Canada — Quebec Act or statute

Canada — Quebec legislation

Insurers Act, 2018

This section says the Act applies to supervision and control of insurance business and of activities of authorized insurers.

Source excerpt

Authorityaccess to recordsactuarial qualificationactuarial reportingactuarial/audit resignation disclosuresactuariesactuary appointmentactuary dismissalactuary remunerationadministrative decision-makingadministrative enforcementadministrative ordersadministrative penaltiesadministrative procedureadministrative proceedingsadministrative reviewadvancesagreementamalgamationamendment filingsannual meetingsannual reportannual reportingannual reportsannual statementannual statementsannuity capital exemption from seizureannuity payment calculationannulmentappealsapplicability exemptionsapplication conditionsapplication documentsapplication filingapplication noticeapplication of business corporations rulesapplication of statutory provisionsapplication processingapplication requirementsapplication reviewapplications for permissionarticles amendmentarticles of continuanceassessmentsasset acquisitionasset restraintasset segregationasset transferasset valuationasset-liability matchingassets and liabilitiesassociation contractsassociation governanceauditaudit committeeaudit notificationaudit/actuary declarationsaudited financial statementsauditingauditor and actuary appointmentauditorsauthority approvalauthority financial burdenauthority intervention in proceedingsauthorizationauthorization applicationauthorization exemptionsauthorization processauthorization regulationauthorization reviewauthorization revocationauthorized insurerauthorized insurersauxiliary companiesauxiliary companybank depositsbankingbeneficial ownershipbeneficiary dividendsbeneficiary notificationboard approvalboard committee compositionboard compositionboard functionsboard governanceboard meetingsboard membershipboard policiesboard reportingboard resolutionboard resolutionsbookkeepingbooks and accountsbooks and accounts inspectionborrowingbusiness authorizationbusiness corporation amalgamationbusiness corporation regulationbusiness corporationsbusiness planningby-lawsbylaws/contract provisionscancellation of articlescapital adequacycapital controlcapital maintenancecapital requirementscapital rulescapital sharingcertificate issuancecertificate of discontinuancecertificate requirementcertified copy transmissioncessation of regulationchange of namecivil proceedingsclearing and settlementclient dealingsclient documentationclient treatmentcommencement of legislationcommission paymentscommittee compositioncompany admissioncompany expulsioncompany organizationcompensation bodiescomplaint handlingcomplaint processingcomplaintscomplaints handlingcompliancecompliance programscompliance reportingcompliance verificationconciliationconfidential informationconflict of interestconsolidated articlescontestationcontested decisionscontinuancecontract cancellationcontract conditionscontract continuitycontract renewalcontract reviewcontract scopecontract suspensioncontract underwritingcontraventionscontrolcontrol acquisition notificationcontrol of a groupcorporate amalgamationcorporate authorizationcorporate capitalcorporate compliancecorporate continuancecorporate continuationcorporate controlcorporate disclosurecorporate dissolutioncorporate distributionscorporate filingcorporate filingscorporate formcorporate governancecorporate lawcorporate liabilitycorporate liquidationcorporate namecorporate namingcorporate operationcorporate organizationcorporate reclassificationcorporate recordscorporate regimecorporate registrycorporate reportingcorporate repurchasecorporate restructuringcorporate revocationcorporate structuringcost allocationcost recoverycostscourt authorizationcourt evidencecourt finescourt procedurecredit restrictionscreditor claimscreditor prioritycriminal convictionscriminal penaltiescustomer communicationsdamagesdata sharingdebt obligationsdebt recoverydebt subtractiondefence costsdefence from liabilitydefinitiondefinitionsdelegationdirector certificationdirector electiondirector electionsdirector liabilitydirector qualificationdirector removaldirector residency requirementsdirector resignationdirector/officer restrictionsdirectorsdirectorship eligibilitydisclosure of significant interest holdersdismissaldispute resolutiondissolutiondistribution of assetsdistribution of net revenuedistribution of remaining propertydiversificationdividendsdocument deliverydocument productiondue diligenceemployee benefit plansemployment conflictenforcementenrollment cancellationenterprise registerenterprise registrarenterprise registrationentity namingentrenched provisionsequity capitalethics committeeethics committee dutiesethics complianceevidence useexclusionsexemptionexpense reimbursementextension of periodfalse informationfalse or misleading informationfederationfederation by-lawsfederation constitutionfederation dissolutionfederation governancefederation membershipfederation namingfederation oversightfederation solvencyfederationsfeesfiling requirementsfinal accountingfinancial disclosurefinancial filingfinancial forecastsfinancial groupfinancial institution activitiesfinancial institutionsfinancial managementfinancial regulationfinancial remediationfinancial reportingfinancial sector regulationfinancial statementsfinancial supportfinancial transaction limitsfinancial transactionsfinesfirm registrationfitness for officefraudfund accountingfund administrationfund managementfund transfersfundinggovernance policiesgovernment determinationgovernment regulationgrantsgross income thresholdgroup insurancegroup insurance contractsguarantee fundguarantee fund repaymentguaranteeshead officehearing noticehindering officialsholder protectionhypothecindemnitiesindependent directorsinformation disclosureinformation disclosure to actuary or auditorinformation handlinginjunctionsinspectioninsuranceinsurance acquisitionsinsurance activitiesinsurance administrationinsurance association supervisioninsurance associationsinsurance auditinsurance authorizationinsurance businessinsurance business supervisioninsurance companiesinsurance company formationinsurance company governanceinsurance company organizationinsurance compensation body membershipinsurance complianceinsurance compliance programinsurance continuanceinsurance contract underwritinginsurance contractsinsurance disclosureinsurance distributioninsurance dividendsinsurance fundinsurance fund administrationinsurance fund assetsinsurance fund managementinsurance fund operationsinsurance governanceinsurance liabilityinsurance liquidationinsurance premium incomeinsurance regulationinsurance representativeinsurance sectorinsurance terminologyinsurance undertakingsinsured protectioninsuredsinsurer activitiesinsurer authorizationinsurer complianceinsurer conductinsurer contractsinsurer designationinsurer dissolution/liquidationinsurer financial positioninsurer governanceinsurer lossesinsurer reportinginsurer statusinsurer supervisioninterest on amounts owinginternal complianceinventory of contentsinvestigationinvestigationsinvestment fund designationinvestment fundsinvestment optionsinvestment policyjurisdictionjurisdiction changelegal actslegal person statuslegal personsliabilitiesliability contractingliability coverageliability insolvencylicensinglife insurancelife insurance activitieslife insurance claimsliquidationliquidator reportingliquiditylitigation authorityloansmanagement oversightmanagement practicesmarket entrymediationmeeting callingmeeting noticesmeeting proceduremeeting quorummeeting representationmeetingsmember companiesmember company contributionsmember company governancemember company meetingsmember contributionsmember governancemember meetingsmember registersmembership requirementsmerger approvalmergers and amalgamationsministerial decisionministerial noticeministerial permissionministerial reportingmisrepresentationmonetary administrative penaltiesmotor vehicle insurance policiesmutual companiesmutual companymutual company authorization revocationmutual company constitutionmutual company liquidationmutual company statusmutual insurance companymutual-interest corporationsmutual-interest regulated business corporationname replacementnegotiable instrumentsnoticenotice and observationsnotice of intention to amalgamatenotice of loss processingnotice publicationnotice requirementsnotice to authoritynotices of claimnotification dutiesnotification dutyobservationsoffence attributionoffences and penaltiesorder renewalorganization assetsorganization meetingownership control limitspaid-up sharesparticipating fund managementparticipating fund profitsparticipating policiespartnership contributionspatrimonypayment agreementspayment timingpenaltiesperiodic reportpermission applicationpersonal informationpolicy cancellationpolicy deliverypolicy dividendspolicy riderspremium-based apportionmentpremiumsprincipal establishmentprior noticeprivate act overrideprivilegeprocedural powersprocedureprofessional liability insuranceprofessional membershipprofessional misconductprofessional orderprofessional reportingprofessional secrecypromotersproperty transferproposal submissionprosecutionpublic administration costspublic disclosurepublic offeringpublic registerpublication requirementsquorumreceivershipreciprocal union governancereciprocal unionsrecognition conditionsrecord destructionrecord examinationredemptionregister updateregistrar filingregistrationregulated activitiesregulated business corporationsregulated entitiesregulated namesregulatory applicationregulatory approvalregulatory authorityregulatory authorizationregulatory authorization revocationregulatory commencementregulatory complianceregulatory enforcementregulatory feesregulatory filingregulatory information requestsregulatory limitsregulatory notificationregulatory oversightregulatory proceedingsregulatory reportingregulatory statusreinsurancereinsurer controlremaining property distributionremittancereplacement of legislationreportingreporting obligationsreporting to authorityrepresentationreservesrestricted partiesreview proceduresreview rightsrevival of federationrevocation noticerevocation of authorizationrisk managementsafety deposit boxessanctionssecuritiessecurities intermediarysecurities registersecuritysecurity entitlementsecurity interestssegregated fundssegregated investment fundsseizureself-regulatory organizationself-regulatory organization governanceself-regulatory organizationsservicesshare acquisitionshare capital reductionshare issuanceshare redemptionshare redemptionsshare repurchaseshareholder authorizationshareholder rightsshareholders' rightssharessignificant interestsolvencyspecial resolutionstatutory precedencestatutory substitutionsstay of proceedingssupervisionsuretyshipsurplus managementtemporary insurancetransaction noticetribunal proceedingstribunal reviewtrust accountsunderwritingunsecured loansvoting rightswebsite disclosurewithdrawal from federationwithdrawal rights

Jurisdiction: Canada — Quebec
Structure: 577 provisions
Official identity: Year 2018
Dates: Enacted 2018 · Source version 10 Jun 2026

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Dates: Enacted 2018 · Source version 10 Jun 2026

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“This section says the Act applies to supervision and control of insurance business and of activities of authorized insurers.”

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Section 197

Section 244

Shares of a regulated business corporation are issued only when fully paid.

Section 244

Section 291

Certain changes to an insurance company’s articles need permission from the Authority or, in some cases, the Minister.

Section 291

Section 340

An insurance company or association may stop being regulated by this Title only if the Authority’s authorization revocation is full and final, and only if it has not been continued under the laws of another jurisdiction.

Section 340

Section 384

Representatives authorized by the promoting mutual companies under section 380 must be called to the federation’s organization meeting.

Section 384

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Source record from www.legisquebec.gouv.qc.ca · Enacted 2018 · Source version 10 Jun 2026

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Provisions 201–400

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Showing 200 of 577 provisions

Provision 191Amendment 5Substitution 3Offence

§ 197Section 197Provision

Source excerpt

197. For the purposes of this Title, a regulated business corporation or any other authorized Québec insurer is said to be a “mutual-interest” regulated business corporation or authorized Québec insurer if it is governed by a private Act that constitutes a mutual legal person required, by that same Act, to be the holder of control of the corporation or insurer or the holder of any other interest in its capital. 2018, c. 23, s. 3.

Section 197Verify source

§ 198Section 198Provision

Source excerpt

The Business Corporations Act applies to insurance companies with necessary modifications, but several listed provisions are excluded, and unanimous shareholder agreement elements are deemed not written.

198. Subject to the other provisions of this Title that may limit or exclude its application in specific matters, the provisions of the Business Corporations Act (chapter S-31.1) apply, with the necessary modifications, to insurance companies, except sections 3 to 6, 8 to 10 and 126, Division III of Chapter VII, section 239 and Chapters X, XIV, XVI and XVII. For the purpose of applying the provisions of that Act to insurance companies, the elements relating to a unanimous shareholder agreement are deemed not written. 2018, c. 23, s. 3.

Section 198Verify source

§ 199Section 199Provision

Source excerpt

Certain Business Corporations Act provisions do not apply to mutual companies, and one extra exemption applies when the mutual company is in a federation that provides auditor services.

199. In addition to the provisions specified in section 198, the following provisions of the Business Corporations Act (chapter S-31.1) do not apply to mutual companies: sections 11 and 40 to 42, Chapter V, sections 106 and 111, the third paragraph of section 113, paragraphs 12 to 15 of section 118, sections 155, 156, 176 to 179 and 182, subdivisions 4 and 6 of Division I of Chapter VII, Division IV of Chapter VII, the second paragraph of section 224, the third paragraph of section 308, sections 309 to 311, subdivisions 3, 4 and 5 of Division I of Chapter XIII, sections 324 and 341 to 346, subdivision 6 of Division II of Chapter XIII, Division III of Chapter XIII and Chapter XV. In addition, Division II of Chapter VIII of that Act does not apply to a mutual company if it is a member of a federation that provides it with the services of an auditor. 2018, c. 23, s. 3.

Section 199Verify source

§ 200Section 200Substitution

Source excerpt

This section changes how the Business Corporations Act applies to mutual companies.

200. For the purpose of applying the provisions of the Business Corporations Act (chapter S-31.1) to mutual companies, the following modifications must be made: (1) the Authority is substituted for the enterprise registrar, except as regards maintaining an enterprise register; the Authority must send the enterprise registrar the documents relating to a corporation that must be filed with the enterprise register under the Business Corporations Act and this Act; (2) “mutual member” must be substituted for “shareholder”, except in the first paragraph of section 224, where “mutual members and shareholders” must be substituted for “shareholders”; (3) “part” in the French text must be substituted for “action” and “interest” must be substituted for “dividend”; and (4) a reference to articles of constitution is a reference to articles of constitution under this Act. 2018, c. 23, s. 3.

Section 200Verify source

§ 201Section 201Provision

Source excerpt

Some business corporations, associations, and mutual companies become regulated by this Title only if the Minister decides so, after an application is filed with the Authority and a notice of intention is published.

