Amendment, consolidation, correction and cancellation of the articles of an assurance company
Application
This section applies to Québec insurers constituted as business corporations or mutual companies that wish to amend, consolidate, correct or cancel their articles.
Application for permission
Under section 291 IA, the amendment, consolidation, correction and cancellation of an insurance company’s articles requires the Minister’s or the AMF’s permission.
The provisions relating to an application to amend, consolidate, correct or cancel the articles of an insurance company are found in sections 291 to 302 of the Insurers Act, CQLR, c. A-32.1 (“IA”). The Business Corporations Act, CQLR, c. S-31.1 (“BCA”) applies on a suppletive basis (ss. 198, 199 and 200 IA).
The Minister’s permission is required in the following instances:
- The amendment of articles, when it affects entrenched provisions, within the meaning of section 316 IA, included in the articles following the continuance of an authorized insurer constituted under a private Act of Québec (s. 291, 2nd par. IA).
- The cancellation of articles of amalgamation (s. 291, 3rd par. IA);
- The cancellation of articles of continuance (s. 291, 3rd par. IA).
The entrenched provisions are conditions or restrictions prescribed by that private Act if they are not prescribed by the IA (s. 316 IA).
The AMF’s permission is required in the following instances:
- The amendment of articles that does not affect entrenched provisions (s. 291, 1st par. IA);
- The consolidation of the articles (s. 291, 1st par. IA), which the AMF may also order (s. 297 IA);
- The cancellation of articles except for the cancellation of articles of amalgamation and continuance (s. 291, 1st, 2nd and 3rd pars. IA);
- The correction of the articles, the only exception being the correction of an obvious error, which does not require an authorization (s. 291, 1st par. IA and s. 253, 1st par. BCA).
Court authorization is also required if the correction or cancellation of articles could be prejudicial to the rights of the creditors of the corporation, the shareholders or the mutual members (s. 254, 3rd par. and s. 266 BCA).
Section 292 IA provides that, to obtain the AMF’s or the Minister’s permission, an insurance company must file an application for permission with the AMF.
Checklists
The following checklists describe the information to be included in, and documents to be enclosed with, the application for permission by type of application:
A – Amendment of articles
B – Consolidation of articles
C – Correction of articles
D – Cancellation of articles
A – Amendment of articles
Subject of the amendment
The articles of an insurance company may be amended to add any provision that is permitted by the IA and BCA to be set out in the articles, or to replace or remove any existing provision (s. 240 BCA).
Amendment for a change of name
If the amendment of the articles is intended to change the name of the insurance company, the company must ensure that the chosen name complies with Chapter III of the Act respecting the legal publicity of enterprises 
This link will open in a new window, CQLR, c.P-44.1 (“Legal Publicity Act”), and provide proof that the name has been reserved with the Québec enterprise registrar (“REQ”). Moreover, the AMF will be required to review the authorization (s. 146, 1st par. (4) IA).
- Refer to the procedure Review in light of certain operations.
Amendment of the articles of a mutual-interest regulated business corporation
In addition to the amendments mentioned above, a mutual-interest regulated business corporation may 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 BCA or IA (s. 301, 1st par. IA).
However, any amendment to or cancellation of 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 (s. 301, 2nd and 3rd pars. IA).
A regulated business corporation is said to be a “mutual-interest” regulated business corporation 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 the holder of any other interest in its capital (s. 197 IA).
End of the insightAuthorization by the shareholders or mutual members
Under the first paragraph of section 241 BCA, an amendment to the articles must be authorized by special resolution of the shareholders or mutual members, unless otherwise provided in the BCA.
By that resolution, the shareholders or mutual members authorize a director or an officer of the corporation to sign the articles of amendment (s. 241, 2nd par. BCA). The shareholders or mutual members may, by the same resolution or by a separate special resolution, permit the board of directors not to proceed with the amendment (s. 241, 3rd par. BCA).
Under section 242 BCA, the board of directors of a corporation that has no shareholders or mutual members (for example, during the organization period prior to the issuance of shares) may make any amendment to the articles that would otherwise require authorization from shareholders or mutual members. In such a case, the board of directors authorizes a director or an officer of the corporation to sign the articles.
Contents of the application for permission to amend the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The application must contain the information prescribed by regulation of the Minister or the AMF, as the case may be: | s. 293 IA | n/a |
1.1 A description of the amendments; | s. 480 IA | n/a |
1.2 The objective of the amendments. | s. 480 IA | n/a |
Documents to be enclosed with the application for permission to amend the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application: | s. 294 IA | n/a |
1.1 The proposed articles of amendment; | s. 294(1) IA | n/a |
1.2 If the amendment is to the name of the corporation, the declaration required under section 8 BCA; | s. 243, 2nd par. (1) BCA | Provide proof that the name has been reserved with the REQ. |
1.3 The other documents prescribed by regulation of the Minister or the AMF, as the case may be: | s. 294(3) IA | n/a |
1.3.1 The constituting act of the company and amendments; | 3(1°) RALA | n/a |
1.3.2 A certified true copy of its by-law; | s. 3(3) RARI | n/a |
1.3.3 A certified true copy of the resolution adopted by the shareholders/mutual members of the company regarding the proposed amendments; | s. 480 IA and s. 241 BCA | This is an adaptation of s. 3(4) RARI based on s. 241 BCA. See the section below for the contents. |
1.3.4 The attestation by the secretary of the company that the special resolution was approved by at least two thirds of the votes cast by members/shareholders at the special meeting; | s. 480 IA and s. 241 BCA | This is an adaptation of s. 3(5) RARI based on s. 241 BCA. |
1.3.5
| s. 3(6) RARI | n/a |
| 2. The fees prescribed by government regulation. | s. 294(4) IA | Refer to the Fees and costs payable to the AMF section. |
Contents of the resolution
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The special resolution of shareholders/mutual members must authorize: | s. 241 BCA | n/a |
1.1 The amendment to the articles; | s. 241, 1st par. BCA | n/a |
1.2 A director or officer of the corporation to sign the articles of amendment; | s. 241, 2nd par. BCA | n/a |
1.3 Optional: The shareholders/mutual members may permit the board of directors not to proceed with the authorized amendment (a separate special resolution to that effect may also be made); | s. 241, 3rd par. BCA | n/a |
1.3.1 If a meeting is called: The resolution requires at least two thirds of the votes cast at the meeting by the shareholders/mutual members entitled to vote on the resolution. | s. 2 and s. 241, 1st par. BCA | n/a |
1.3.2 If there is no meeting: The resolution must be signed by all shareholders/mutual members entitled to vote on the resolution. | s. 2 and s. 241, 1st par. BCA | n/a |
B - Consolidation of articles
The board of directors of a corporation may consolidate the corporation's articles without shareholder or mutual member authorization. It is required to do so when the REQ so requests (s. 261, 1st par. BCA). The AMF may also order an insurance company to consolidate its articles (s. 297 IA).
The board of directors authorizes a director or an officer of the corporation to sign the articles of consolidation (s. 261, 2nd par. BCA).
When it consolidates the articles, the board of directors may make the changes of wording or form necessary to obtain a uniform mode of expression and presentation, and correct obvious reference, typographical, transcription and similar errors (s. 262 BCA).
Contents of the application for permission to consolidate the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The application must contain the information prescribed by regulation of the AMF: | s. 293 IA | n/a |
1.1 A description of any change resulting from the consolidation; | s. 480 IA | n/a |
1.2 The objective of the consolidation. | s. 480 IA | n/a |
Documents to be enclosed with the application for permission to consolidate the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application: | s. 294 IA | n/a |
1.1 The proposed consolidated articles; | s. 294(2) IA | n/a |
1.2 The other documents prescribed by regulation of the AMF: | s. 294(3) IA | n/a |
1.2.1 The constituting act of the company and amendments; | s. 3(1) RARI | n/a |
1.2.2 A certified true copy of its by-law; | s. 3(3) RARI | n/a |
1.2.3 A certified true copy of the resolution adopted by the company directors relating to the proposed amendments. | s. 480 IA | See the section below for the contents of the resolution. |
1.3 The fees prescribed by government regulation. | s. 294(4) IA | Refer to the Fees and costs payable to the AMF section. |
Contents of the resolution of the board of directors
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The resolution of the board of directors must authorize: | s. 261 BCA | n/a |
1.1 The consolidation of the articles; | s. 261, 1st par. BCA | n/a |
1.2 A director or officer of the corporation to sign the articles of consolidation. | s. 261, 2nd par. BCA | n/a |
C – Correction of articles
The articles of an insurance company may be amended to correct errors, irregularities or illegal provisions they contain (s. 246, 1st par. BCA). The amendment of the articles requires the AMF’s permission, the only exception being the correction of an obvious error (s. 291, 1st par. IA. A reference, typographical, transcription or similar error is considered an obvious error (s. 246, 2nd par. BCA).
Correction of an obvious error
An obvious error in the articles of the corporation is corrected by means of a correction request addressed to the REQ (s. 253, 1st par. BCA). The process is set out in sections 251 to 260 BCA.
An obvious error may also be corrected by articles of amendment in accordance with section 252 BCA, at the same time as a correction is made under that section (s. 253, 2nd par. BCA).
The REQ may, on its own initiative or at the request of any interested person, ask a corporation to correct an obvious error in the articles deposited in the enterprise register (s. 250 BCA).
End of the insightCorrections of an irregularity, illegal provision or error other than an obvious error
The board of directors of a corporation may, without the authorization of shareholders or mutual members, correct errors, irregularities and illegal provisions contained in the articles of the corporation (s. 251, 1st par. BCA). The board of directors authorizes a director or an officer of the corporation to sign the documents required to correct the articles (s. 251, 2nd par. BCA).
Under the first paragraph of section 252 BCA, these corrections are made by articles of amendment in accordance with sections 243 and 244 BCA.
Application filed with the AMF
The company must file an application for permission with the AMF to correct its articles (s. 292 IA), together with the required documents (see the checklists below). As needed, a correction request may also include a request to correct an obvious error (s. 253, 2nd par. BCA).
Rights of the creditors, the shareholders or the mutual members
Other documents must be filed with the request, depending on whether the requested correction will prejudice the rights of the creditors, the shareholders or the mutual members.
If there is no risk that the correction will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation, a declaration to that effect, signed by the director or officer authorized to sign it, must be filed with the articles of amendment (s. 252, 2nd par. BCA).
If the correction could be prejudicial to the rights of the shareholders or the mutual members, it may be authorized by a resolution of all the shareholders or the mutual members whose rights would be affected by the correction, including the shareholders or the mutual members not otherwise entitled to vote (s. 247, 2nd par. BCA). This resolution must be filed with the articles of amendment (s. 252, 2nd par. BCA).
Lastly, if the correction could be prejudicial to the rights of the creditors, the shareholders or the mutual members of the corporation and the shareholders have not authorized it, a judgment authorizing the correction must be filed with the articles of amendment (s. 247 and s. 252, 3rd par. BCA). In this situation, a corporation or any interested person may apply to the court for authorization to correct the articles of the corporation (s. 248, 1st par. BCA). The application must be notified to the REQ (s. 248, 2nd par. BCA). The court may make any order it thinks fit to correct the error, irregularity or illegality (s. 248, 3rd par. BCA).
Contents of the application for permission to correct the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The application must contain the information prescribed by regulation of the AMF: | s. 293 IA | n/a |
1.1 A description of the corrections; | s. 480 IA | n/a |
1.2 An explanation of the purpose of the correction, as needed. | s. 480 IA | n/a |
Documents to be enclosed with the application for permission to correct the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application: | s. 294 IA | n/a |
1.1 The proposed articles of amendment; | s. 294(1) IA; ss. 243 and 244 BCA | n/a |
1.2 The other documents prescribed by regulation of the AMF: | s. 294(3) IA | n/a |
1.2.1 The constituting act of the company and amendments; | s. 3(1) RARI | n/a |
1.2.2 A certified true copy of its by-law; | s. 3(3) RARI | n/a |
1.2.3 A certified true copy of the resolution adopted by the company directors relating to the proposed corrections; | s. 480 IA and s. 241 BCA | This is an adaptation of s. 3(4) RARI based on s. 241 BCA. |
1.3 Depending on the applicable situation: | s. 252 BCA | n/a |
There is no risk that the correction will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation: | ||
1.3.1 A declaration signed by the director or officer authorized to sign it stating that there is no risk that the correction will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation; | s. 252, 2nd par. BCA | n/a |
The correction could be prejudicial to the rights of the creditors, the shareholders or the mutual members of the corporation: | ||
1.3.2 A resolution of the shareholders/mutual members authorizing the correction; | s. 247, 2nd par. and s. 252, 2nd par. BCA | n/a |
1.3.3 A court order authorizing the correction; | ss. 247, 248 and 252, 3rd par. BCA | n/a |
1.4 The fees prescribed by government regulation. | s. 294(4) IA | n/a |
D - Cancellation of articles
A corporation’s articles and the related certificate may be cancelled if the articles were sent by mistake to the REQ, in the case of a business corporation, or to the AMF, in the case of a mutual company (s. 265, 1st par. BCA).
The cancellation of articles requires the AMF’s permission, except the cancellation of articles of amalgamation or continuance, which requires the Minister’s permission (s. 291, 3rd par. IA).
The board of directors may request the cancellation of the corporation’s articles and the related certificate if the articles were sent by mistake to the REQ or the AMF (s. 265, 1st par. BCA). The cancellation request must be authorized by a resolution of the corporation’s board of directors. The board of directors must also authorize a director or an officer of the corporation to sign the documents required to cancel the articles (s. 265, 2nd par. BCA).
Rights of the creditors, the shareholders or the mutual members
Different documents must be filed with the request depending on whether the requested cancellation will prejudice the rights of the creditors, the shareholders or the mutual members.
If there is no risk that the cancellation will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation, a declaration to that effect, signed by the director or officer authorized to sign it, must be filed with the cancellation request (s. 268, 2nd par. BCA).
If the correction could be prejudicial to the rights of the shareholders or the mutual members, it may be authorized by a resolution of all the shareholders or the mutual members whose rights would be affected by the cancellation, including the shareholders or the mutual members not otherwise entitled to vote (s. 266, 2nd par. BCA). This resolution must be filed with the cancellation request (s. 268, 2nd par. BCA).
Lastly, if the cancellation could be prejudicial to the rights of the creditors, the shareholders or the mutual members of the corporation and the shareholders or the mutual members have not authorized it, a judgment authorizing the cancellation must be filed with the request (s. 266 and s. 268, 3rd par. BCA). In this situation, a corporation or any interested person may apply to the court for authorization to cancel the articles of the corporation (s. 267, 1st par. BCA). The application must be notified to the REQ (s. 267, 2nd par. BCA). The court may make any order it thinks fit to correct the error, irregularity or illegality (s. 267, 3rd par. BC
Contents of the application for permission to cancel the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The application must contain the information prescribed by regulation of the AMF: | s. 293 IA | n/a |
1.1 The reasons provided to obtain the permission to cancel the articles; | s. 480 IA | n/a |
1.2 Specify if the cancellation of the articles will prejudice the rights of the creditors, the shareholders or the mutual members. | s. 480 IA | n/a |
Documents to be enclosed with the application for permission to cancel the articles
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application: | s. 294 IA | n/a |
1.1 The documents prescribed by regulation of the AMF: | s. 294(3) IA | n/a |
1.1.1 The constituting act of the company and amendments; | s. 3(1) RARI | n/a |
1.1.2 A certified true copy of its by-law; | s. 3(3) RARI | n/a |
1.1.3 A certified true copy of the resolution adopted by the company directors authorizing the cancellation of the articles; | s. 480 IA and s.241 BCA | This is an adaptation of s. 3(4) RARI based on s. 241 BCA. |
1.2 Depending on the applicable situation: | s. 268 BCA | n/a |
If there is no risk that the cancellation will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation: | ||
1.2.1 A declaration signed by the director or officer authorized to sign it stating that there is no risk that the cancellation will prejudice the rights of the creditors, the shareholders or the mutual members of the corporation; | s. 268, 2nd par. BCA | n/a |
If the cancellation could be prejudicial to the rights of the shareholders or the mutual members, but they have authorized it under section 266, 2nd par. BCA: | ||
1.2.2 A resolution of the shareholders/mutual members authorizing the cancellation; | s. 247, 2nd par. and s. 268, 2nd par. BCA | n/a |
If the cancellation could be prejudicial to the rights of the creditors or if the shareholders or the mutual members have not authorized it under section 266, 2nd par. BCA: | ||
1.2.3 A court order authorizing the cancellation; | ss. 266, 267 and 268, 3rd par. BCA | n/a |
1.3 The fees prescribed by government regulation. | s. 294(4) IA | n/a |
Contents of the directors’ resolution
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The resolution of the board of directors must authorize: | s. 265 BCA | n/a |
1.1 The cancellation of the articles and the related certificate; | s. 265, 1st par. BCA | n/a |
1.2 A director or an officer of the company to sign the documents required to cancel the articles. | s. 265, 2nd par. BCA | n/a |
Decision
Section 295 IA provides that, on receipt of the application and the required documents and fees, the AMF:
- 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 (s. 295(1) IA). The Minister may, if the Minister considers it advisable, grant an insurance company permission to cancel its articles of amalgamation or continuance (s. 296 IA);
- When the permission that must be requested is its own, grants the application if it considers it advisable (s. 295(2) IA).
The Minister or the AMF must send the corporation a document justifying the decision (s. 298 IA).
If the permission is granted, the articles will be sent to the REQ. The appropriate certificate will be issued (s. 472(2) BCA), unless the articles do not meet the requirements of section 474 BCA.
Coming into effect of the articles
Unless otherwise provided in the BCA, the articles of amendment are effective as of the date and, if applicable, the time shown on the certificate of amendment issued by the REQ or the AMF (s. 245 BCA).
A correction to the articles of a corporation is retroactive to the date and, if applicable, the time shown on the certificate issued by the REQ or the AMF in respect of the articles being corrected unless a judgment orders a later date and, if applicable, time (s. 249, 1st par. BCA).
474. The enterprise registrar refuses to issue the appropriate certificate if the articles:
1° do not contain the contents required by this Act; or
2° are not filed in the form prescribed by the Act respecting the legal publicity of enterprises (chapter P-44.1).
The enterprise registrar also refuses to issue such a certificate if:
1° the articles specify a corporation name that is not in compliance with paragraphs 1 to 6 and 8 of section 16;
2° the documents required by this Act have not been sent to the enterprise registrar; or
3° the fee set out in the Act respecting the legal publicity of enterprises has not been paid.
However, if the date or time on the certificate issued in respect of the articles is corrected, the correction is effective as of the corrected date or time, provided that date or time is later than the date on which the REQ or the AMF received the articles being corrected (s. 249, 2nd par. BCA).
The consolidated articles replace the articles as of the date and, if applicable, the time shown on the certificate of consolidation issued by the REQ or the AMF in accordance with Chapter XVIII of the BCA (s. 264 BCA).
the articles and the related certificate are cancelled by the issue of a certificate attesting the cancellation by the REQ or the AMF in accordance with Chapter XVIII of the BCA (s. 269 BCA).
Subject to the rights of third persons, the cancelled articles and the related certificate are deemed never to have existed (s. 270 BCA).
Fees and costs payable
Refer to the complete list of fees and costs payable to the AMF for more information.
Processing time
Except in specific circumstances, the AMF will process an application concerning the articles within 90 days from the date the application is completed.