subsection (1);
(c) respecting the circumstances in which a company may act as an agent, enter into an arrangement or refer a person under subsection (1); and
(d) imposing terms and conditions in respect of the carrying on of activities under that subsection.
Regulations
442.1 The Governor in Council may, for the purposes of section 440 and subsection 442(1), make regulations respecting what a company is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 331, as amended by 2018, c. 27, s. 155(E)
331 (1) Section 495 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) and (6) to (8), Part XI and the regulations made under paragraphs (2.2)(b) and (c), a life company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a life company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of this section, the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a life company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which a life company may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 495(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 493(2), paragraph 493(3)(b) or (c) or subsection 493(4); or
(3) Section 495 of the Act is amended by adding the following after subsection (4):
Permitted investments
(4.1) Subject to subsections (5) to (8), Part XI and the regulations made under paragraphs (4.2)(a) and (b), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a property and casualty company, or a marine company, is permitted to engage in under subsection 440(2).
Regulations
(4.2) The Governor in Council may make regulations
(a) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, under subsection (4.1); and
(b) respecting the circumstances in which a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (4.1).
(4) Subparagraph 495(5)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (4) or (4.1) or 493(2) or paragraph 493(3)(b) or (c); or
(5) Subsection 495(7) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (d) and (d.1).
(6) Paragraph 495(9)(a) of the Act is replaced by the following:
(a) the company is acquiring control of an entity, other than a specialized financing entity, under subsection (2), (2.1), (4) or (4.1) and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b) or (4)(b);
— 2018, c. 12, s. 332
332 The Act is amended by adding the following after section 495:
Regulations
495.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 441(1)(c.1) or (d), including the circumstances in which a company is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 333
333 Paragraph 528(1)(c) of the Act is replaced by the following:
(c) consists of a written contract with the related party for the purpose of having either one of them act as an agent or make referrals;
— 2018, c. 12, s. 334
334 (1) Paragraphs 542(2)(d) and (e) of the Act are replaced by the following:
(d) subject to the regulations, act as an agent for a person, or enter into any other arrangement with a person, in respect of the provision of a service by
(i) a financial institution that is primarily engaged in an insurance business, or
(ii) an entity in which a society is permitted to acquire a substantial investment under section 554, if that section were read without reference to the requirements of subsections 554(4) and (5); and
(e) refer any person to another person.
(2) Section 542 of the Act is amended by adding the following after subsection (5):
Regulations
(6) The Governor in Council may, for the purposes of paragraphs (2)(d) and (e), make regulations
(a) respecting the circumstances in which a society may act;
(b) imposing terms and conditions in respect of what a society may do; and
(c) respecting what a society is prohibited from doing when acting as an agent or when making referrals.
— 2018, c. 12, s. 335
335 (1) Section 554 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) and (4) and the regulations made under paragraphs (2.2)(b) and (c), a society may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (c), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a property and casualty company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of subsection (2.1), the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which a society may acquire control of, or acquire or increase a substantial investment in, an entity under subsection (2.1).
(2) Subparagraph 554(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2) or (2.1) or 552(2) or paragraph 552(3)(b) or (c); or
(3) Subsection 554(5) of the Act is replaced by the following:
Minister’s approval
(5) Subject to the regulations, a society may not, without the prior written approval of the Minister, acquire control of, or acquire or increase a substantial investment in, a permitted entity other than an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1) or an entity whose activities are limited to activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d).
— 2018, c. 12, s. 336
336 The Act is amended by adding the following after section 554:
Regulations
554.1 The Governor in Council may make regulations
(a) respecting the circumstances in which a society may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d), including the circumstances in which a society is prohibited from doing so; and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 337
337 (1) Section 971 of the Act is amended by adding the following after subsection (2):
Permitted investments
(2.1) Subject to subsections (3) to (6) and the regulations made under paragraphs (2.2)(b) and (c), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs 495(1)(a) to (j), if a majority, as defined in the regulations, of the entity’s business consists of financial service activities or any other activity that a company is permitted to engage in under subsection 440(2).
Regulations
(2.2) The Governor in Council may make regulations
(a) defining, for the purposes of subsection (2.1), the word “majority”;
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity that an insurance holding company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1); and
(c) respecting the circumstances in which an insurance holding company may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1).
(2) Subparagraph 971(3)(d)(ii) of the Act is replaced by the following:
(ii) in the case of an entity that is not controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 493(2), paragraph 493(3)(b) or (c) or subsection 493(4) or 495(1), (2) or (2.1); or
(3) Subsection 971(5) of the Act is amended by adding “or” at the end of paragraph (c) and by repealing paragraphs (5)(d) and (d.1).
(4) Paragraph 971(7)(a) of the Act is replaced by the following:
(a) the insurance holding company is acquiring control of an entity, other than a specialized financing entity, under subsection (2) or (2.1) and the only reason for which the insurance holding company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b);
— 2018, c. 12, s. 338
338 The Act is amended by adding the following after section 971:
Regulations
971.1 The Governor in Council may make regulations
(a) respecting the circumstances in which an insurance holding company may acquire control of, or acquire or increase a substantial investment in, an entity that engages in activities that a company is permitted to engage in under paragraph 441(1)(c.1) or (d); and
(b) imposing terms and conditions in respect of the acquisition of control of, or acquisition or increase of a substantial investment in, an entity referred to in paragraph (a).