201. Business corporations constituted, continued or amalgamated under the Business Corporations Act (chapter S-31.1) and associations constituted by written contract under the provisions of the Civil Code concerning contracts of association become regulated by this Title as a result of a decision to that effect by the Minister, following the filing of an application for that purpose with the Authority and the publication of a notice of intention to apply to become regulated by this Title. The same is true for the constitution of a mutual company. 2018, c. 23, s. 3; 2024, c. 15, s. 32.

Section 201Verify source

§ 202Section 202Provision

Source excerpt

A business corporation may apply to become regulated by this Title only if its shareholders authorize it.

202. A business corporation may apply to become regulated by this Title only if it is authorized to do so by its shareholders. 2018, c. 23, s. 3.

Section 202Verify source

§ 203Section 203Provision

Source excerpt

Shareholders authorize actions by special resolution.

203. Shareholder authorization is given by special resolution. By that resolution, the shareholders also authorize a director or an officer of the business corporation to see to the preparation of the documents necessary for it to become regulated by this Title and of those necessary for its change of name, and to sign those documents. 2018, c. 23, s. 3.

Section 203Verify source

§ 204Section 204Provision

Source excerpt

A special resolution can give shareholders the right to require the corporation to repurchase their shares.

204. The adoption of the special resolution authorizing a business corporation to apply to become regulated by this Title and change its name confers on shareholders the right to demand the repurchase of their shares. That right is exercised in accordance with Chapter XIV of the Business Corporations Act (chapter S-31.1) as if it were provided for in section 372 of that Act. The adoption of such a resolution confers on shareholders who do not own shares with voting rights the right to demand, in the same manner, that the corporation repurchase all their shares. 2018, c. 23, s. 3.

Section 204Verify source

§ 205Section 205Provision

Source excerpt

The Minister’s decision about making a mutual company subject to this Title and the company’s constitution must be treated as one inseparable act.

205. The constitution of a mutual company and its becoming regulated by this Title are the outcome of a same decision by the Minister and cannot be dissociated. A decision by the Minister to make a mutual company subject to regulation by this Title entails the order to constitute the company. Conversely, an order by the Minister to constitute a mutual company entails the company’s being subject to regulation by this Title. The same applies to the Minister’s refusal to make a mutual company subject to regulation by this Title or to order the constitution of a mutual company. 2018, c. 23, s. 3.

Section 205Verify source

§ 206Section 206Provision

Source excerpt

Promoters may file an application to constitute a mutual company if at least 200 persons have undertaken to buy or enroll in the required insurance, and the promoters are qualified to serve as directors.

206. An application for the constitution of a mutual company may be filed on the initiative of one or more promoters, if at least 200 persons have undertaken to enter, within the year after the Authority’s authorization is obtained, into an insurance contract or to enroll in a group insurance contract underwritten by the company. The promoters must be qualified to serve as directors of the mutual company. The Act respecting the distribution of financial products and services (chapter D-9.2) does not apply to the obtaining of an undertaking referred to in the first paragraph. 2018, c. 23, s. 3.

Section 206Verify source

§ 207Section 207Provision

Source excerpt

The promoters must appoint a provisional secretary, prepare and sign the documents needed to constitute the mutual company, and ensure an organization meeting is called within 60 days after constitution. If the company will join a federation, they must also obtain a resolution confirming the federation’s undertaking to admit it.

207. The promoters must designate a provisional secretary, see to the preparation of the documents necessary for the constitution of the mutual company, in particular the articles of constitution, and sign the documents. They must also see that an organization meeting is called within 60 days after the date on which the mutual company is constituted. If the proposed mutual company will be a member of a federation, the promoters must obtain a resolution attesting the federation’s undertaking to admit the company as a member. 2018, c. 23, s. 3.

Section 207Verify source

§ 208Section 208Provision

Source excerpt

A mutual company’s articles of constitution must state its name.

208. The articles of constitution of a mutual company must state its name. They may set out any provision permitted by this Act to be set out in the by-laws of a mutual company. In case of conflict, the articles of constitution prevail over the by-laws. 2018, c. 23, s. 3.

Section 208Verify source

§ 208.1Section 208.1Provision

Source excerpt

An insurance association may apply to be regulated under this Title only if its constituting contract was made by at least five parties for the sole purpose of carrying on insurer activities and includes the measures required by section 188.

208.1. An insurance association may apply to become regulated by this Title only if the contract by which it is constituted was entered into by at least five parties for the sole purpose of carrying on insurer activities and if the contract contains the measures provided for in section 188. The five parties must be qualified to serve as directors of the association, unless the directors have already been designated. 2024, c. 15, s. 33.

Section 208.1Verify source

§ 209Section 209Provision

Source excerpt

A notice of intention to apply to become regulated by this Title must state specified information and must accompany the application filed with the Authority.

209. A notice of intention to apply to become regulated by this Title must state (1) the proposed name of the insurance company or association and, in the case of a business corporation, its name at the time the notice is sent, if different; (2) in the case of a corporation or company, its juridical form, namely, whether it is a business corporation or a mutual company; (3) in the case of a mutual company, the name and address of its promoters; (4) the classes of activities for which the corporation, company or association is applying for the Authority’s authorization; and (5) the location of the insurance company’s proposed head office or of the insurance association’s principal establishment and, in the case of a business corporation, the location of its head office at the time the notice is sent, if different. The notice of intention must accompany the application to become regulated by this Title filed with the Authority. 2018, c. 23, s. 3; 2024, c. 15, s. 34.

Section 209Verify source

§ 210Section 210Provision

Source excerpt

An application to become regulated by this Title must include the Minister’s prescribed information, plus the information stated in the notice of intention.

210. An application to become regulated by this Title must include the information prescribed by regulation of the Minister in addition to the information stated in the notice of intention. It may also include the date and, if applicable, the time as of which the applicant wishes to become regulated by this Title, if later than the date and time of the Minister’s decision. 2018, c. 23, s. 3.

Section 210Verify source

§ 211Section 211Provision

Source excerpt

A business corporation applying to become regulated under this Title must state the name and address of each holder of a significant interest in the corporation.

211. An application to become regulated by this Title filed by a business corporation must, in addition, state the name and address of each holder of a significant interest in the corporation. 2018, c. 23, s. 3.

Section 211Verify source

§ 212Section 212Provision

Source excerpt

A mutual company’s application to become regulated under this Title must include specified names, addresses, and organizational details.

212. An application to become regulated by this Title filed by a mutual company must, in addition, include (1) the names and addresses of the persons who have undertaken to enter into or enroll in an insurance contract to be underwritten by the mutual company and the names and addresses of the promoters; (2) the name and address of the person designated, if applicable, as provisional secretary of the mutual company; and (3) a description of the manner in which the organization meeting will be called and the time limit for doing so. 2018, c. 23, s. 3.

Section 212Verify source

§ 212.1Section 212.1Provision

Source excerpt

An association filing an application to become regulated by this Title must include specified information about a designated director/member, its members and intended pool payments, and any other information prescribed by the Minister.

212.1. An application to become regulated by this Title filed by an association must, in addition, include (1) the name and address of the director or member of the association charged with seeing to the preparation and signing of the documents necessary for it to become regulated by this Title; (2) the list of the association’s members and the sums that each intends to pay into the pool; and (3) any other information prescribed by regulation of the Minister. 2024, c. 15, s. 36.

Section 212.1Verify source

§ 213Section 213Provision

Source excerpt

With the application, the listed documents and fees must also be filed.

213. In addition to the notice of intention, the following must be filed with the application: (1) the articles of the business corporation, the contract by which the association is constituted or the articles of constitution of the mutual company; (2) in the case of an insurance company, a description of the projected capital structure and, for a three-year period, a business plan and financial forecasts; (2.1) in the case of an insurance association, business planning and financial forecasts for a three-year period; (3) in the case of a mutual company that intends to become a member of a federation, a certified copy of the resolution of the federation attesting that it has undertaken to admit the company as a member; (4) in the case of a business corporation, a certified copy of the special resolution authorizing it to file an application to become regulated by this Title; (5) the other documents prescribed by regulation of the Minister; and (6) the fees prescribed by government regulation. 2018, c. 23, s. 3; 2024, c. 15, s. 37.

Section 213Verify source

§ 214Section 214Provision

Source excerpt

An application to become regulated by this Title must be filed with the Authority, together with the required documents and fees.

214. An application to become regulated by this Title must be filed with the Authority together with the required documents and fees. 2018, c. 23, s. 3.

Section 214Verify source

§ 215Section 215Provision

Source excerpt

When the Authority receives an application to become regulated by this Title, together with the required documents and fees, it publishes a notice of intention in its bulletin.

215. On receipt of the application to become regulated by this Title and the required documents and fees, the Authority publishes the notice of intention in its bulletin. 2018, c. 23, s. 3.

Section 215Verify source

§ 216Section 216Provision

Source excerpt

The Authority must prepare a report explaining the reasons for granting or denying an application to become regulated under this Title.

216. The Authority must prepare a report on the reasons for granting or denying the application to become regulated by this Title in which it assesses consumer interest and the impact of the decision on the insurance market in Québec. In the case of a business corporation or a mutual company, the report must cover such matters as (1) the nature and scope of the financial means gathered for the ongoing financial support of the insurance company; (2) if applicable, the grounds for disqualification for office as director of an insurance company that exist (a) if the applicant is a business corporation, with respect to a director of, or a holder of a significant interest in, the business corporation, and (b) if the applicant is a mutual company, with respect to a promoter of the mutual company; (3) the quality and feasibility of the business plan and the financial forecasts for the carrying on and development of the insurance company’s activities; and (4) the compliance of the insurance company’s proposed name with this Act. In the case of a business corporation, the report must also assess the competency and experience of its directors and officers. In the case of an association, the report must cover such matters as: (1) if applicable, the grounds for disqualification of its directors; (2) the compliance of the insurance association’s proposed name with this Act; (3) the sufficiency of the sums pooled by its members; and (4) the quality and feasibility of the planning and the financial forecasts for the carrying on and development of the insurance association’s activities. 2018, c. 23, s. 3; 2024, c. 15, s. 38.

Section 216Verify source

§ 217Section 217Provision

Source excerpt

If the proposed name complies with the Act, the Authority must send its report to the Minister with the application and supporting documents.

217. To the extent that the insurance company’s or insurance association’s proposed name is compliant with the requirements of this Act, the Authority sends its report to the Minister together with the application to become regulated by this Title and the accompanying documents. 2018, c. 23, s. 3; 2024, c. 15, s. 39.

Section 217Verify source

§ 218Section 218Provision

Source excerpt

The Minister may, if the Minister considers it advisable, make a business corporation, mutual company, or association subject to regulation by this Title.

218. The Minister may, if the Minister considers it advisable, make a business corporation, mutual company or association subject to regulation by this Title. 2018, c. 23, s. 3; 2024, c. 15, s. 40.

Section 218Verify source

§ 219Section 219Provision

Source excerpt

When the Minister makes a business corporation, mutual company, or association subject to this Title, the Minister must send a document to the entity and the Authority.

219. When the Minister makes a business corporation, mutual company or association subject to regulation by this Title, the Minister sends a document attesting that decision to the corporation, company or association and to the Authority. The document must include the date and time of the Minister’s decision and, if different, the date and time specified in the application for becoming regulated by this Title. 2018, c. 23, s. 3; 2024, c. 15, s. 41.

Section 219Verify source

§ 220Section 220Provision

Source excerpt

When the Authority receives a document attesting that a mutual company is regulated by this Title, it must process the articles, issue the certificate of constitution, send copies to the enterprise registrar, and enter the regulation date and time on the certificate if applicable.

220. On receipt of a document attesting that a mutual company is regulated by this Title, the Authority processes the articles of constitution, issues the certificate of constitution in accordance with Chapter XVIII of the Business Corporations Act (chapter S-31.1) then sends a copy of the certificate and the articles to the enterprise registrar, who deposits them in the enterprise register. The Authority enters on the certificate the date and, if applicable, time shown on the document as of which the mutual company is regulated by this Title. 2018, c. 23, s. 3.

Section 220Verify source

§ 221Section 221Provision

Source excerpt

A mutual company is constituted on the effective date and, if applicable, the time shown on its certificate of constitution. It is a legal person from that time.

221. A mutual company is constituted as of the effective date and, if applicable, time shown on the certificate of constitution issued by the Authority. It is a legal person as of that time. 2018, c. 23, s. 3.

Section 221Verify source

§ 222Section 222Provision

Source excerpt

“Organization” means the actions that must be taken when an insurance company or association becomes regulated by this Title, to obtain the Authority’s authorization; it can also mean the period when those actions must be taken.

222. “Organization”, in relation to an insurance company or association, means the actions that must be taken, as of the time the company or association becomes regulated by this Title, in order to obtain the Authority’s authorization. According to the context, “organization” also means the period after the insurance company or association becomes regulated by this Title during which those actions must be taken. 2018, c. 23, s. 3; 2024, c. 15, s. 43.

Section 222Verify source

§ 223Section 223Provision

Source excerpt

Money paid for shares of a regulated business corporation, or sums pooled by members of a regulated association during organization, must be deposited with a bank or authorized deposit institution.

223. The consideration paid in money for which shares of a regulated business corporation are issued or the sums pooled by the members of a regulated association during the organization of that corporation or association must be deposited with a bank or with a deposit institution authorized under the Deposit Institutions and Deposit Protection Act (chapter I-13.2.2). 2018, c. 23, s. 3; 2024, c. 15, s. 45.

Section 223Verify source

§ 224Section 224Provision

Source excerpt

224. The provisional secretary of a mutual company must call an organization meeting in the manner described in the application to become regulated by this Title and within the specified time limit. The Minister may extend that time limit

Section 224Verify source

§ 225Section 225Provision

Source excerpt

People who have undertaken to enter into an insurance contract or enroll in a group insurance contract underwritten by the mutual company must be called to the organization meeting.

225. The persons who, on the date the organization meeting is called, have undertaken to enter into an insurance contract or enroll in a group insurance contract underwritten by the mutual company must be called to the meeting. 2018, c. 23, s. 3.

Section 225Verify source

§ 226Section 226Provision

Source excerpt

If the provisional secretary cannot act, the meeting may be called by a promoter or two other eligible persons, and the mutual company must reimburse reasonable expenses for calling and holding the meeting.

226. If the provisional secretary is absent or unable to act, the organization meeting may be called by a promoter or by two other persons among those who must be called to the meeting. The mutual company must reimburse the expenses reasonably incurred to call and hold the meeting. 2018, c. 23, s. 3.

Section 226Verify source

§ 227Section 227Provision

Source excerpt

People attending the organization meeting must adopt by-laws and elect the directors.

227. The persons attending the organization meeting must adopt by-laws and elect the directors. They may take any other measure relating to the affairs of the mutual company. 2018, c. 23, s. 3.

Section 227Verify source

§ 228Section 228Provision

Source excerpt

Directors elected at the organization meeting must hold a later organization meeting and, at that meeting, issue certain subscribed and paid shares and take other organizing measures not reserved to the mutual members’ meeting.

228. The directors elected at the organization meeting must hold a subsequent organization meeting during which they must, in particular, (1) issue the shares of the share capital of the mutual company that, if applicable, were subscribed and paid; and (2) take any other measure toward organizing the company that is not reserved to the mutual members’ meeting. 2018, c. 23, s. 3.

Section 228Verify source

§ 229Section 229Provision

Source excerpt

The organization of an insurance company or association ends when the Authority grants or refuses authorization, or after one year if authorization has not been obtained without a refusal. The Minister may extend the organization for up to one year on application.

229. The organization of an insurance company or association concludes when the Authority grants or refuses to grant its authorization or when such authorization has not been obtained on the expiry of a one-year period after the company or association became regulated by this Title without there having been a refusal to grant it. The Minister may, on the company’s or association’s application, extend its organization for a period not exceeding one year. 2018, c. 23, s. 3; 2024, c. 15, s. 47.

Section 229Verify source

§ 230Section 230Provision

Source excerpt

A business corporation whose organization ends without the Authority’s authorization must repurchase the shares it issued for cash consideration, unless the shareholder refuses.

230. A business corporation whose organization ends without its having obtained the Authority’s authorization must repurchase the shares it issued for consideration paid in money, unless the shareholder who holds them refuses. The repurchase price of a share corresponds to that consideration, less, if applicable, an aliquot share corresponding to the proportion that the sums incurred for the corporation to become regulated by this Title and for its organization are of the total number of shares in circulation at the time the organization ended. A corporation that is unable to pay the full repurchase price because there are reasonable grounds for believing that it is, or would after the payment be, unable to pay its liabilities as they become due is only required to pay the maximum amount it may legally pay. In that case, the shareholders remain creditors of the corporation for the unpaid balance of the repurchase price and are entitled to be paid as soon as the corporation is legally able to do so or, in the event of liquidation, are entitled to be collocated after the other creditors but by preference over the other shareholders. 2018, c. 23, s. 3.

Section 230Verify source

§ 230.1Section 230.1Provision

Source excerpt

If an association’s contract ends without Authority authorization, it must subtract its debts from its property and distribute certain uncommitted pooled sums among its members.

230.1. An association whose contract ends without its having obtained the Authority’s authorization must subtract from its property its debts and, in accordance with article 2279 of the Civil Code, share among its members the sums pooled that were not committed for the association to become regulated by this Title and for the association’s organization. 2024, c. 15, s. 48.

Section 230.1Verify source

§ 231Section 231Provision

Source excerpt

A business corporation stops being regulated by this Title, except for the third paragraph of section 230, after it has repurchased all shares not refused by a shareholder. An association stops being regulated by this Title after it has remitted the pooled sums to each member.

231. A business corporation ceases to be regulated by this Title, except the third paragraph of section 230, once it has repurchased all the shares for which a shareholder has not refused the repurchase. An association ceases to be regulated by this Title once it has remitted to each of its members the sums they had pooled. 2018, c. 23, s. 3; 2024, c. 15, s. 49.

Section 231Verify source

§ 232Section 232Provision

Source excerpt

A mutual company whose organization ends without the Authority’s authorization must liquidate and dissolve.

232. A mutual company whose organization ends without its having obtained the Authority’s authorization must liquidate and dissolve. 2018, c. 23, s. 3.

Section 232Verify source

§ 233Section 233Provision

Source excerpt

This section gives the Authority the enterprise registrar’s functions and powers for applying the corporate-name rules to insurance companies, and it limits how certain Business Corporations Act sections apply to insurance and mutual companies.

233. For the purpose of applying Division I of Chapter IV of the Business Corporations Act (chapter S-31.1), which pertains to a corporation’s name, to an insurance company, the Authority exercises the functions and powers conferred on the enterprise registrar. Section 23 of that Act, and the provisions of section 27 of the same Act allowing the enterprise registrar to replace a name by a designating number, do not apply to insurance companies. In addition, section 20 of that Act does not apply to a mutual company and section 21 of the same Act applies to a mutual company that is a member of a federation only to the extent and on the conditions provided in the federation’s by-laws. 2018, c. 23, s. 3.

Section 233Verify source

§ 234Section 234Provision

Source excerpt

The expressions “mutual company” and “reciprocal union” are reserved for mutual companies and reciprocal unions, respectively.

234. The expressions “mutual company” and “reciprocal union” are reserved for mutual companies and reciprocal unions, respectively. 2018, c. 23, s. 3; 2024, c. 15, s. 50.

Section 234Verify source

§ 235Section 235Provision

Source excerpt

A change of name for an insurance company does not affect its rights or obligations.

235. A change of name of an insurance company does not affect its rights and obligations and any proceedings to which it is a party may be continued under its new name without continuance of suit. 2018, c. 23, s. 3.

Section 235Verify source

§ 236Section 236Provision

Source excerpt

236. This chapter applies despite the Act respecting the legal publicity of enterprises (chapter P-44.1). 2018, c. 23, s. 3.

Section 236Verify source

§ 237Section 237Provision

Source excerpt

An authorized life insurance company may establish segregated funds by board resolution to comply with section 76.

237. An insurance company authorized to carry on life insurance activities may, by resolution of its board of directors, establish segregated funds to comply with section 76. Such funds are each a division of the insurance company’s patrimony. Each of them is to be used to meet the liabilities for which the corporation is required to hold the property constituting them, before any of the corporation’s other liabilities. 2018, c. 23, s. 3.

Section 237Verify source

§ 238Section 238Provision

Source excerpt

The Authority may require an insurance company to set up a controlled legal person to carry on a non-insurer activity.

238. The Authority may require an insurance company to establish a legal person of which the company will be the holder of control in order to carry on an activity other than insurer activities, (1) if it constitutes the operation of an enterprise, regardless of the insurance company’s other activities; and (2) if, in the Authority’s opinion, it renders the application of this Act difficult or ineffective. For the purposes of the first paragraph, an activity is deemed not to constitute the operation of an enterprise if it generates less than 2% of an insurance company’s gross income. 2018, c. 23, s. 3.

Section 238Verify source

§ 239Section 239Provision

Source excerpt

Mutual companies may not establish a federation except under this Act.

239. Mutual companies may not establish a federation otherwise than under this Act. 2018, c. 23, s. 3.

Section 239Verify source

§ 240Section 240Provision

Source excerpt

A mutual company may hold control of certain business corporations only if they are regulated by this Title, and the Minister may authorize an exception for a set period if the mutual company commits to continue the corporation as an insurance company.

240. A mutual company may be the holder of control of a business corporation authorized to carry on activities in the same class only if the business corporation is regulated by this Title. The Minister may however authorize, for a period the Minister determines, a mutual company to become the holder of control of a business corporation constituted under the laws of a jurisdiction other than Québec, provided the mutual company undertakes to continue that business corporation as an insurance company before the end of that period. 2018, c. 23, s. 3.

Section 240Verify source

§ 241Section 241Provision

Source excerpt

A mutual company that is a member of a federation must not carry on financial institution activities other than those of an insurer unless the federation authorizes it.

241. No mutual company that is a member of a federation may, without the federation’s authorization, carry on financial institution activities other than those of an insurer. 2018, c. 23, s. 3.

Section 241Verify source

§ 242Section 242Provision

Source excerpt

242. Except in the case of a short-term loan to meet liquidity requirements, no insurance company may borrow by issuing debt obligations unless the loan is unsecured. In addition, the total unsecured loans for which debt obligations were issued by an insurance company may not exceed the limits determined by regulation of the Authority. The regulation may prescribe the terms of the debt obligations. Each issue of debt obligations must be the subject of a resolution by the board of directors which must set the terms of the issue. The Authority may, by regulation, determine the terms required to be set by that resolution. However, a mutual company that is a member of a federation may only issue such debt obligations if it is authorized to do so by the federation. 2018, c. 23, s. 3.

Section 242Verify source

§ 243Section 243Provision

Source excerpt

An insurance company generally may not give a hypothec or other security over its movable property without the Authority’s authorization.

243. No insurance company may, without the Authority’s authorization, grant a hypothec or other security on its movable property, except (1) to secure a short-term loan contracted to meet liquidity requirements; (2) to obtain an advance under section 40.5 of the Deposit Institutions and Deposit Protection Act (chapter I-13.2.2), or if it receives deposits outside Québec, to obtain an advance from a federal or provincial body that guarantees or insures deposits; or (3) to become a member of a securities clearing house recognized by the Authority as a self-regulatory organization or of any association the object of which is to organize a clearing and settlement system for payment instruments or securities transactions, and to provide the necessary guarantees. The Authority may, in granting its authorization, require any undertaking it considers necessary to ensure compliance with this Act. 2018, c. 23, s. 3.

Section 243Verify source

§ 244Section 244Provision

Source excerpt

Shares of a regulated business corporation are issued only when fully paid.

244. Despite section 53 of the Business Corporations Act (chapter S-31.1), the shares of a regulated business corporation are issued only when they are fully paid. 2018, c. 23, s. 3.

Section 244Verify source

§ 245Section 245Provision

Source excerpt

A regulated business corporation must not make a payment to buy back or redeem shares if there are reasonable grounds to believe it could not keep enough assets and capital to cover liabilities and remain sustainable.

245. A regulated business corporation may not make a payment to purchase or redeem shares if, in addition to the grounds referred to in section 95 of the Business Corporations Act (chapter S-31.1), there are reasonable grounds for believing that the corporation is, or would after the payment be, unable to maintain, in accordance with section 74, adequate assets to meet its liabilities, as and when they become due, and adequate capital to ensure its sustainability. The reference to section 95 of the Business Corporations Act in sections 97 and 98 of that Act is replaced by a reference to the first paragraph when those sections apply to a regulated business corporation. 2018, c. 23, s. 3.

Section 245Verify source

§ 246Section 246Provision

Source excerpt

A regulated business corporation must not reduce its issued share capital if there are reasonable grounds to believe it would be unable to maintain adequate assets and capital to meet liabilities and remain sustainable.

246. A regulated business corporation may not reduce the amount of its issued share capital if, in addition to the grounds referred to in section 101 of the Business Corporations Act (chapter S-31.1), there are reasonable grounds for believing that the corporation is, or would after the reduction be, unable to maintain, in accordance with section 74, adequate assets to meet its liabilities, as and when they become due, and adequate capital to ensure its sustainability. 2018, c. 23, s. 3.

Section 246Verify source

§ 247Section 247Provision

Source excerpt

A regulated business corporation must not declare or pay a dividend, except by issuing shares, options, or rights to acquire shares, if there are reasonable grounds to think it could not maintain adequate assets to pay its liabilities and adequate capital for sustainability.

247. A regulated business corporation may not declare or pay a dividend, except by issuing shares or options or rights to acquire shares, if, in addition to the grounds referred to in section 104 of the Business Corporations Act (chapter S-31.1), there are reasonable grounds for believing that the corporation is, or would after the payment be, unable to maintain, in accordance with section 74, adequate assets to meet its liabilities, as and when they become due, and adequate capital to ensure its sustainability. 2018, c. 23, s. 3.

Section 247Verify source

§ 248Section 248Provision

Source excerpt

A person who plans to acquire a significant interest in a regulated business corporation’s decisions must give the Authority a notice of intention at least 30 days before becoming the holder. The same notice rule also applies to a person who already holds such an interest, does not control the corporation, and plans to become the holder of control.

248. Anyone who intends to become the holder of a significant interest in a regulated business corporation’s decisions must send a notice of intention to the Authority not later than the 30th day before the day on which the person will become the holder of that interest. The same is true for whoever is already the holder of such an interest but not the holder of control of the corporation and intends to become the holder of control. 2018, c. 23, s. 3.

Section 248Verify source

§ 249Section 249Provision

Source excerpt

A notice of intention under section 248 must include specified identifying details and a description of relevant insurance-company shares.

249. A notice of intention under section 248 must include (1) the name and address of the person or group that intends to become the holder of the interest referred to in that section and, in the case of a natural person, his or her résumé, or, in the case of a group, its juridical form and, if applicable, the identity of the holder of control of the group; and (2) a description of the shares issued by an insurance company the voting rights attached to which would make the person or group the holder of the interest referred to in section 248. 2018, c. 23, s. 3.

Section 249Verify source

§ 250Section 250Provision

Source excerpt

When the Authority receives a notice of intention, it must prepare a report on the transaction’s effects and send it to the Minister.

250. On receipt of the notice of intention, the Authority must prepare a report on the effect of the transaction on the regulated business corporation and on its development as well as on the insurance industry in Québec. The Authority must send the report to the Minister. 2018, c. 23, s. 3.

Section 250Verify source

§ 251Section 251Provision

Source excerpt

The Minister may approve an acquisition of control or another significant interest under section 248 if the Minister considers it advisable.

251. The Minister may, if the Minister considers it advisable, approve the acquisition of control or the acquisition of another significant interest referred to in section 248. 2018, c. 23, s. 3.

Section 251Verify source

§ 252Section 252Provision

Source excerpt

The Authority may order that voting rights attached to certain shares be exercised by an administrator it appoints if the holder has not obtained the Minister’s approval.

252. The Authority may order that the voting rights conferred by the shares issued by a regulated business corporation on the holder of an interest referred to in section 248 be exercised by an administrator of the property of others appointed by the Authority if the holder of that interest has not obtained the Minister’s approval. 2018, c. 23, s. 3.

Section 252Verify source

§ 253Section 253Provision

Source excerpt

253. Instead of revoking or suspending the authorization granted to a regulated business corporation under subparagraph c of subparagraph 1 of the first paragraph of section 164, or attaching a condition or restriction to the authorization under section 165, the Authority may order that the voting rights conferred by the shares issued by the corporation on the holder of control of the corporation or the holder of a significant interest in the decisions of the corporation be exercised by an administrator of the property of others appointed by the Authority. The order may not be effective for more than five years from the day it was made. 2018, c. 23, s. 3.

Section 253Verify source

§ 254Section 254Provision

Source excerpt

An order made under section 252 or 253 may be contested before the Financial Markets Administrative Tribunal within 30 days after notification.

254. An order under section 252 or 253 may, within 30 days of its notification, be contested before the Financial Markets Administrative Tribunal. The Tribunal may only confirm or quash a contested order. 2018, c. 23, s. 3.

Section 254Verify source

§ 255Section 255Provision

Source excerpt

A regulated business corporation meeting the stated conditions may declare and pay part of its profits to its members, other than shareholders, for a particular year.

255. A regulated business corporation of which a mutual company is the holder of control and which is authorized to carry on activities in the same class as the latter may declare and pay, for a particular year, a portion of its profits to its members, other than shareholders. 2018, c. 23, s. 3.

Section 255Verify source

§ 256Section 256Provision

Source excerpt

A mutual company’s share capital is unlimited, and it may have one or more classes of shares.

256. A mutual company’s share capital is unlimited. It may consist of one or more classes of shares. 2018, c. 23, s. 3.

Section 256Verify source

§ 257Section 257Provision

Source excerpt

A share may be issued only if the required contribution is fully paid, unless the issue is made under an amalgamation agreement.

257. A share may be issued only if the contribution required for its issue is fully paid, unless it is issued in accordance with an amalgamation agreement. The contribution must be paid in money. 2018, c. 23, s. 3.

Section 257Verify source

§ 258Section 258Provision

Source excerpt

Shares must be in registered form, and shares cannot give the holder the right to be called to, attend, or vote at a meeting, or to be eligible for office in the mutual company.

258. Shares must be in registered form. No share may entitle its holder to be called to, to attend or to vote at a meeting, or to be eligible for any office in the mutual company. 2018, c. 23, s. 3.

Section 258Verify source

§ 259Section 259Provision

Source excerpt

Shares entitle their holder to reimbursement of the contribution paid for issue when the company is liquidated or dissolved, if the liquidator has dealt with the mutual company’s other obligations.

259. Shares entitle their holder, in the event of liquidation or dissolution, to the reimbursement of the contribution paid for their issue, if the liquidator has performed the mutual company’s other obligations, obtained forgiveness of those obligations or otherwise made provision for them. Unless otherwise provided in the by-laws, (1) shares are not redeemable; or (2) if shares are redeemable, the redemption price of a share is the amount of the contribution paid for its issue and the interest declared but not yet paid. 2018, c. 23, s. 3.

Section 259Verify source

§ 260Section 260Provision

Source excerpt

Holders of shares of the same class have equal rights in all respects.

260. The rights of holders of shares of the same class are equal in all respects. 2018, c. 23, s. 3.

Section 260Verify source

§ 261Section 261Provision

Source excerpt

A mutual company must attest the existence of shares by entering that information in its securities register.

261. A mutual company attests the existence of shares by making an entry in its securities register. 2018, c. 23, s. 3.

Section 261Verify source

§ 262Section 262Provision

Source excerpt

Shares may be transferred only under the mutual company’s by-laws, and they may pass to heirs or legatees unless the by-laws provide for redemption on the holder’s death.

262. Shares may be transferred only in accordance with the conditions and in the manner prescribed in the mutual company’s by-laws. They are however transmissible to their holder’s heirs or legatees by particular title, unless the by-laws provide for redemption on the holder’s death. 2018, c. 23, s. 3.

Section 262Verify source

§ 263Section 263Provision

Source excerpt

263. A mutual company must, in its by-laws, determine, for each class of shares prescribed in the by-laws, (1) the contribution required per share for its issue; (2) the maximum interest that may be paid on the shares; (3) the conditions on which and manner in which shares may be transferred; (4) the redemption terms, if applicable; (5) the order in which shares are repaid in the event of liquidation or dissolution; and (6) other rights, privileges and restrictions attached to the shares. The mutual company must send the Authority a copy of its by-laws. 2018, c. 23, s. 3.

Section 263Verify source

§ 264Section 264Provision

Source excerpt

A mutual company must not declare or pay interest when there are reasonable grounds to believe it would be unable to keep adequate assets and capital under section 74.

264. A mutual company may not declare or pay any interest if there are reasonable grounds for believing that the company is, or would after the payment be, unable to maintain, in accordance with section 74, adequate assets to meet its liabilities, as and when they become due, and adequate capital to ensure its sustainability. 2018, c. 23, s. 3.

Section 264Verify source

§ 265Section 265Provision

Source excerpt

265. Except for shares redeemed on their holder’s death or when the holder otherwise ceases to be a member of a mutual company, the company may not redeem shares if there are reasonable grounds for believing that the company is, or would after the payment be, unable to maintain, in accordance with section 74, adequate assets to meet its liabilities, as and when they become due, and adequate capital to ensure its sustainability. A mutual company that redeems shares on their holder’s death or when the holder otherwise ceases to be a member of the mutual company may not pay the redemption price of the shares if the company would, after the payment, be unable to maintain such assets and such capital. The former holder of those shares becomes a creditor of the company and is entitled to be paid as soon as the company may legally do so or, in the event of liquidation, is entitled to be collocated after the other creditors but ahead of the shareholders. The company must provide an evidence of indebtedness to the former shareholder. 2018, c. 23, s. 3.

Section 265Verify source

§ 266Section 266Provision

Source excerpt

Most directors of an insurance company or association must reside in Québec.

266. A majority of an insurance company’s or association’s directors must be resident in Québec. Despite the first paragraph, one-third of an insurance company’s directors must be resident in Québec if more than 40% of the premiums are collected by the company outside Québec or, if the company does not collect that proportion of premiums and if it belongs to a financial group, if more than 40% of the premiums are collected by the group outside Québec, provided that the majority of the directors of the company reside in Canada. 2018, c. 23, s. 3; 2024, c. 15, s. 51; 2025, c. 16, s. 123.

Section 266Verify source

§ 267Section 267Provision

Source excerpt

An insurance company’s by-laws may prescribe the fixed number of directors, or the minimum and maximum number of directors, despite contrary provisions. Any decision on the number of directors must be made by special resolution.

267. The fixed number of directors or the minimum and maximum number of directors of an insurance company constituted under a private Act of Québec may, despite any provision to the contrary, be prescribed by the insurer’s by-laws. A decision concerning the number of directors must be made by special resolution. 2018, c. 23, s. 3; 2024, c. 15, s. 52.

Section 267Verify source

§ 268Section 268Provision

Source excerpt

268. The board of directors of a regulated business corporation of which a mutual company is the holder of control and which is authorized to carry on activities in the same class as the latter must include at least one director elected exclusively by its members, other than shareholders, present at the meeting during which the other directors are elected. The number of directors that must be elected by those members is determined by the business corporation’s by-laws. It may not exceed one-third of the board of directors. 2018, c. 23, s. 3.

Section 268Verify source

§ 269Section 269Offence

Source excerpt

A person convicted of an indictable or other fraud- or dishonesty-related offence cannot be a director of an insurance company or association unless pardoned.

269. In addition to persons disqualified for office as directors under the Civil Code, a person found guilty of an indictable or other offence involving fraud or dishonesty cannot be a director of an insurance company or association, unless the person has obtained a pardon. 2018, c. 23, s. 3; 2024, c. 15, s. 53.

Section 269Verify source

§ 270Section 270Provision

Source excerpt

The Authority may remove a director of an insurance company or association if the person is disqualified for office.

270. The Authority may remove a director holding office in an insurance company or association if the person is disqualified for office as such. 2018, c. 23, s. 3; 2024, c. 15, s. 54.

Section 270Verify source

§ 271Section 271Provision

Source excerpt

Before removing a director of an insurance company or association, the Authority must give the prescribed prior notice and allow at least 10 days for observations.

271. Before removing a director of an insurance company or association, the Authority notifies the prior notice prescribed by section 5 of the Act respecting administrative justice (chapter J-3) to the director and the company or association, as the case may be, in writing and grants them at least 10 days to submit observations. 2018, c. 23, s. 3; 2024, c. 15, s. 55.

Section 271Verify source

§ 272Section 272Provision

Source excerpt

A decision under section 270 may be contested before the Financial Markets Administrative Tribunal within 30 days after notification.

272. A decision under section 270 may, within 30 days of its notification, be contested before the Financial Markets Administrative Tribunal. The Tribunal may only confirm or quash a contested decision. 2018, c. 23, s. 3.

Section 272Verify source

§ 273Section 273Provision

Source excerpt

A person barred from exercising voting rights under an Authority order under sections 252 or 253 cannot be a director of a regulated business corporation.

273. In addition to persons who cannot be directors of an insurance company, a person who, by reason of an order issued by the Authority under section 252 or 253, cannot exercise the voting rights conferred on the person by shares issued by such a company cannot be a director of a regulated business corporation. 2018, c. 23, s. 3.

Section 273Verify source

§ 274Section 274Provision

Source excerpt

At least half of a mutual company’s board of directors must be mutual members.

274. At least half of the board of directors of a mutual company must consist of mutual members. 2018, c. 23, s. 3.

Section 274Verify source

§ 275Section 275Provision

Source excerpt

A mutual member’s eligibility and nomination of another person for director may depend on how long the member has held mutual member status, as set by the company’s by-laws, up to 90 days.

275. A mutual member’s eligibility and the nomination by a mutual member of another person as a candidate for office as director may be subject to the mutual member having had that status for the minimum period determined by the mutual company’s by-laws, which may not exceed 90 days. 2018, c. 23, s. 3.

Section 275Verify source

§ 276Section 276Provision

Source excerpt

Employees in the stated categories may not serve as directors of the company.

276. An employee of a mutual company that is a member of a federation may not be a director of that company, even if the employee is a mutual member. The same is true for an employee of a group affiliated with the company. 2018, c. 23, s. 3.

Section 276Verify source

§ 277Section 277Provision

Source excerpt

A board meeting of an insurance company or insurance association needs a quorum of at least the majority of directors in office.

277. Despite section 138 of the Business Corporations Act (chapter S-31.1), the quorum at a meeting of the board of directors of an insurance company may not be less than the majority of the directors in office. Similarly, the quorum at a meeting of the board of directors of an insurance association may not be less than that majority. 2018, c. 23, s. 3; 2024, c. 15, s. 56.

Section 277Verify source

§ 278Section 278Provision

Source excerpt

Boards of directors of insurance companies and insurance associations may not delegate certain actuary appointment, dismissal, or remuneration powers.

278. Other than the powers of a board of directors which, in accordance with section 118 of the Business Corporations Act (chapter S-31.1), may not be delegated, the board of directors of an insurance company may not delegate the power to appoint and dismiss the actuary charged with the functions provided for in Chapter VII of Title II, or the power to determine the actuary’s remuneration. Similarly, the board of directors of an insurance association may not delegate the power to appoint, the power to dismiss or the power to determine the remuneration of the actuary referred to in that chapter. 2018, c. 23, s. 3; 2024, c. 15, s. 57.

Section 278Verify source

§ 279Section 279Provision

Source excerpt

Section 278’s restriction applies to a mutual company only if its federation does not provide an actuary.

279. The restriction set out in section 278 is applicable to a mutual company only to the extent that the federation of which it is a member does not provide it with the services of an actuary. 2018, c. 23, s. 3.

Section 279Verify source

§ 280Section 280Provision

Source excerpt

For regulated business corporations, section 156 of the Business Corporations Act is applied with two specified reference substitutions.

280. For the purpose of applying section 156 of the Business Corporations Act (chapter S-31.1) to a regulated business corporation, the following modifications must be made: (1) the reference to section 95 of that Act in paragraph 3 of that section 156 is replaced by a reference to section 245 of this Act; and (2) the reference to section 104 of that Act in paragraph 4 of that section 156 is replaced by a reference to section 247 of this Act. 2018, c. 23, s. 3.

Section 280Verify source

§ 281Section 281Provision

Source excerpt

Directors of a mutual company who vote for or consent to certain resolutions must restore unrecovered amounts to the company.

281. Directors of a mutual company who vote for or consent to a resolution authorizing any of the following are solidarily liable to restore to the mutual company any amounts involved and not otherwise recovered by the company: (1) the payment of an unreasonable commission to a person in consideration of the person’s purchasing or agreeing to purchase shares or other securities of the mutual company from the company, or agreeing to procure purchasers for any such shares or securities; (2) the payment of interest contrary to section 264; (3) the redemption of a share contrary to the first paragraph of section 265 or the payment of a share contrary to the second paragraph of that section; or (4) the payment of an indemnity contrary to section 160 of the Business Corporations Act (chapter S-31.1). 2018, c. 23, s. 3.

Section 281Verify source

§ 282Section 282Provision

Source excerpt

For a mutual company, sections 157 and 158 of the Business Corporations Act are applied as if section 155 were omitted and section 156 were replaced by section 281 of this Act.

282. For the purpose of applying sections 157 and 158 of the Business Corporations Act (chapter S-31.1) to a mutual company, a reference to section 155 is deemed not written, and a reference to section 156 is replaced by a reference to section 281 of this Act. 2018, c. 23, s. 3.

Section 282Verify source

§ 283Section 283Provision

Source excerpt

This section defines who counts as a member of an insurance company or association, and treats certain persons as mutual members for a year in some cases.

283. The members of an insurance company or association are (1) in the case of a business corporation, (a) its shareholders, and (b) if the holder of control of the corporation is a mutual company and the corporation is authorized to carry on activities in the same class as the latter, the persons who, if the corporation were a mutual company, would be mutual members; and (2) in the case of a mutual company, the mutual members, that is, (a) each of the holders of an insurance contract underwritten by the company, except a subrogated holder, if any, and (b) if applicable, the client for a group insurance contract underwritten by the company and each of the participants; and (3) in the case of an association, the parties to the contract that constitutes the association. Until they become mutual members or terminate their undertaking, the persons referred to in section 206 who undertook to enter into an insurance contract underwritten by a mutual company or to enroll in such an insurance contract within the year after the Authority grants its authorization to that mutual company are deemed, for the year, to be mutual members. 2018, c. 23, s. 3; 2024, c. 15, s. 58.

Section 283Verify source

§ 284Section 284Provision

Source excerpt

Certain entities must keep member registers in their books, including names and addresses.

284. A mutual company must keep in its books a register of mutual members containing their names and addresses. A regulated business corporation of which a mutual company is the holder of control and which is authorized to carry on activities in the same class as the latter must keep in its books a register of its members, other than shareholders, containing the name and address of each member. An insurance association must keep in its books a register of its members containing their names and addresses. 2018, c. 23, s. 3; 2024, c. 15, s. 59.

Section 284Verify source

§ 285Section 285Provision

Source excerpt

Each mutual member is entitled to one vote at a meeting.

285. Each mutual member is entitled to one vote at a meeting. 2018, c. 23, s. 3.

Section 285Verify source

§ 286Section 286Provision

Source excerpt

Unless the company’s by-laws say otherwise, the mutual members present at a meeting make up a quorum.

286. Unless otherwise prescribed by the company’s by-laws, the mutual members present at a meeting constitute a quorum. If the quorum prescribed by by-law is not reached, the meeting may be called a second time. If the quorum is still not reached, the meeting may be validly held and must deal with the same matters as those stated in the first notice of meeting. 2018, c. 23, s. 3.

Section 286Verify source

§ 287Section 287Provision

Source excerpt

Mutual members may be represented at a meeting by a proxyholder if the Business Corporations Act and the mutual company’s by-laws allow it; a proxyholder may not represent more than one person.

287. Mutual members may be represented at a meeting by a proxyholder, in accordance with the Business Corporations Act (chapter S-31.1), to the extent that the mutual company’s by-laws allow it. The proxyholder may not represent more than one person. 2018, c. 23, s. 3.

Section 287Verify source

§ 288Section 288Provision

Source excerpt

To apply the Business Corporations Act to a mutual company, two modifications must be made: one rule is read without a specific 18-month phrase, and if the mutual company is in a federation, section 165 applies subject to its by-laws.

288. For the purpose of applying the Business Corporations Act (chapter S-31.1) to a mutual company, the following modifications must be made: (1) the first paragraph of section 163 of that Act is to be read without reference to “not later than 18 months after the corporation is constituted and, subsequently,”; (2) if a mutual company is a member of a federation, section 165 of that Act applies subject to the mutual company’s by-laws. 2018, c. 23, s. 3.

Section 288Verify source

§ 288.1Section 288.1Provision

Source excerpt

Unless the contract says otherwise, each member of the insurance association has one vote at a meeting.

288.1. Unless otherwise prescribed by the contract by which the insurance association is constituted, each member of the insurance association is entitled to one vote at a meeting. 2024, c. 15, s. 60.

Section 288.1Verify source

§ 288.2Section 288.2Provision

Source excerpt

By default, members present at a meeting make a quorum unless the constituting contract says otherwise.

288.2. Unless otherwise prescribed by the contract by which the insurance association is constituted, the members present at a meeting constitute a quorum. If the quorum prescribed by the contract is not reached, the meeting may be called a second time. If the quorum is still not reached, the meeting may be validly held and must deal with the same matters as those stated in the first notice of meeting. 2024, c. 15, s. 60.

Section 288.2Verify source

§ 288.3Section 288.3Provision

Source excerpt

Members of the insurance association may be represented at a meeting by mandataries if the constituting contract allows it, and a mandatary may not represent more than one member.

288.3. Members of the insurance association may be represented at a meeting by mandataries to the extent that the contract by which the insurance association is constituted allows it. A mandatary may not represent more than one member. 2024, c. 15, s. 60.

Section 288.3Verify source

§ 289Section 289Provision

Source excerpt

A member may call an auditor or actuary to a meeting.

289. A member may call an auditor or actuary to a meeting. In the case of an insurance company, section 166 of the Business Corporations Act (chapter S-31.1) applies to the calling of an actuary or an auditor to a meeting. If a mutual company is a member of a federation that provides the company with an actuary’s or auditor’s services, and one of the two is called to a meeting, the federation must assume the costs. 2018, c. 23, s. 3; 2024, c. 15, s. 61.

Section 289Verify source

§ 290Section 290Provision

Source excerpt

Certain members of a regulated business corporation have the same rights as shareholders concerning the corporation’s financial statements.

290. The members, other than shareholders, of a regulated business corporation of which a mutual company is the holder of control and which is authorized to carry on activities in the same class as the latter have the same rights as the shareholders in respect of financial statements of the business corporation. 2018, c. 23, s. 3.

Section 290Verify source

§ 291Section 291Amendment

Source excerpt

Certain changes to an insurance company’s articles need permission from the Authority or, in some cases, the Minister.

291. The amendment of the articles of an insurance company requires the Authority’s permission. The same is true for the consolidation and correction of the articles, the only exception being the correction of an obvious error. The amendment of the articles of an insurance company requires the Minister’s permission when it affects entrenched provisions, within the meaning of section 316, included in the articles following the continuance of an authorized insurer constituted under a private Act of Québec. The cancellation of articles also requires the Authority’s permission, except the cancellation of articles of amalgamation or continuance, which requires the Minister’s permission. 2018, c. 23, s. 3.

Section 291Verify source

§ 292Section 292Provision

Source excerpt

An insurance company must file an application for permission with the Authority to obtain the Authority’s or the Minister’s permission.

292. To obtain the Authority’s or the Minister’s permission, an insurance company must file an application for permission with the Authority. 2018, c. 23, s. 3.

Section 292Verify source

§ 293Section 293Provision

Source excerpt

The Minister or the Authority may determine, by regulation, what information an application for permission must include, depending on whose permission is being sought.

293. The information that an application for permission must include is determined by regulation of the Minister or of the Authority, depending on whose permission must be requested. 2018, c. 23, s. 3.

Section 293Verify source

§ 294Section 294Amendment

Source excerpt

294. The following must be filed with the application: (1) the proposed articles of amendment, if the application is for permission to amend or correct the insurance company’s articles; (2) the proposed consolidated articles, if the application is for permission to consolidate the company’s articles; (3) the other documents prescribed by regulation of the Minister or the Authority, as the case may be; and (4) the fees prescribed by government regulation. 2018, c. 23, s. 3.

Section 294Verify source

§ 295Section 295Provision

Source excerpt

When an application for permission, required documents, and fees are received, the Authority must either report to the Minister or grant the application, depending on whose permission is required.

295. On receipt of an application for permission and the required documents and fees, the Authority, (1) when the permission that must be requested is the Minister’s, prepares a report for the Minister on the reasons for granting or denying the application; or (2) when the permission that must be requested is its own, grants the application if it considers it advisable. 2018, c. 23, s. 3.

Section 295Verify source

§ 296Section 296Provision

Source excerpt

The Minister may grant an insurance company permission to cancel its articles of amalgamation or continuance, if the Minister considers it advisable.

296. The Minister may, if the Minister considers it advisable, grant an insurance company permission to cancel its articles of amalgamation or continuance. 2018, c. 23, s. 3.

Section 296Verify source

§ 297Section 297Provision

Source excerpt

The Authority may order an insurance company to consolidate its articles.

297. The Authority may order an insurance company to consolidate its articles. 2018, c. 23, s. 3.

Section 297Verify source

§ 298Section 298Provision

Source excerpt

298. When ruling on an application filed by a regulated business corporation, the Minister or the Authority must send the corporation a document justifying the decision. 2018, c. 23, s. 3.

Section 298Verify source

§ 299Section 299Amendment

Source excerpt

A regulated business corporation may send certain filings to the enterprise registrar after receiving the requested permission document, and it must include that permission document with the application or articles sent.

299. A regulated business corporation may, from the receipt of the document granting the permission requested, send the enterprise registrar, as applicable, (1) the articles of amendment that were filed with the application for permission to amend or correct the corporation’s articles; (2) the consolidated articles that were filed with the application for permission to consolidate the corporation’s articles; or (3) the application for cancellation of the articles. In all cases, the document granting the permission requested must be filed with the application or the articles sent to the enterprise registrar. 2018, c. 23, s. 3.

Section 299Verify source

§ 300Section 300Amendment

Source excerpt

If a regulated business corporation’s articles of amendment or consolidated articles are deposited in the enterprise register, the enterprise registrar must send a certified copy to the Authority.

300. When a regulated business corporation’s articles of amendment or consolidated articles are deposited in the enterprise register, the enterprise registrar must send a certified copy of them to the Authority. 2018, c. 23, s. 3.

Section 300Verify source

§ 301Section 301Amendment

Source excerpt

A mutual-interest regulated business corporation may amend its articles to override or replace certain private-Act provisions, subject to the second paragraph.

301. In addition to the amendments it may make to its articles under the Business Corporations Act (chapter S-31.1), a mutual-interest regulated business corporation may, subject to the second paragraph, amend its articles to add any provision departing from the applicable sections of the private Act governing it, or provide that all or some of those sections cease to have effect and replace them by any other provision not contrary to the Business Corporations Act or this Act. Any amendment to the articles of a mutual-interest regulated business corporation that affects the rights in the corporation conferred on the mutual legal person and its members by the private Act governing the corporation, or that affects the obligation imposed on that legal person to be the holder of control of the corporation or the holder of any other interest in its capital, is without effect. The same applies to the cancellation of articles requested by such a corporation. 2018, c. 23, s. 3.

Section 301Verify source

§ 302Section 302Provision

Source excerpt

If ruling on a mutual company application, the Minister must send the Authority a document stating the decision.

302. When ruling on an application filed by a mutual company, the Minister must send the Authority a document attesting the Minister’s decision. When the Authority receives the document or when it grants an application filed by a mutual company, the Authority processes the articles or the cancellation application received, issues the appropriate certificate in accordance with Chapter XVIII of the Business Corporations Act (chapter S-31.1) then sends a copy of the certificate and of the articles to the enterprise registrar, who deposits them in the enterprise register. 2018, c. 23, s. 3.

Section 302Verify source

§ 303Section 303Provision

Source excerpt

Some legal persons may be continued as insurance companies, including certain non-Québec legal persons and authorized insurers under a private Act of Québec.

303. The following legal persons may be continued as insurance companies: (1) a legal person constituted under the laws of a jurisdiction other than Québec, if the Act governing the legal person confers on it the capacity to carry on insurer activities; and (2) an authorized insurer constituted under a private Act of Québec. An insurer is continued as a business corporation if it is of the nature of such a corporation; otherwise, it is continued as a mutual company. 2018, c. 23, s. 3.

Section 303Verify source

§ 304Section 304Provision

Source excerpt

Continuance as an insurance company requires permission from the Minister after an application is filed with the Authority, and the application must list the name and address of each holder of a significant interest in the insurer.

304. In addition to the articles of continuance required to be filed under section 289 of the Business Corporations Act (chapter S-31.1), continuance as an insurance company requires a permission granted by the Minister following the filing of an application for continuance with the Authority. An application for continuance by an authorized insurer that is of the nature of a business corporation must include the name and address of each of the holders of a significant interest in the insurer. 2018, c. 23, s. 3.

Section 304Verify source

§ 305Section 305Provision

Source excerpt

The application for continuance must include the specified articles, other required documents, and prescribed fees.

305. The following must be filed with the application for continuance: (1) the articles of continuance and other documents that, under section 292 of the Business Corporations Act (chapter S-31.1), must be sent to the enterprise registrar; (2) the other documents prescribed by regulation of the Minister; and (3) the fees prescribed by government regulation for processing the application for continuance. 2018, c. 23, s. 3.

Section 305Verify source

§ 306Section 306Provision

Source excerpt

A non-Québec legal person that applies for continuance, and is not an authorized insurer, must also apply for authorization with the Authority at the same time.

306. A legal person constituted under the laws of a jurisdiction other than Québec that files an application for continuance but that is not an authorized insurer is required, when filing that application, to also file an application for authorization with the Authority. 2018, c. 23, s. 3.

Section 306Verify source

§ 307Section 307Provision

Source excerpt

The Authority must process an application for continuance after receiving the application, required documents, and fees, if applicable, and it must prepare a report on the reasons for granting or denying the application.

307. On receipt of the application for continuance and the required documents and fees, the Authority processes, if applicable, the application for authorization and prepares a report on the reasons for granting or denying the application for continuance. The report must also include the information from the report it must prepare in accordance with section 216 when processing an application to become regulated by this Title. 2018, c. 23, s. 3.

Section 307Verify source

§ 308Section 308Provision

Source excerpt

The Authority must send its report to the Minister with the application for continuance and accompanying documents, unless it denies the authorization application under section 306.

308. The Authority sends its report to the Minister, together with the application for continuance and the accompanying documents, unless the Authority denies the application for authorization made, if applicable, in accordance with section 306. 2018, c. 23, s. 3.

Section 308Verify source

§ 309Section 309Provision

Source excerpt

The Minister may allow the continuance of the authorized insurer if the Minister considers it advisable.

309. The Minister may, if the Minister considers it advisable, allow the continuance of the authorized insurer. 2018, c. 23, s. 3.

Section 309Verify source

§ 310Section 310Provision

Source excerpt

When ruling on an application filed by an authorized insurer, the Minister must send the insurer and the Authority a document attesting the decision.

310. When ruling on an application filed by an authorized insurer, the Minister must send the insurer and the Authority a document attesting the decision. 2018, c. 23, s. 3.

Section 310Verify source

§ 311Section 311Provision

Source excerpt

An authorized insurer continued as a regulated business corporation may send the enterprise registrar its articles of continuance after receiving the Minister’s permission document, and that document must be filed with the articles.

311. An authorized insurer that is continued as a regulated business corporation may, from receipt of the document attesting the Minister’s permission, send the enterprise registrar the articles of continuance that were filed with the application for continuance. The document attesting the Minister’s permission must be filed with the articles sent to the enterprise registrar. 2018, c. 23, s. 3.

Section 311Verify source

§ 312Section 312Substitution

Source excerpt

An authorized insurer becomes a regulated business corporation at the date and time shown on its certificate of continuance.

312. An authorized insurer becomes, as of the date and, if applicable, the time shown on the certificate of continuance issued by the enterprise registrar, a regulated business corporation. In addition, in the case of an authorized Québec insurer constituted under a private Act, the articles of continuance are, as of that time, substituted for that Act, which ceases to have effect. However, in the case of a mutual-interest insurer, the private Act remains in force and any reference in it to the insurer is replaced by a reference to the mutual-interest regulated business corporation resulting from the continuance. Subject to the third paragraph, the articles of continuance may contain any provision departing from the sections of the private Act that apply to the regulated business corporation, or provide that all or some of those sections cease to have effect and replace them by any other provision not contrary to the Business Corporations Act (chapter S-31.1) or this Act. The rights in the mutual-interest insurer conferred on the mutual legal person and its members by the private Act governing the insurer, and the obligation imposed on that legal person to be the holder of control of the insurer or the holder of any other interest in its capital, are unaffected by the continuance. Any provision to the contrary in the articles of continuance is deemed unwritten. 2018, c. 23, s. 3.

Section 312Verify source

§ 313Section 313Provision

Source excerpt

If the articles of continuance of an authorized insurer continued as a business corporation are deposited in the enterprise register, the enterprise registrar must send a certified copy to the Authority.

313. When the articles of continuance of an authorized insurer continued as a business corporation are deposited in the enterprise register, the enterprise registrar sends a certified copy of them to the Authority. 2018, c. 23, s. 3.

Section 313Verify source

§ 314Section 314Substitution

Source excerpt

When the Authority receives proof of the Minister’s permission for an authorized insurer to continue as a mutual company, it must process the articles, issue the proper certificate, and send copies to the enterprise registrar, who deposits them in the enterprise register.

314. On receipt of a document attesting the permission granted by the Minister for the continuance of an authorized insurer as a mutual company, the Authority processes the articles of continuance received, issues the appropriate certificate in accordance with Chapter XVIII of the Business Corporations Act (chapter S-31.1) then sends a copy of the certificate and of the articles to the enterprise registrar, who deposits them in the enterprise register. In addition, in the case of an authorized Québec insurer constituted under a private Act, the articles of continuance are, as of that time, substituted for that Act, which ceases to have effect. 2018, c. 23, s. 3.

Section 314Verify source

§ 315Section 315Provision

Source excerpt

An authorized insurer under a private Act of Québec may apply for the Minister’s permission under section 309 if it has been authorized by a special resolution of its members.

315. Despite any provision to the contrary, an authorized insurer constituted under a private Act of Québec may apply for the Minister’s permission under section 309 provided the insurer has been authorized to do so by a special resolution of its members. 2018, c. 23, s. 3.

Section 315Verify source

§ 316Section 316Provision

Source excerpt

The Minister may require an authorized insurer’s articles of continuance to include conditions or restrictions prescribed by the insurer’s private Act of Québec if those items are not already prescribed by this Act.

316. The Minister may require that the articles of continuance of an authorized insurer constituted under a private Act of Québec include the conditions or restrictions prescribed by that Act if they are not prescribed by this Act. Those conditions and restrictions are called “entrenched provisions”. 2018, c. 23, s. 3.

Section 316Verify source

§ 317Section 317Provision

Source excerpt

Certain insurance-related entities may not seek continuance outside Québec without the required permission or authorization.

317. An insurance company may not, without the Minister’s permission, apply for continuance under the laws of a jurisdiction other than Québec under section 297 of the Business Corporations Act (chapter S-31.1). A mutual company that is a member of a federation may not apply for the Minister’s permission without being authorized to do so by the federation. A mutual-interest regulated business corporation may not be continued under the laws of a jurisdiction other than Québec. 2018, c. 23, s. 3.

Section 317Verify source

§ 318Section 318Provision

Source excerpt

An insurance company seeking the Minister’s permission must apply to the Authority and show that specified contract holders, creditors, and members will not be injured by the continuance.

318. To obtain the Minister’s permission, an insurance company must file an application for permission with the Authority. The company must, in the application, show that the holders of insurance contracts it has underwritten, its other creditors and its members will not suffer injury as a result of the continuance. 2018, c. 23, s. 3.

Section 318Verify source

§ 319Section 319Provision

Source excerpt

Certain documents and fees must be filed with an application for permission.

319. The following must be filed with the application for permission: (1) the notice of intention to change the corporation’s home regulator described in section 150; (2) if applicable, a certified copy of the federation’s resolution authorizing the mutual company that is a member of the federation to apply for the Minister’s permission; (3) the other documents prescribed by regulation of the Minister; and (4) the fees prescribed by government regulation. 2018, c. 23, s. 3.

Section 319Verify source

§ 320Section 320Provision

Source excerpt

The Authority must prepare a report on whether the application should be granted or denied, after receiving the application, required documents and fees, publishing the notice of intention, and reviewing the authorization under section 155.

320. On receipt of the application and the required documents and fees, in addition to publishing the notice of intention and reviewing the authorization under section 155, the Authority must prepare a report on the reasons for granting or denying the application. Among other things, the Authority indicates in the report whether, in its opinion, the holders of insurance contracts underwritten by the insurance company, its other creditors and its members will not suffer injury as a result of the continuance. 2018, c. 23, s. 3.

Section 320Verify source

§ 321Section 321Provision

Source excerpt

The Authority must send its report to the Minister with the application for permission and the accompanying documents.

321. The Authority sends its report to the Minister, together with the application for permission and the accompanying documents. 2018, c. 23, s. 3.

Section 321Verify source

§ 322Section 322Provision

Source excerpt

The Minister may grant an insurance company permission to apply for continuance outside Québec, if the Minister thinks it advisable.

322. The Minister may, if the Minister considers it advisable, grant the insurance company the permission to apply for continuance under the laws of a jurisdiction other than Québec under section 297 of the Business Corporations Act (chapter S-31.1). The Minister does not grant permission if the continuance entails the demutualization of the mutual company or is likely to allow mutual members to appropriate the company’s surplus. 2018, c. 23, s. 3.

Section 322Verify source

§ 323Section 323Provision

Source excerpt

When deciding an insurance company’s application, the Minister must send a decision document to the company and the Authority, and the company must attach that document to its filing with the enterprise registrar.

323. When ruling on an application by an insurance company, the Minister must send the company and the Authority a document attesting the decision. The company must include the document with the application it sends to the enterprise registrar in accordance with section 297 of the Business Corporations Act (chapter S-31.1). 2018, c. 23, s. 3.

Section 323Verify source

§ 324Section 324Provision

Source excerpt

An insurance company stops being regulated by this Title when the certificate of discontinuance shows the relevant date, and the enterprise registrar must send the Authority a certified copy of that certificate in the specified case.

324. An insurance company ceases to be regulated by this Title as of the date and, if applicable, the time shown on the certificate of discontinuance issued under section 302 of the Business Corporations Act (chapter S-31.1). The enterprise registrar sends the Authority a certified copy of the certificate of discontinuance that the registrar issued in respect of a regulated business corporation. 2018, c. 23, s. 3.

Section 324Verify source

§ 325Section 325Provision

Source excerpt

An amalgamation involving an insurance company needs the Minister’s permission and an application filed with the Authority, in addition to the required amalgamation documents.

325. In addition to the articles of amalgamation and, as applicable, the amalgamation agreement required to be filed under the Business Corporations Act (chapter S-31.1), an amalgamation involving an insurance company requires the Minister’s permission and the filing of an application for that purpose with the Authority, together with a notice of intention to amalgamate under section 149. 2018, c. 230, s. 325.

Section 325Verify source

§ 326Section 326Provision

Source excerpt

A regulated business corporation may amalgamate with one or more other business corporations only if the amalgamated corporation is an authorized insurer.

326. The amalgamation of a regulated business corporation with one or more other business corporations, regardless of whether the latter are regulated business corporations, is allowed only if the amalgamated corporation is an authorized insurer. 2018, c. 23, s. 3.

Section 326Verify source

§ 327Section 327Provision

Source excerpt

A mutual company may amalgamate only with another mutual company, and short-form amalgamation of mutual companies is not allowed.

327. Only a mutual company may amalgamate with another mutual company. Despite section 281 of the Business Corporations Act (chapter S-31.1), the short-form amalgamation of mutual companies is not allowed. 2018, c. 23, s. 3.

Section 327Verify source

§ 328Section 328Provision

Source excerpt

328. An amalgamation agreement entered into by mutual companies must contain, rather than the elements set out in section 277 of the Business Corporations Act (chapter S-31.1), the following elements: (1) in respect of the amalgamated mutual company, the provisions that are required to be included in such a company’s articles of constitution; (2) the name and domicile of each director of the amalgamated mutual company; (3) the members’ rights and obligations referred to in the certificates of participation issued to the members, if applicable; (4) the number of shares issued by each of the amalgamating mutual companies, and the amount of the contribution required for their issue, the maximum interest that may be paid on such shares and, if applicable, the manner in which they may be converted; (5) the by-laws proposed for the amalgamated mutual company, or a statement that the by-laws of the amalgamated mutual company are to be those of one of the amalgamating mutual companies; (6) if applicable, the name of the federation of which the amalgamated mutual company will be a member; and (7) details of any arrangements necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated mutual company. 2018, c. 23, s. 3.

Section 328Verify source

§ 329Section 329Provision

Source excerpt

An application for permission to amalgamate must include specified information, including material required by section 149, information prescribed by the Authority, and the names and addresses of any holders of a significant interest; if more than one insurance company is involved, the application must be joint.

329. An application for permission to amalgamate must include, in addition to the information required to be included in a notice of intention to amalgamate under section 149, the information prescribed by regulation of the Authority. The application must also include the name and address of each holder of a significant interest in the amalgamated business corporation, if any. In the case of an amalgamation involving more than one insurance company, the application must be a joint one. 2018, c. 23, s. 3.

Section 329Verify source

§ 330Section 330Provision

Source excerpt

With an application, certain amalgamation documents and prescribed fees must be filed, subject to a short-form amalgamation exception for the amalgamation agreement.

330. In addition to the notice of intention, the following must be filed with the application: (1) the articles of amalgamation; (2) the amalgamation agreement, except in the case of a short-form amalgamation, within the meaning of the Business Corporations Act (chapter S-31.1), where one of the amalgamating business corporations is a regulated business corporation; (3) the special resolutions of the shareholders or, as applicable, the mutual members authorizing the amalgamation of each amalgamating company or, in the case of a short-form amalgamation within the meaning of the Business Corporations Act, the resolutions of the boards of directors of the amalgamating companies authorizing such an amalgamation; (4) the resolution of the federation that has undertaken to admit the amalgamated mutual company, if applicable; (5) the other documents prescribed by regulation of the Minister; and (6) the fees prescribed by government regulation. 2018, c. 23, s. 3; 2021, c. 34, s. 22.

Section 330Verify source

§ 331Section 331Provision

Source excerpt

The Authority must prepare a report for the Minister about whether to grant or deny an amalgamation permission application, after receiving the application, required documents and fees, publishing the notice of intention, and reviewing the authorization under section 155.

331. On receipt of the application and the required documents and fees, in addition to publishing the notice of intention and reviewing the authorization under section 155, the Authority must prepare a report for the Minister on the reasons for granting or denying the application for permission to amalgamate. The report must include, in particular, the information from the report the Authority must prepare in accordance with section 216 when processing an application to become regulated by this Title. 2018, c. 23, s. 3.

Section 331Verify source

§ 332Section 332Provision

Source excerpt

The Authority must send its report, the amalgamation permission application, and filed documents to the Minister unless it determines the amalgamated company would not be an authorized insurer.

332. The Authority sends the Minister its report, together with the application for permission to amalgamate and the documents filed with it, unless it determines that the amalgamated company would not be an authorized insurer. 2018, c. 23, s. 3.

Section 332Verify source

§ 333Section 333Provision

Source excerpt

The Minister may allow the amalgamation of an insurance company if the Minister considers it advisable.

333. The Minister may, if the Minister considers it advisable, allow the amalgamation of an insurance company. 2018, c. 23, s. 3.

Section 333Verify source

§ 334Section 334Provision

Source excerpt

The Minister may require the amalgamated insurance company’s articles of amalgamation to include any entrenched provision from the amalgamating companies’ articles.

334. The Minister may require that the amalgamated insurance company’s articles of amalgamation include any entrenched provision, within the meaning of section 316, contained in the articles of any of the amalgamating companies. 2018, c. 23, s. 3.

Section 334Verify source

§ 335Section 335Provision

Source excerpt

When deciding an application for permission to amalgamate, the Minister must send a document attesting the decision to the Authority and the amalgamating companies.

335. When ruling on an application for permission to amalgamate, the Minister must send the Authority and the amalgamating companies a document attesting the decision. 2018, c. 23, s. 3.

Section 335Verify source

§ 336Section 336Provision

Source excerpt

Amalgamating business corporations may send the articles of amalgamation to the enterprise registrar after receiving the Minister’s permission document, and that permission document must be filed with the articles.

336. Amalgamating business corporations may, from receipt of the document by which the Minister grants permission, send the enterprise registrar the articles of amalgamation that were filed with the application for permission to amalgamate. The document by which the Minister grants permission must be filed with the articles of amalgamation sent to the enterprise registrar. 2018, c. 23, s. 3.

Section 336Verify source

§ 337Section 337Provision

Source excerpt

An amalgamated corporation becomes a regulated business corporation, and if one of the amalgamating corporations is mutual-interest regulated business corporation, it also becomes that type of corporation.

337. The amalgamated corporation is, as of the date and, if applicable, the time shown on the certificate of amalgamation issued by the enterprise registrar, a regulated business corporation. If one of the amalgamating corporations is a mutual-interest regulated business corporation, the amalgamated corporation is also a mutual-interest regulated business corporation. Any reference to such an amalgamating corporation in the private Act governing it is replaced by a reference to the amalgamated mutual-interest regulated business corporation. Subject to the third paragraph, the articles of amalgamation may contain any provision departing from the sections of that private Act that apply to the regulated business corporation, or provide that all or some of those sections cease to have effect and replace them by any other provision not contrary to the Business Corporations Act (chapter S-31.1) or this Act. The rights in the mutual-interest regulated business corporation conferred on the mutual legal person and its members by the private Act, and the obligation imposed on that legal person to be the holder of control of the corporation or the holder of any other interest in its capital, are unaffected by the amalgamation. Any provision to the contrary in the articles of amalgamation is deemed unwritten. 2018, c. 23, s. 3.

Section 337Verify source

§ 338Section 338Provision

Source excerpt

When a regulated business corporation’s articles of amalgamation are deposited in the enterprise register, the enterprise registrar must send a certified copy to the Authority.

338. When the articles of amalgamation of a regulated business corporation are deposited in the enterprise register, the enterprise registrar sends a certified copy of them to the Authority. 2018, c. 23, s. 3.

Section 338Verify source

§ 339Section 339Provision

Source excerpt

When the Authority receives proof of the Minister’s permission for an amalgamation of mutual companies, it must process the articles, issue the amalgamation certificate, and send copies to the enterprise registrar, who then deposits them in the enterprise register.

339. On receipt of a document attesting the permission granted by the Minister for the amalgamation of mutual companies, the Authority processes the articles of amalgamation, issues the certificate of amalgamation in accordance with Chapter XVIII of the Business Corporations Act (chapter S-31.1) then sends a copy of the certificate and of the articles to the enterprise registrar, who deposits them in the enterprise register. 2018, c. 23, s. 3.

Section 339Verify source

§ 340Section 340Provision

Source excerpt

340. Unless it is continued under the laws of a jurisdiction other than Québec, an insurance company or association may cease to be regulated by this Title only if the revocation of the authorization granted to it by the Authority is full and final. 2018, c. 23, s. 3; 2024, c. 15, s. 62.

Section 340Verify source

§ 341Section 341Provision

Source excerpt

A business corporation stops being regulated by this Title when the Authority’s full revocation of its authorization becomes final.

341. A business corporation ceases to be regulated by this Title when the full revocation of the authorization granted to it by the Authority becomes final. 2018, c. 23, s. 3.

Section 341Verify source

§ 342Section 342Provision

Source excerpt

A regulated business corporation may apply for full revocation of the authorization only if its shareholders authorize both the application and a name change to one that does not use a word or expression reserved under section 489.

342. A regulated business corporation may apply for a full revocation of the authorization only if it is authorized to do so by its shareholders and the latter have authorized it to change its name for one that does not include a word or expression reserved under section 489. 2018, c. 23, s. 3.

Section 342Verify source

§ 343Section 343Provision

Source excerpt

Shareholders give authorization by special resolution, and that resolution may authorize a director or officer to prepare and sign documents needed for revocation and for a change of name.

343. Shareholder authorization is given by special resolution. By that resolution, the shareholders also authorize a director or an officer of the business corporation to see to the preparation of the documents necessary for the revocation and of those necessary for the corporation’s change of name, and to sign those documents. 2018, c. 23, s. 3.

Section 343Verify source

§ 344Section 344Provision

Source excerpt

A consent, declaration, or decision about dissolving a regulated business corporation has no effect except to grant the authorizations in section 342, until the corporation stops being regulated under this Title.

344. A consent, declaration or decision referred to in section 304 of the Business Corporations Act (chapter S-31.1) and whose object is the dissolution of a regulated business corporation has no effect other than granting the authorizations referred to in section 342, until the corporation ceases to be regulated by this Title. 2018, c. 23, s. 3.

Section 344Verify source

§ 345Section 345Provision

Source excerpt

A mutual company with a full and final revocation of authorization may keep operating only to liquidate and dissolve.

345. A mutual company the revocation of whose authorization is full and final may continue to carry on its activities only in order to liquidate and dissolve. Its dissolution terminates its being regulated by this Title. As a result, a mutual company may apply for a full revocation of the authorization granted to it by the Authority only if the mutual members have consented to its dissolution and appointed a liquidator. 2018, c. 23, s. 3.

Section 345Verify source

§ 346Section 346Provision

Source excerpt

A mutual company may not be dissolved except with the consent of the mutual members or when liquidation is closed under a receivership process.

346. Despite section 304 of the Business Corporations Act (chapter S-31.1), a mutual company may not be dissolved otherwise than by the consent of the mutual members or the closure of the liquidation ordered within the scope of a receivership ordered under Chapter III.1 of Title I of the Act respecting the regulation of the financial sector (chapter E-6.1). 2018, c. 23, s. 3.

Section 346Verify source

§ 347Section 347Provision

Source excerpt

A mutual company must be liquidated before it is dissolved.

347. A mutual company must be liquidated before it is dissolved. The liquidation of a mutual company may begin only once the full revocation of the authorization granted to it by the Authority becomes final. 2018, c. 23, s. 3.

Section 347Verify source

§ 348Section 348Provision

Source excerpt

Proceedings against a mutual company’s property are suspended after notice of its intended full revocation is published; certain post-notice creditor costs cannot be paid from liquidation proceeds, and a Superior Court judge may vary the stay.

348. All proceedings against the property of a mutual company, in particular by seizure in the hands of a third person, seizure before judgment or seizure in execution, are to be suspended as soon as notice of the mutual company’s intention to apply for the full revocation of the authorization is published in accordance with section 173. The costs incurred by a creditor after being informed of the liquidation must not be collocated out of the proceeds of the property of the mutual company that are distributed as a result of the liquidation. A judge of the Superior Court of the district in which the mutual company’s head office is located may however, on the conditions the judge considers appropriate, authorize the institution of, or put an end to the stay of, a proceeding. 2018, c. 23, s. 3.

Section 348Verify source

§ 349Section 349Provision

Source excerpt

A mutual company’s liquidation is carried out under the Authority’s supervision and control.

349. The liquidation of a mutual company is carried out under the Authority’s supervision and control. 2018, c. 23, s. 3.

Section 349Verify source

§ 350Section 350Provision

Source excerpt

An application to court under the Business Corporations Act must be notified to the Authority.

350. Any application made to the court under the Business Corporations Act (chapter S-31.1) must be notified to the Authority. 2018, c. 23, s. 3.

Section 350Verify source

§ 351Section 351Provision

Source excerpt

The liquidator must send the summary accounts and final account to the Authority when they are sent to the mutual members.

351. The liquidator must send the summary accounts rendered and the final account produced in accordance with sections 336 and 339 of the Business Corporations Act (chapter S-31.1) to the Authority at the time those accounts are sent to the mutual members. 2018, c. 23, s. 3.

Section 351Verify source

§ 352Section 352Provision

Source excerpt

A mutual company’s remaining property may not be distributed to mutual members; it must be remitted to the federation, a designated mutual company, or the Minister of Finance if no designation exists.

352. Despite section 323 of the Business Corporations Act (chapter S-31.1), the remaining property of a mutual company may not be distributed among the mutual members; it must be remitted to the federation of which the mutual company is a member for the federation to pay into its guarantee fund or, if the mutual company is not a member of a federation, to a mutual company designated by the mutual members. In the absence of such a designation, the remaining property is remitted to the Minister of Finance. 2018, c. 23, s. 3.

Section 352Verify source

§ 353Section 353Provision

Source excerpt

Section 305 of the Business Corporations Act and paragraphs 6, 7 and 8 of section 354 apply, with necessary modifications, to the legal person receiving the remaining property of a mutual company.

353. Section 305 of the Business Corporations Act (chapter S-31.1) and paragraphs 6, 7 and 8 of section 354 of that Act apply, with the necessary modifications, to the legal person that receives the remaining property of a mutual company. 2018, c. 23, s. 3.

Section 353Verify source

§ 353.1Section 353.1Provision

Source excerpt

An insurance association may apply to revoke its authorization in full only if its members consent to liquidation and a liquidator is appointed by the directors or, failing that, by the court.

353.1. An insurance association may apply for a full revocation of the authorization granted to it by the Authority only if its members have consented to its liquidation and a liquidator is appointed by its directors or, failing that, by the court. In addition to the cases provided for in article 2277 of the Civil Code, the contract of association is terminated at the closure of the liquidation ordered within the scope of a receivership ordered under Chapter III.1 of Title I of the Act respecting the regulation of the financial sector (chapter E-6.1). 2024, c. 15, s. 63.

Section 353.1Verify source

§ 353.2Section 353.2Provision

Source excerpt

An insurance association may begin liquidation only after the revocation of its authorization by the Authority has become final.

353.2. An insurance association may begin its liquidation only once the full revocation of the authorization granted to it by the Authority becomes final. It may continue to carry on its activities only in order to liquidate. The closure of its liquidation terminates its being regulated by this Title. 2024, c. 15, s. 63.

Section 353.2Verify source

§ 353.3Section 353.3Provision

Source excerpt

Proceedings against an insurance association’s property must be suspended once the required notice is published; post-liquidation creditor costs cannot be paid from liquidation proceeds, but a Superior Court judge may authorize or end the stay.

353.3. All proceedings against the property of an insurance association, in particular by seizure in the hands of a third person, seizure before judgment or seizure in execution, are to be suspended as soon as notice of the insurance association’s intention to apply for the full revocation of the authorization is published in accordance with section 173. The costs incurred by a creditor after being informed of the liquidation must not be collocated out of the proceeds of the property of the insurance association that are distributed as a result of the liquidation. A judge of the Superior Court of the district in which the association’s principal establishment is located may, however, on the conditions the judge considers appropriate, authorize the institution of, or put an end to the stay of, a proceeding. 2024, c. 15, s. 63.

Section 353.3Verify source

§ 353.4Section 353.4Provision

Source excerpt

An insurance association’s liquidation is carried out under the Authority’s supervision and control.

353.4. The liquidation of an insurance association is carried out under the Authority’s supervision and control. 2024, c. 15, s. 63.

Section 353.4Verify source

§ 353.5Section 353.5Provision

Source excerpt

The liquidator must send the final account to the Authority when it is sent to the parties in the insurance association.

353.5. The liquidator must send the final account to the Authority at the time that account is sent to the parties in the insurance association. 2024, c. 15, s. 63.

Section 353.5Verify source

§ 354Section 354Provision

Source excerpt

The board of directors of a self-regulatory organization must establish a professional liability insurance decision-making committee.

354. The board of directors of a self-regulatory organization exercises functions and powers relating to the organization’s insurance business; the board must establish a professional liability insurance decision-making committee. Within the limits provided by law, the board may delegate the exercise of some of those functions and powers. However, it must delegate exclusively to the professional liability insurance decision-making committee all functions and powers relating to the processing of notices of loss likely to fall under the coverage of the insurance contracts underwritten by the organization. 2018, c. 23, s. 3.

Section 354Verify source

§ 355Section 355Provision

Source excerpt

The board of directors of a self-regulatory organization may not delegate certain listed functions and powers.

