245. (1) On the joint application of two or more bodies corporate, incorporated by or under an Act of Parliament, including companies and insurance holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one mutual company.

(2) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including companies — other than mutual companies — and insurance holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one company.

(3) On the joint application of two or more societies, the Minister may issue letters patent amalgamating and continuing the applicants as one society.

1991, c. 47, s. 245; 1997, c. 15, s. 218; 2001, c. 9, s. 390.

246. (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.

(2) Every amalgamation agreement for an amalgamation to which subsection 245(1) or (2) applies shall set out the terms and means of effecting the amalgamation and, in particular,

(a) the name of the amalgamated company and the place in Canada where its head office is to be situated;

(b) whether the amalgamated company is to be a mutual company or a company with common shares;

(c) the name and place of ordinary residence of each proposed director of the amalgamated company;

(d) the manner in which any shares of each applicant are to be converted into shares or other securities of the amalgamated company;

(e) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated company;

(f) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated company or of any other body corporate that are to be issued in the amalgamation;

(g) the proposed by-laws of the amalgamated company;

(h) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and

(i) the proposed effective date of the amalgamation.

(2.1) Every amalgamation agreement for an amalgamation to which subsection 245(3) applies shall set out the terms and means of effecting the amalgamation and, in particular,

(a) the name of the amalgamated society and the place in Canada where its head office is to be situated;

(b) the name and place of ordinary residence of each proposed director of the amalgamated society;

(c) the proposed by-laws of the amalgamated society;

(d) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated society; and

(e) the proposed effective date of the amalgamation.

(3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated company.

1991, c. 47, s. 246; 1997, c. 15, s. 219.

247. (1) An amalgamation agreement shall be submitted to the Minister for approval. Any approval of the agreement under subsection 248(5) by the shareholders, policyholders or members of an applicant is invalid unless, before the date of the approval, the Minister approves the agreement in writing.

(2) An amalgamation agreement submitted to the Minister for approval must be accompanied by the report of an independent actuary on the agreement.

1991, c. 47, s. 247; 1997, c. 15, s. 220(E).

248. (1) The directors of each applicant shall submit an amalgamation agreement for approval

(a) to a meeting of the shareholders and policyholders entitled to vote of the applicant company of which they are directors and to the holders of each class or series of shares;

(b) to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares; or

(c) to a meeting of the members of the applicant society of which they are directors.

(2) Each share of an applicant carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote.

(3) The holders of shares of a class or series of shares of an applicant are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of an amalgamation agreement.

(5) Subject to subsections (3) and (4), an amalgamation agreement is approved when it has been approved by special resolution by

(a) the shareholders and the policyholders who are entitled to vote of each applicant company;

(b) the shareholders of each applicant body corporate; and

(c) the members of each applicant society.

(6) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders, policyholders or members of all or any of the applicant companies, bodies corporate or societies.

1991, c. 47, s. 248; 1997, c. 15, s. 221.

249. (1) A company may, without complying with sections 246 to 248, amalgamate with one or more bodies corporate that

(a) are incorporated by or under an Act of Parliament,

(b) are wholly-owned subsidiaries of the company, and

(c) do not have any participating policyholders

if

(d) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary, and

(e) the resolutions provide that

(i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,

(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and

(iii) no securities will be issued by the amalgamated company in connection with the amalgamation.

(2) Two or more bodies corporate that

(a) are incorporated by or under an Act of Parliament,

(b) are wholly-owned subsidiaries of the same holding body corporate, and

(c) do not have any participating policyholders

may amalgamate and continue as one company without complying with sections 246 to 248 if

(d) at least one of the applicants is a company,

(e) the amalgamation is approved by a resolution of the directors of each of the applicants, and

(f) the resolutions provide that

(i) the shares of all applicants, except those of one of the applicants that is a company, will be cancelled without any repayment of capital in respect thereof,

(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and

(iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled.

250. (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 248(6), the applicants shall, within three months after the approval of the agreement in accordance with subsection 248(5) or the approval of the directors in accordance with subsection 249(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one company or society.

(2) No application for the issue of letters patent under subsection (1) may be made unless

(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and

(b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations.

(3) If two or more bodies corporate, none of which is a company or society, apply for letters patent under subsection (1), sections 23 to 26 apply in respect of the application with any modifications that the circumstances require.