— 2018, c. 12, s. 339
339 (1) Paragraphs 1019.1(1)(a) and (b) of the Act are replaced by the following:
(a) paragraph 441(1)(h);
(b) paragraphs 495(7)(b.1) and (c);
(2) Paragraph 1019.1(1)(e) of the Act is replaced by the following:
(e) paragraphs 971(5)(b.1) and (c).
— 2018, c. 12, s. 349
349 (1) On the first day on which both subsections 331(1) and 344(1) of this Act are in force, subsection 495(2.1) of the Insurance Companies Act, as enacted by that subsection 344(1), is renumbered as subsection 495(2.01) and, if necessary, is repositioned accordingly.
(2) On the first day on which both subsections 331(2) and 344(3) of this Act are in force, subparagraphs 495(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2), (2.01) or (2.1) or 493(2), paragraph 493(3)(b) or (c) or subsection 493(4),
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the company, the company itself would be permitted to acquire a substantial investment in the other entity under subsection (2.01); or
(3) On the first day on which both subsection 331(1) and section 345 of this Act are in force, paragraph 501(e) of the Insurance Companies Act is replaced by the following:
(e) for the purposes of subsection 495(2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by a life company.
(4) On the first day on which both subsections 335(1) and 346(1) of this Act are in force, subsection 554(2.1) of the Insurance Companies Act, as enacted by that subsection 346(1), is renumbered as subsection 554(2.01) and, if necessary, is repositioned accordingly.
(5) On the first day on which both subsections 335(2) and 346(3) of this Act are in force, subparagraphs 554(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (1), (2), (2.01) or (2.1) or 552(2) or paragraph 552(3)(b) or (c), or
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the society, the society itself would be permitted to acquire a substantial investment in the other entity under subsection (2.01); or
(6) On the first day on which both subsections 335(3) and 346(4) of this Act are in force, subsection 554(5) of the Insurance Companies Act is replaced by the following:
Minister’s approval
(5) Subject to the regulations, a society may not, without the prior written approval of the Minister, acquire control of, or acquire or increase a substantial investment in, a permitted entity other than a permitted infrastructure entity, an entity whose activities are limited to acquiring or holding shares of, or ownership interests in, permitted infrastructure entities, an entity that a society may acquire control of, or acquire or increase a substantial investment in, under subsection (2.1) or an entity whose activities are limited to activities that a property and casualty company is permitted to engage in under paragraph 441(1)(c.1) or (d).
(7) On the first day on which both subsections 335(1) and 346(5) of this Act are in force, paragraph 554(9)(c) of the Insurance Companies Act is replaced by the following:
(c) for the purposes of subsection (2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by a society.
(8) On the first day on which both subsections 337(1) and 347(1) of this Act are in force, subsection 971(2.1) of the Insurance Companies Act, as enacted by that subsection 347(1), is renumbered as subsection 971(2.01) and, if necessary, is repositioned accordingly.
(9) On the first day on which both subsections 337(2) and 347(3) of this Act are in force, subparagraphs 971(3)(d)(ii) and (iii) of the Insurance Companies Act are replaced by the following:
(ii) in the case of an entity, other than a permitted infrastructure entity, that is not controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 493(2), paragraph 493(3)(b) or (c) or subsection 493(4) or 495(1), (2), (2.01) or (2.1),
(iii) in the case of a permitted infrastructure entity, whether or not that entity is controlled by the insurance holding company, a company would be permitted to acquire a substantial investment in the other entity under subsection 495(2.01); or
(10) On the first day on which both subsection 337(1) and section 348 of this Act are in force, paragraph 977(e) of the Insurance Companies Act is replaced by the following:
(e) for the purposes of subsection 971(2.01), establishing terms and conditions respecting the acquisition of control of, or the acquisition or increase of a substantial investment in, a permitted infrastructure entity by an insurance holding company.
— 2023, c. 26, s. 578
578 The Insurance Companies Act is amended by adding the following after section 15:
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.
— 2023, c. 26, s. 582
582 The Act is amended by adding the following after section 574:
Policies and procedures — integrity or security
574.1 A foreign company shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security in relation to its business in Canada.
— 2023, c. 26, s. 583
583 The Act is amended by adding the following after section 657:
Policies and procedures — integrity or security
657.1 A provincial company shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference.
— 2023, c. 26, s. 585
585 (1) Subsection 674(1) of the Act is replaced by the following:
Examination of companies, etc.
674 (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each company, society, foreign company and provincial company that the Superintendent considers to be necessary or expedient to determine whether the company, society, foreign company or provincial company is complying with the provisions of this Act, whether the company, society or provincial company or the insurance business in Canada of the foreign company is in a sound financial condition and whether the company, society or provincial company has adequate policies and procedures to protect itself against threats to its integrity or security or the foreign company has adequate policies and procedures to protect itself against threats to its integrity or security in relation to its business in Canada. After the conclusion of each examination and inquiry, the Superintendent shall report on it to the Minister.
(2) [In force]
(3) Subsection 674(1.1) of the Act is repealed.
— 2023, c. 26, s. 598
598 The Act is amended by adding the following after section 701:
Policies and procedures — integrity or security
701.1 An insurance holding company shall establish and adhere to policies and procedures to protect itself against threats to its integrity or security, including foreign interference.
- Date modified: