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.

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.

(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.

1991, c. 47, s. 23; 1997, c. 15, s. 169.

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.

(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.

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.

(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.

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.

(2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.

(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.

(4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.

(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.

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.

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 place in Canada where 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.

(2) In addition to the information required to be included under subsection (1), there shall be set out in the letters patent of a society

(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.

(3) The Minister may set out in the letters patent incorporating a company or society any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed company or society.

(4) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating a company or society as the Minister considers necessary or appropriate.

28.1 (1) If the Minister, under section 22, issues letters patent incorporating a company on the application of a converted company in respect of which subsection 407(4) or (11) applies or applied at any time, the Minister may include in the letters patent of incorporation of the company a provision deeming shares of the company to be issued, on a share for share basis, to all shareholders of the converted company in exchange for all the issued and outstanding shares of the converted company.

(2) Shares of a company deemed to be issued under subsection (1) are subject to the same designation, rights, privileges and restrictions or conditions and, subject to any agreement to the contrary, to the same charges, encumbrances and other restrictions as the shares of the converted company for which they are exchanged and the shares of the converted company, on the issuance of the letters patent, become the property of the company free and clear of any charge, encumbrance or other restriction.

(3) An exchange of shares of a converted company referred to in subsection (1) under a provision included in the letters patent incorporating a company does not deprive a person who was a holder of shares of the converted company immediately before the exchange of any right or privilege with respect to the shares or relieve the person of any liability in respect of the shares, but that right or privilege must be exercised in accordance with this Act.

(4) Despite subsection (3), no share of a company that is deemed to be issued under a provision included in the letters patent incorporating a company may subsequently be transferred or voted contrary to this Act.

(5) No provision described in subsection (1) may be included in letters patent issued under section 22 unless the application for the letters patent is accompanied by evidence that the request for the provision was approved by a special resolution of the shareholders and policyholders of the converted company who are entitled to vote at a meeting of shareholders and policyholders called to consider the application.

(6) If, under a provision included in the letters patent incorporating a company, a share exchange is deemed to have taken place, the company shall, within ninety days after the issuance of the letters patent, make provision for the issue of share certificates representing shares of the company and for the exchange of those certificates for share certificates representing the shares of the converted company that were outstanding on the day the letters patent were issued.

2001, c. 9, s. 356.

28.2 (1) On application, made in accordance with the regulations, by a converted company in respect of which subsection 407(4) or (11) applies or applied at any time to give effect to a proposal to incorporate a company as the holding body corporate of the converted company, to continue a body corporate as a company that is the holding body corporate of the converted company or to amalgamate two or more bodies corporate and continue those bodies corporate as a company that is the holding body corporate of the converted company — and to make any other fundamental change to the converted company, including an exchange of any or all of the shares of the converted company for shares of the company —, the Minister may, to give effect to the proposal,

(a) include in the letters patent of the company issued under section 22, 34 or 251 any provision the Minister considers necessary; or

(b) despite any provision of the Act specified in regulations made under paragraph (2)(e), give any approval that the Minister considers necessary.

(2) The Governor in Council may make regulations

(a) respecting applications referred to in subsection (1), including their form and the information to be contained in them, and authorizing the Superintendent to require additional information in respect of such applications;

(b) respecting proposals to which subsection (1) applies, including the information to be contained in the proposals and the times within which the transactions involved in them must occur;

(c) respecting the procedures to be followed by a converted company that makes an application under subsection (1);

(d) respecting the approval, confirmation or authorization, if any, of all or any portion of proposals to which subsection (1) applies, including the approval of shareholders and policyholders and including the terms and conditions of those approvals, confirmations or authorizations and their effect; and

(e) specifying provisions of the Act for the purpose of paragraph (1)(b).

2001, c. 9, s. 356.

29. The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating a company or society.

30. The first directors of a company or society are the directors named in the application for letters patent to incorporate the company or society.

31. A company or society comes into existence on the date provided therefor in its letters patent.

32. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament, including an insurance holding company, may apply to the Minister for letters patent continuing the body corporate as a company under this Act.

(2) A body corporate 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 body corporate as a company under this Act.

(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.

1991, c. 47, s. 32; 1994, c. 24, s. 34(F); 1997, c. 15, s. 170; 2001, c. 9, s. 357.

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.

(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.

(3) A copy of the special resolution referred to in subsection (2) shall be filed with the application.

1991, c. 47, s. 33; 1997, c. 15, s. 171.

34. (1) On the application of a body corporate under subsection 32(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act.

(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.

(3) Section 28 applies in respect of the issue of letters patent under subsection (1) or (2), with such modifications as the circumstances require.

1991, c. 47, s. 34; 1997, c. 15, s. 172.

35. (1) On the day set out in the letters patent continuing a body corporate as a company under subsection 34(1),

(a) the body corporate becomes a company as if it had been incorporated under this Act; and

(b) the letters patent are deemed to be the incorporating instrument of the continued company.

(2) On the day set out in the letters patent continuing a fraternal benefit society as a society under subsection 34(2),

(a) the fraternal benefit society becomes a society as if it had been incorporated under this Act; and

(b) the letters patent are deemed to be the incorporating instrument of the continued society.

1991, c. 47, s. 35; 1997, c. 15, s. 173.

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.

(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.

1991, c. 47, s. 36; 1997, c. 15, s. 174(E).

37. Where a body corporate is continued as a company or society under this Part,

(a) the property of the body corporate continues to be the property of the company or society;

(b) the company or society continues to be liable for the obligations of the body corporate;

(c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected;

(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company or society;

(e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company or society;

(f) a person who, on the day the body corporate becomes a company or society, is the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of it, but any such right or privilege may be exercised only in accordance with this Act; and

(g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company or society.

1991, c. 47, s. 37; 1997, c. 15, s. 175.

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

(a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that the body corporate continued as the company or society was engaging in at the time the application for the letters patent was made;

(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

(c) [Repealed, 1994, c. 47, s. 119]

(d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by the body corporate continued as the company or society at the time the application for the letters patent was made;

(e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if the body corporate continued as the company or society was obliged, at the time the application for the letters patent was made, to acquire those assets; and

(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada and maintain and process outside Canada information and data relating to the preparation and maintenance of such records or registers.

(2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

(a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

(b) with respect to any matter described in paragraph (1)(b), ten years; and

(c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years.

(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.

(4) The Minister shall not grant to a company or society any permission

(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business.

1991, c. 47, s. 38; 1994, c. 47, s. 119; 1997, c. 15, s. 176.

39. (1) A company or society may

(a) apply, with the approval in writing of the Minister, for a certificate of continuance under section 187 of the Canada Business Corporations Act; or

(b) apply for letters patent continuing the company or society as a bank under subsection 35(1) of the Bank Act or amalgamating and continuing the company or society as a bank under subsections 223(1) and 229(1) of that Act.

(1.1) A society may also, with the approval in writing of the Minister,

(a) apply, under section 156 of the Canada Corporations Act, for letters patent creating it as a corporation under Part II of that Act; or

(b) apply, under section 285 of the Canada Cooperatives Act, for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, under that Act.

(2) No approval referred to in paragraph (1)(a) may be given to a company or society and no approval referred to in subsection (1.1) may be given to a society unless the Minister is satisfied that

(a) the application has been authorized by a special resolution;

(b) the company or society has discharged, or provided for the discharge of, all its policy liabilities; and

(c) unless the company or society is an entity referred to in paragraph 47(2)(b) or (c), the company or society will not use the word “assurance”, “assurances” or “insurance” in its name after a certificate or letters patent referred to in subsection (1) or (1.1) are issued in respect of the company or society.

(3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of a company or society may, without further approval of the shareholders, policyholders entitled to vote or members, withdraw the application before it is acted on.

(4) On the day specified in the certificate or letters patent, this Act ceases to apply to the body corporate to which the certificate or letters patent relate.

1991, c. 47, ss. 39, 759; 1994, c. 24, s. 34(F); 2001, c. 9, s. 358.