(4) Before issuing letters patent of amalgamation continuing the applicants as one company or society, the Minister shall take into account all matters that the Minister considers relevant to the application, including

(a) the sources of continuing financial support for the amalgamated company or society;

(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated company or society;

(c) the business record and experience of the applicants;

(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;

(e) whether the amalgamated 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 applicants on the conduct of those operations and businesses;

(g) if one of the applicants is a converted company in respect of which the Minister has issued an order under subsection 407(8) or a converted company in respect of which subsection 407(11) applied at any time, or a body corporate that controls, within the meaning of paragraph 3(1)(d), such a company, the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the amalgamated company and its affiliates may affect the supervision and regulation of the amalgamated company, having regard to

(i) the nature and extent of the proposed financial services activities to be carried out by the amalgamated company and its affiliates, and

(ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the amalgamated company; and

(h) the best interests of the financial system in Canada.

(5) The Minister may not, before January 1, 2002, issue letters patent under section 251 amalgamating a converted company in respect of which subsection 407(4) or (11) applies, a company to which subsection 407(5) or (12) applies or an insurance holding company to which subsection 407(6) or (13) applies with any other body corporate.

(6) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, or a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies, the Minister may not issue the letters patent of amalgamation unless the amalgamated company is

(a) widely held; or

(b) controlled, within the meaning of paragraph 3(1)(d), by a company to which subsection 407(5) applies, or by an insurance holding company to which subsection 407(6) applies, that controlled one of the applicants at the time the application was made.

(7) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies and the letters patent of amalgamation are issued, the amalgamated company is deemed to be a converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies, as the case may be.

1991, c. 47, s. 250; 1997, c. 15, s. 222; 2001, c. 9, s. 391.

251. (1) Where an application has been made to the Minister in accordance with section 250, the Minister may issue letters patent of amalgamation continuing the applicants as one company or society.

(2) Where letters patent are issued pursuant to this section, section 28 applies with such modifications as the circumstances require in respect of the issue of the letters patent.

(3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).

1991, c. 47, s. 251; 1997, c. 15, s. 223.

251.1 (1) If a company or society, or any director, officer, employee or agent of a company or society, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or society, or the director, officer, employee or agent, to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.

(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

2001, c. 9, s. 392.

252. (1) On the day provided for in the letters patent issued under section 251

(a) the amalgamation of the applicants and their continuance as one company or society becomes effective;

(b) the property of each applicant continues to be the property of the amalgamated company or society;

(c) the amalgamated company or society continues to be liable for the obligations of each applicant;

(d) any existing cause of action, claim or liability to prosecution is unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company or society;

(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company or society;

(g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated company; and

(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company or society.

(2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company.

1991, c. 47, s. 252; 1997, c. 15, s. 224.

253. (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a company or society in respect of which letters patent were issued under subsection 251(1) 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 one or more of the amalgamating bodies corporate was engaging in at the time 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. 121]

(d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate 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 one or more of the amalgamating bodies corporate were 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 matter 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, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that 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 issue of the letters patent.

1991, c. 47, s. 253; 1994, c. 47, s. 121; 1997, c. 15, s. 225.

254. (1) Except in accordance with this section or an order made under subsection 678.5(1), a company or society shall not

(a) transfer all or any portion of its policies or cause itself to be reinsured against all or any portion of the risks undertaken by it;

(b) purchase or reinsure all or any portion of the policies of any body corporate; or

(c) sell all or substantially all of its assets.

(2) A company or society may, with the approval of the Minister,

(a) transfer all or any portion of its policies to, or cause itself to be reinsured against all or any portion of the risks undertaken by it by, any company, society or foreign company that is authorized to transact the classes of insurance to be so transferred or reinsured;

(a.1) cause itself to be reinsured, on an indemnity basis, against all or any portion of the risks undertaken by it by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured;

(a.2) transfer all or any portion of its policies to any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance being transferred;

(a.3) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken by it by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with

(i) the appropriate official or public body responsible for the supervision of the body corporate,

(ii) the body corporate, or

(iii) the appropriate official or public body and the body corporate;

(b) transfer all or any portion of its policies, other than its policies in Canada, to any other body corporate or cause itself to be reinsured by any other body corporate against all or any portion of the risks undertaken by it, other than risks in respect of its policies in Canada;

(c) purchase or reinsure all or any portion of the policies of any body corporate; or

(d) sell all or substantially all of its assets.

(2.1) The Minister’s approval is not required for a transaction described in subsection (2) if it is a prescribed transaction or a transaction in a prescribed class of transactions.

(3) Before any application is made for the approval of the Minister under subsection (2), a notice of intention to make the application shall be published

(a) in the Canada Gazette, and

(b) in a newspaper in general circulation in the place where the head office of the company or society is situated,

stating the day on or after which the application will be made, that day being at least thirty days after the date of publication of the notice.

(4) Where a company or society publishes a notice referred to in subsection (3), the Superintendent may direct the company or society to provide its shareholders, policyholders and members with such information as the Superintendent may require.

(5) Where a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least thirty days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.

(6) Where the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister is asked to approve, the Superintendent may shorten the periods of thirty days referred to in subsections (3) and (5).

1991, c. 47, s. 254; 1997, c. 15, s. 226; 2001, c. 9, s. 393.

255. The Minister shall not approve a transaction under subsection 254(2) if the transaction would cause any company or society that would be a party to the transaction to be in contravention of any regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of any direction made under subsection 515(3) or 516(4).

1991, c. 47, s. 255; 1997, c. 15, s. 227.

256. Sections 254 and 255 do not apply in respect of reinsurance transactions entered into by a company or society in the ordinary course of its business.

1991, c. 47, s. 256; 1997, c. 15, s. 227.

257. (1) A company or society proposing to

(a) transfer all or substantially all of its policies,

(b) cause itself to be reinsured against all or substantially all of the risks undertaken by it, or

(c) 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.

(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.

(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.

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

(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.

(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.

(7) Unless a transaction is abandoned in accordance with subsection (6), 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.

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

1991, c. 47, s. 257; 1997, c. 15, s. 227; 2001, c. 9, s. 394.

258. A transaction referred to in subsection 254(2) or 257(1) has no effect until it has been approved by the Minister.

1991, c. 47, s. 258; 1997, c. 15, s. 227.

259. [Repealed, 1997, c. 15, s. 227]

260. (1) A company shall at all times have a head office in the place within Canada specified in its incorporating instrument or by-laws.

(2) The directors of a company may change the address of the head office within the place specified in the incorporating instrument or by-laws.

(3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

261. (1) A company shall prepare and maintain records containing

(a) its incorporating instrument and the by-laws of the company and all amendments thereto;

(b) minutes of meetings and resolutions of shareholders or policyholders;

(c) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 668;

(d) particulars of any authorizations, conditions and limitations established by the Superintendent pursuant to subsection 58(1) or (2) or 59(1) or that are from time to time applicable to the company; and

(e) particulars of exceptions granted under section 38 or 253 that are from time to time applicable to the company.

(2) In addition to the records described in subsection (1), a company shall prepare and maintain adequate

(a) corporate accounting records;

(b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and

(c) records showing, for each customer of, or claimant under a policy issued by, the company, the amount owing to the company and the nature of the liabilities of the company to the customer or claimant.

(3) For the purposes of paragraph (1)(b) and subsection (2),

(a) in the case of a body corporate continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued;

(b) in the case of a body corporate amalgamated and continued as a company under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and

(c) in the case of a former-Act company, “records” includes similar records required by law to be maintained by the company before the coming into force of this section.

1991, c. 47, s. 261; 1997, c. 15, s. 228(E).

262. (1) The records described in section 261 shall be kept at the head office of the company or at such other place in Canada as the directors think fit.

(2) Where any of the records described in section 261 are not kept at the head office of a company, the company shall notify the Superintendent of the place where the records are kept.

(3) Subsection (1) does not apply in respect of records of an office of the company outside Canada or in respect of customers of such an office.

(4) The records described in section 261, other than those described in paragraph 261(2)(c), shall at all reasonable times be open to inspection by the directors.

(5) Shareholders, policyholders who are entitled to vote and creditors of a company and their personal representatives may examine the records referred to in subsection 261(1) during the usual business hours of the company, and may take extracts therefrom, free of charge, or have copies made thereof on payment of a reasonable fee and, where the company is a distributing company within the meaning of subsection 288(1), any other person may, on payment of a reasonable fee, examine such records and take extracts therefrom or copies thereof.

(5.1) A company may make the information contained in records referred to in subsection 261(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

(6) Every shareholder of a company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.

(7) Every policyholder of a company who is entitled to vote at a meeting of policyholders or shareholders and policyholders of the company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the company.