355. The board of directors of a self-regulatory organization may not delegate the exercise of the following functions and powers: (1) appointing the members of the decision-making committee; (2) approving an investment policy for the insurance fund established by the organization; (3) determining the extent of the coverage offered and the tariff of rates and amounts of premiums; (4) imposing a special assessment in order to maintain in the insurance fund adequate assets to meet the liabilities charged against it, as and when they become due, and adequate capital to guarantee that it can serve its purpose; and (5) appointing the auditor and the actuary of the insurance fund. 2018, c. 23, s. 3.

Section 355Verify source

§ 356Section 356Provision

Source excerpt

Certain resigning members must give their reasons in writing to the organization and the Authority.

356. A member of the decision-making committee of a self-regulatory organization who resigns must declare his or her reasons in writing to the organization and the Authority. The same is true for a member of the board of directors who, while not a member of the decision-making committee, resigns for reasons relating to the organization’s insurance business. 2018, c. 23, s. 3.

Section 356Verify source

§ 357Section 357Provision

Source excerpt

Transactions with restricted parties must be conducted as if at arm’s length.

357. The asset investment activities of the insurance fund and its other financial transactions with natural persons or groups that are restricted parties with respect to the fund must be carried on in the same manner as they would when carried on at arm’s length. Consequently, a contract affecting the insurance fund entered into with a natural person or group that is a restricted party with respect to the fund must be as advantageous for the fund than if it had been entered into at arm’s length. 2018, c. 23, s. 3.

Section 357Verify source

§ 358Section 358Provision

Source excerpt

For section 357, this provision lists the persons and groups treated as restricted parties in relation to a self-regulatory organization.

358. For the purposes of section 357, the following natural persons and groups are restricted parties with respect to a self-regulatory organization: (1) the self-regulatory organization, its directors and officers and the members of its decision-making committee; (2) the manager of the fund’s day-to-day operations referred to in section 359 and, if applicable, that manager’s directors and officers; (3) the natural persons and groups having economic ties with the persons described in paragraphs 1 and 2; and (4) any other person or group designated under section 112. 2018, c. 23, s. 3.

Section 358Verify source

§ 359Section 359Provision

Source excerpt

359. A self-regulatory organization may, in addition, entrust a manager with the day-to-day operations of its insurance fund, including the collection of premiums, the delivery of policies, the payment of indemnities, reinsurance transfers, fund asset investment activities and its other financial transactions. 2018, c. 23, s. 3.

Section 359Verify source

§ 360Section 360Provision

Source excerpt

Sections 45 to 49 apply to a self-regulatory organization and the manager of the insurance fund’s day-to-day operations as if the organization were the holder of control of the manager.

360. Sections 45 to 49 apply to a self-regulatory organization and the manager of the insurance fund’s day-to-day operations as if the organization were the holder of control of the manager. 2018, c. 23, s. 3.

Section 360Verify source

§ 361Section 361Provision

Source excerpt

The committee must have at least three members, and only one of them may also sit on the organization’s board of directors.

361. The professional liability insurance decision-making committee to be established under section 354 must be composed of at least three members, only one of whom is also on the board of directors of the self-regulatory organization. 2018, c. 23, s. 3.

Section 361Verify source

§ 362Section 362Provision

Source excerpt

362. A person need not be governed by the self-regulatory organization to be part of its decision-making committee, except for the committee member who is also on the organization’s board of directors. 2018, c. 23, s. 3.

Section 362Verify source

§ 363Section 363Provision

Source excerpt

Certain people cannot be members of the decision-making committee.

363. In addition to persons disqualified for office under the Civil Code, the following cannot be members of the decision-making committee: (1) insurance representatives and claims adjusters, within the meaning assigned to those expressions by the Act respecting the distribution of financial products and services (chapter D-9.2), and directors or officers of another legal person dealing with the self-regulatory organization in a similar capacity; or (2) a director, officer or employee of the manager that has been entrusted with the fund’s day-to-day operations. 2018, c. 23, s. 3.

Section 363Verify source

§ 364Section 364Provision

Source excerpt

A self-regulatory organization must defend and pay damages for committee members sued over acts done in their functions, unless gross or separable personal fault is involved.

364. If members of the decision-making committee of a self-regulatory organization are sued by a third person for an act done in the exercise of their functions, the self-regulatory organization assumes their defence and pays any damages awarded as compensation for the injury resulting from that act, unless they committed a gross fault or a personal fault separable from their functions. In penal or criminal proceedings, however, the organization pays the defence costs of the committee members only if they had reasonable grounds for believing that their conduct was lawful or if they have been discharged or acquitted. If the organization sues a committee member for an act done in the exercise of his or her functions and loses its case, it pays the committee member’s defence costs if the court so decides. If the organization wins its case only in part, the court may determine the amount of the defence costs the organization must pay. 2018, c. 23, s. 3.

Section 364Verify source

§ 365Section 365Provision

Source excerpt

The board of directors must approve the fund’s investment policy, and the organization must send that policy to the Authority when requested.

365. The insurance fund of an authorized self-regulatory organization consists of premiums and other sums generated by the organization’s insurer activities. The organization’s board of directors must approve the investment policy of the fund. The organization must send the investment policy to the Authority at the Authority’s request. 2018, c. 23, s. 3.

Section 365Verify source

§ 366Section 366Provision

Source excerpt

The organization must list the insurance fund’s assets separately in its books, registers, and accounts.

366. The assets of the insurance fund constitute a division of the authorized self-regulatory organization’s patrimony to be used exclusively for the organization’s insurance business. The liabilities contracted by the organization as part of such business are charged against the fund. The fund’s assets must be reported as separate items in the organization’s books, registers and accounts. 2018, c. 23, s. 3.

Section 366Verify source

§ 367Section 367Provision

Source excerpt

367. No creditor of the self-regulatory organization has any right in the assets of the insurance fund except under a claim resulting from the organization’s insurance business. Conversely, no creditor of the insurance fund has any right

Section 367Verify source

§ 368Section 368Provision

Source excerpt

An authorized self-regulatory organization must keep enough assets in its insurance fund to cover liabilities when due and enough capital to ensure the fund can fulfill its purpose.

368. An authorized self-regulatory organization must maintain in the insurance fund adequate assets to meet the liabilities charged against the fund, as and when they become due, and adequate capital to guarantee that the fund can serve its purpose. 2018, c. 23, s. 3.

Section 368Verify source

§ 369Section 369Provision

Source excerpt

All costs of the self-regulatory organization’s insurance business must be charged to the insurance fund.

369. All costs relating to the self-regulatory organization’s insurance business are charged against the insurance fund. 2018, c. 23, s. 3.

Section 369Verify source

§ 370Section 370Provision

Source excerpt

370. An authorized self-regulatory organization must send holders of an insurance contract underwritten by the organization an annual report that includes (1) the names of the members of its decision-making committee and, if applicable, the name and address of the manager of the insurance fund’s day-to-day operations; (2) the number of persons governed by the organization that it insures; (3) the fund’s audited financial statements, accompanied by the auditor’s report; and (4) any other information required by regulation of the Authority. The report appears in a document setting out the organization’s activities and financial position that the organization is otherwise required to send annually to the persons governed by it. The fund’s fiscal year ends on the same date as the organization’s fiscal year. 2018, c. 23, s. 3.

Section 370Verify source

§ 371Section 371Provision

Source excerpt

The insurance fund of a self-regulatory organization must not be liquidated until the Authority’s authorization is fully and finally revoked.

371. The insurance fund of a self-regulatory organization may not be liquidated before the full and final revocation of the authorization granted to the organization by the Authority. 2018, c. 23, s. 3.

Section 371Verify source

§ 372Section 372Provision

Source excerpt

An insurance fund may be liquidated only through a board resolution of the self-regulatory organization that established it, or by an order made in the scope of a receivership under Chapter III.1 of the Act respecting the regulation of the financial sector.

372. The liquidation of an insurance fund arises from a resolution of the board of directors of the self-regulatory organization that established the fund or from an order made within the scope of a receivership ordered under Chapter III.1 of the Act respecting the regulation of the financial sector (chapter E-6.1). 2018, c. 23, s. 3.

Section 372Verify source

§ 373Section 373Provision

Source excerpt

To liquidate the insurance fund, a liquidator must be appointed by the board of directors or the Superior Court, depending on who decided on the liquidation.

373. In order to liquidate the insurance fund, a liquidator must be appointed by the board of directors or the Superior Court, depending on whether the liquidation arises from a decision of the board or of the Court. On being appointed, the liquidator has the seisin of the insurance fund, and the decision-making committee ceases to exist. 2018, c. 23, s. 3.

Section 373Verify source

§ 374Section 374Provision

Source excerpt

Sections 347 to 351 apply, with necessary modifications, to liquidation of the insurance fund, except for references to the Business Corporations Act.

374. Sections 347 to 351 apply, with the necessary modifications, to the liquidation of the insurance fund, except any reference made to the Business Corporations Act (chapter S-31.1). 2018, c. 23, s. 3.

Section 374Verify source

§ 375Section 375Provision

Source excerpt

The liquidator must send a final account to the organization’s board of directors and the Authority after dealing with the organization’s insurance-business obligations.

375. After performing or obtaining forgiveness of the self-regulatory organization’s obligations in relation to its insurance business or otherwise making provision for them, the liquidator sends a final account to the organization’s board of directors and to the Authority. The remaining property of the insurance fund, if any, is remitted to the organization. 2018, c. 23, s. 3.

Section 375Verify source

§ 376Section 376Provision

Source excerpt

The Minister may ask the Authority for documents and information useful for deciding applications under this Title.

376. The Minister may request the Authority to provide the documents and information the Minister considers useful in assessing the applications on which the Minister is to rule in accordance with this Title. 2018, c. 23, s. 3.

Section 376Verify source

§ 377Section 377Provision

Source excerpt

A federation of mutual companies is a legal person.

377. A federation of mutual companies is a legal person. The constitution, organization, operation, dissolution and liquidation regime applicable to a federation under this Title is supplemented by the provisions of Title III applicable to a mutual company, except Division IV of Chapter IV, Chapters VI to VIII, subdivision 3 of Division II and Divisions III and IV of Chapter IX and Chapters X, XI, XIII and XIV of that Title. 2018, c. 23, s. 3; 2025, c. 16, s. 54.

Section 377Verify source

§ 378Section 378Provision

Source excerpt

A federation has no share capital.

378. A federation has no share capital. 2018, c. 23, s. 3.

Section 378Verify source

§ 378.1Section 378.1Provision

Source excerpt

Chapter XII of Title II applies to federations, with necessary modifications.

378.1. Chapter XII of Title II applies to federations, with the necessary modifications. 2021, c. 34, s. 23.

Section 378.1Verify source

§ 379Section 379Provision

Source excerpt

379. A federation may be constituted if at least five mutual companies that are authorized insurers undertake to become members of the federation and the sums that the companies must pay into the guarantee fund are available. The guarantee fund is a distinct autonomous patrimony. The companies are the federation’s promoters. The constitution of a federation entails the creation of its guarantee fund. 2018, c. 23, s. 3; 2025, c. 16, s. 55.

Section 379Verify source

§ 380Section 380Provision

Source excerpt

The mutual members of a promoting mutual company may authorize a director to represent the company for constituting and organizing the federation.

380. The mutual members of a promoting mutual company authorize, by special resolution, a director of the company to represent it for the purpose of constituting and organizing the federation. 2018, c. 23, s. 3.

Section 380Verify source

§ 381Section 381Provision

Source excerpt

A mutual company that is a member of a federation may promote another federation, but it must notify its own federation of the meeting where the section 380 special resolution will be discussed. A federation representative may attend and be heard at the meeting.

381. A mutual company that is a member of a federation may promote another federation. The company must notify the federation of which it is a member of the meeting to be held at which the special resolution referred to in section 380 is to be discussed. A representative of the federation may attend the meeting and be heard. 2018, c. 23, s. 3.

Section 381Verify source

§ 382Section 382Provision

Source excerpt

When an application to constitute a federation is received, the Authority must, if applicable, notify the relevant federations of the deadline for submitting observations.

382. On receiving the application for the constitution of a federation, the Authority must, if applicable, send the federations of which the promoting mutual companies are members a notice specifying the time limit for submitting their observations to the Authority. The federations’ observations are attached to the report the Authority must make to the Minister in accordance with section 216. 2018, c. 23, s. 3.

Section 382Verify source

§ 383Section 383Provision

Source excerpt

The promoting mutual companies become members of the federation once the federation is constituted.

383. The promoting mutual companies are, by operation of law, members of the federation as soon as it is constituted. 2018, c. 23, s. 3.

Section 383Verify source

§ 384Section 384Provision

Source excerpt

Representatives authorized by the promoting mutual companies under section 380 must be called to the federation’s organization meeting.

384. The representatives authorized by the promoting mutual companies under section 380 must be called to the federation’s organization meeting. 2018, c. 23, s. 3.

Section 384Verify source

Legislative relationships

7 referenced instruments

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

A–F

5 instruments

Business Corporations Act
Sections 198, 199, 200, 204, 220, 244, 245, 246, 247, 277, 278, 280, 281, 282, 289, 302, 304, 305, 314, 317, 322, 323, 324, 327, 328, 330, 339, 344, 346, 351, 353
Chapter IV of the Business Corporations Act
Section 233
Civil Code
Sections 201, 230.1, 353.1
Deposit Institutions and Deposit Protection Act
Section 243
Finance if no designation exists. 352. Despite section 323 of the Business Corporations Act
Section 352

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1 instrument

its articles to override or replace certain private-Act
Section 301

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1 instrument

Québec if those items are not already prescribed by this Act
Section 316

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10 Jun 2026 · currentEnglish

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Insurers Act, 2018

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