40. and 41. [Repealed, 2001, c. 9, s. 358]

42. (1) A company or society may not be incorporated under this Act with a name

(a) that is prohibited by an Act of Parliament;

(b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

(c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

(i) trade-mark or trade name, or

(ii) corporate name of a body corporate,

except where the trade-mark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trade-mark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

(d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

(e) that is reserved under section 45 for another company or society or a proposed company or society or under section 734 for an insurance holding company or a proposed insurance holding company.

(2) Paragraph (1)(a) does not apply with respect to any former-Act company or former-Act society incorporated by or under an Act of Parliament that expressly authorizes the use of any name that would otherwise be prohibited.

1991, c. 47, s. 42; 1996, c. 6, s. 67; 1997, c. 15, s. 177; 2001, c. 9, s. 359.

43. Despite section 42, a company or society that is affiliated with another entity may, with the consent of that entity and the approval of the Superintendent, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

1991, c. 47, s. 43; 1996, c. 6, s. 68; 2001, c. 9, s. 360.

44. (1) The name of a company or society may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the company or society may use and be legally designated by any such form.

(2) A company or society may identify itself outside Canada by its name in any language and the company or society may use and be legally designated by any such form of its name outside Canada.

(3) Subject to subsection (4) and section 278, a company or society may carry on business under or identify itself by a name other than its corporate name.

(4) Where a company or society is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the company or society not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 42(1)(a) to (e).

1991, c. 47, s. 44; 1996, c. 6, s. 69.

45. The Superintendent may, on request, reserve for ninety days a name for a proposed company or society or for a company or society that intends to change its name.

46. (1) If through inadvertence or otherwise a company or society

(a) comes into existence or is continued with a name, or

(b) on an application to change its name, is granted a name

that is prohibited by section 42, the Superintendent may, by order, direct the company or society to change its name and the company or society shall comply with that direction.

(2) If a company or society has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the company or society and assign to it a name and, until changed in accordance with section 224, 238 or 544.1, the name of the company or society is thereafter the name so assigned.

1991, c. 47, s. 46; 1996, c. 6, s. 70; 2001, c. 9, s. 361.

47. (1) No entity incorporated or formed by or under an Act of Parliament shall use the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

(2) Subsection (1) does not apply to

(a) a company or society;

(a.1) an insurance holding company;

(b) an entity the business of which is not financial activities;

(c) an entity that is primarily engaged in insurance brokerage or insurance agency services; or

(d) an entity that was, on the day immediately preceding the day on which that subsection comes into force, using the word “assurance”, “assurances”, “insurance” or “lifeco” or any word or words of import equivalent to any of those words in its name.

1991, c. 47, s. 47; 1996, c. 6, s. 70; 2001, c. 9, s. 362.

48. Despite subsection 47(1), a subsidiary of a company or society may use the company’s or society’s name in its name.

1991, c. 47, s. 48; 1996, c. 6, s. 70; 2001, c. 9, s. 363.

48.1 (1) In this section, “reserved name” means a name that includes as part thereof the word “assurance”, “assurances”, “insurance”, “lifeco”, “fiduciaire”, “fiduciary”, “fiducie”, “trust”, “trustco”, “loan”, “loanco” or “prêt” or any word or words of import equivalent to any of those words.

(2) No person, other than a financial institution, who

(a) is carrying on business in Canada under a reserved name, and

(b) has control or acquires control of a company,

shall control the company on the later of

(c) one year after this section comes into force, and

(d) one year after the date of acquisition of the control.

(3) No person, other than a financial institution, who

(a) controls an entity that is not a financial institution that carries on business in Canada under a reserved name, and

(b) has control or acquires control of a company,

shall control the company on the later of

(c) one year after this section comes into force, and

(d) one year after the date of the acquisition of the control.

(4) Notwithstanding subsection (3), where a financial institution controls an entity that

(a) is not a financial institution,

(b) carries on business in Canada under a reserved name, and

(c) has control or acquires control of a company,

the entity shall not control the company on the later of

(d) one year after this section comes into force, and

(e) one year after the date on which the entity acquires control of the company.

(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 the day immediately preceding the day on which those subsections come into force.

1996, c. 6, s. 70.