1991, c. 47, s. 262; 1997, c. 15, s. 229; 2001, c. 9, s. 395.

263. (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request.

(2) A request under subsection (1) must be accompanied by an affidavit containing

(a) the name and address of the applicant,

(b) the name and address for service of the entity, if the applicant is an entity, and

(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 265,

and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

(3) Every shareholder, policyholder who is entitled to vote or creditor of a company or the personal representative of a shareholder, policyholder who is entitled to vote or creditor of a company is entitled to a basic list of shareholders of the company, but, if the company is a distributing company within the meaning of subsection 288(1), any person is entitled to a basic list of shareholders of the company on request therefor.

(4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

(a) the names of the shareholders of the company;

(b) the number of shares owned by each shareholder; and

(c) the address of each shareholder as shown in the records of the company.

(5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

(6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5)

(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

264. A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.

265. A list of shareholders obtained under section 263 shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the company;

(b) an offer to acquire shares of the company; or

(c) any other matter relating to the affairs of the company.

266. (1) A register or other record required or authorized by this Act to be prepared and maintained by a company

(a) may be in a bound or loose-leaf form or in a photographic film form; or

(b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

(2) Registers and records maintained in one form may be converted to any other form.

(3) Notwithstanding section 269, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

267. A company and its agents shall take reasonable precautions to

(a) prevent loss or destruction of,

(b) prevent falsification of entries in,

(c) facilitate detection and correction of inaccuracies in, and

(d) ensure that unauthorized persons do not have access to or use of information in,

the registers and records required or authorized by this Act to be prepared and maintained.

268. (1) Subject to subsection (3), a company shall maintain and process in Canada information or data relating to the preparation and maintenance of the records referred to in section 261 unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the company from the application of this section.

(2) Subject to subsections (4) and (5), a company may maintain copies of the records referred to in subsection (1) outside Canada and may further process outside Canada any information or data relating to those copies.

(3) Subsection (1) does not apply in respect of an office of the company outside Canada or in respect of customers of such an office.

(4) Where a company, in accordance with subsection (2), maintains outside Canada copies of any records referred to in subsection (1) or further processes information or data relating to those copies outside Canada, the company shall so inform the Superintendent and provide the Superintendent with a list of those copies maintained outside Canada and a description of the further processing of information or data relating to those copies outside Canada and such other information as the Superintendent may require from time to time.

(5) If the Superintendent is at any time of the opinion that the maintenance outside Canada of any copies referred to in subsection (4), or the further processing of information or data relating to any such copies outside Canada, is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act or the Superintendent is advised by the Minister that, in the opinion of the Minister, such maintenance or further processing is not in the national interest, the Superintendent shall direct the company to maintain those copies, or to further process information or data relating to those copies, in Canada.

(6) A company shall forthwith comply with any direction issued under subsection (5).

(7) The Superintendent shall issue guidelines respecting the circumstances under which an exemption referred to in subsection (1) may be available.

1991, c. 47, s. 268; 2001, c. 9, s. 396.

269. A company shall retain

(a) the records of the company referred to in subsection 261(1);

(b) any record of the company referred to in paragraph 261(2)(a) or (b); and

(c) the central securities register referred to in subsection 271(1).

270. The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company and the length of time those records, papers and documents are to be retained.

271. (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 85, issued by it in registered form, showing in respect of each class or series of securities

(a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

(b) the number of securities held by each security holder; and

(c) the date and particulars of the issue and transfer of each security.

(2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance, amalgamation or coming into force of this section, as the case may be.

(3) Subsections 262(5) and (5.1) and sections 263 and 265 to 268 apply, with any modifications that the circumstances require, in respect of a central securities register.

1991, c. 47, s. 271; 2001, c. 9, s. 397.

272. A company may establish as many branch securities registers as it considers necessary.

273. A company may appoint an agent to maintain its central securities register and each of its branch securities registers.

274. (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

(2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.

275. Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

276. (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

(2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.

277. A company, its agent or a trustee within the meaning of section 317 is not required to produce

(a) a cancelled security certificate in registered form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 73(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

(c) an instrument referred to in subsection 73(1) or a like instrument, irrespective of its form, after the date of its expiration.

278. A company shall set out its name in legible characters in all contracts, premium notices, applications for policies, policies, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.

279. An instrument or agreement executed on behalf of a company by a director, an officer or an agent of the company is not invalid merely because a corporate seal is not affixed thereto.