Insurance Companies Act

Marginal note:Shareholder and policyholder approval

• 257 (1) A company or society proposing to transfer all or substantially all of its policies, to cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, or to sell all or substantially all of its assets shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.

• Marginal note:Notice to Superintendent

  (1.1) A company or society proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent.

• Marginal note:Information

  (1.2) After receiving the notice, the Superintendent may direct the company or society to provide its shareholders, policyholders and members with any information that the Superintendent may require.

• Marginal note:Right to vote

  (2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (3) The holders of shares of a class or series of shares of the company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

• Marginal note:Policyholder vote

  (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal.

• Marginal note:Special resolution

  (5) For the purpose of subsection (1), and subject to subsections (3) and (4), the proposal is not approved by the shareholders and the policyholders who are entitled to vote or the members unless they approve it by special resolution.

• Marginal note:Abandoning transfer or reinsurance

  (6) Where a special resolution under subsection (5) approving a proposed transaction so states, the directors of a company or society may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders, policyholders or members.

• Marginal note:Application to Minister

  (7) Except in the case of a transaction to transfer all or substantially all of a company’s or society’s policies, the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction, unless the transaction is abandoned in accordance with subsection (6).

• Marginal note:When section does not apply

  (8) This section does not apply if the transfer or reinsurance is made under an order made under subsection 678.5(1).