Continuance as an insurance company
Application
This section applies to the following legal persons that wish to be continued as insurance companies under the IA:
- 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 (s. 303, 1st par. (1) IA)
- An authorized insurer constituted under a private Act of Québec (s. 303, 1st par. (2) IA)
Summary
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 (s. 303, 2nd par. IA).
Under section 304 IA, continuance as an insurance company requires a permission granted by the Minister. To obtain such permission, a legal person must:
- prepare the articles of continuance required to be filed under section 289 of the BCA (s. 304, 1st par. IA)
- file an application for continuance with the AMF (s. 304, 1st par. IA)
The provisions relating to an application for continuance as an insurance company are found in sections 303 to 316 of the Insurers Act 
This link will open in a new window, CQLR, c. A-32.1 (the “IA”).
The Business Corporations Act This link will open in a new window CQLR, c. S-31.1 (the “BCA”), applies on a suppletive basis, with the necessary modifications and subject to specifically provided exclusions (ss. 198, 199 and 200, pars. 2 to 4 AI). Moreover, for the purpose of applying the provisions of the BCA to mutual companies, the AMF is substituted for the enterprise registrar, except as regards maintaining a register (s. 200(1) IA).
If an authorized insurer files an application for continuance involving a change in the insurer’s home regulator or a change in juridical form, then the insurer must file a notice pursuant to section 150 or 151 IA, as the case may be. These changes will require a review of the authorization in accordance with subparagraphs 2 and 3 of the first paragraph of section 146 IA.
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 AMF (s. 306 IA).
Application for continuance as an insurnce company
A legal person that wishes to be continued as an insurance company must file an application for permission from the Minister with the AMF (s. 304, 1st par. IA).
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 (s. 304, 2nd par. IA).
Section 305 IA sets out the documents that must be filed with the application, namely:
- the articles of continuance and other documents that, under section 292 of the BCA, must be sent to the enterprise registrar;
- the other documents prescribed by regulation of the Minister;
- the fees prescribed by government regulation for processing the application for continuance.
Despite any provision to the contrary, an authorized insurer constituted under a private Act of Québec must also file a special resolution of its members authorizing it to apply for the Minister’s permission to be continued (s. 315 IA).
A legal person constituted under the laws of a jurisdiction other than Québec that is not an authorized insurer must, when filing an application for continuance, also file an application for authorization with the AMF (s. 306 IA).
Checklists
The following checklists describe the information to be included in, and documents to be enclosed with, the application for continuance and the articles of continuance.
Application for continuance
Contents of an application for continuance
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. A legal person that wishes to be continued as an insurance company must file an application for the Minister’s permission with the AMF; | s. 304, 1st par. IA | The application must describe the impact of the continuance on the legal person’s activities as an insurance company. |
| 2. 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. | s. 304, 2nd par. IA | n/a |
Documents to be enclosed with the application for continuance
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application for continuance: | s. 305, 1st par. IA | n/a |
| 2. The articles of continuance and other documents that, under section 292 of the BCA, must be sent to the enterprise registrar; | s. 304, 1st par. and s. 305(1) IA | See the following section for the articles of continuation checklist. |
| 3. The constituting act of the legal person and amendments; | s. 4(1) RARI | n/a |
| 4. A certified true copy of its by-law; | s. 4(3) RARI | n/a |
| 5. A certified true copy of the bord resolution of the legal person regarding its continuance as an insurance company under the IA; | s. 4(4) RARI | n/a |
| 6. A certified true copy of the special resolution of the shareholders authorizing the continuance; | s. 4(5) RARI | n/a |
| 7. A description of any change in the capital stock of the company; | S. 4(6) RARI | n/a |
| 8. A description of the composition and operation of the committee on ethics, the audit committee and any other proposed committee; | s. 1, 1st par. (3) RARI | See ss. 98 to 114 IA. Enclose the duly completed table “Composition of the Board of Directors (pdf - 23 KB)This link will open in a new windowUpdated on January 8, 2021Composition of the Board of Directors - Insurers” (see below). |
| 9. If the applicant is an authorized insurer constituted under a private Act of Québec: A special resolution of its members authorizing the application for permission; | s. 315 IA | n/a |
| 10. If the applicant is constituted under the laws of a jurisdiction other than Québec and is not an authorized insurer: An application for authorization with the AMF; | s. 306 IA | See the authorization procedure. |
| 11. Confirmation of whether the information contained in the AMF’s register of insurers is up to date or whether changes need to be made; | s. 177 IA | n/a |
| 12. The other documents prescribed by regulation of the Minister; | s. 305(2) IA | n/a |
| 13. The fees prescribed by government regulation for processing the application for continuance; | s. 305(3) IA | Refer to the section Fees and costs payable. |
Articles of continuance
Contents of the articles for continuance
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The articles of continuance must contain the provisions required to be set out in a corporation's articles of constitution, except the particulars concerning the founders. | s. 290, 1st par. BCA | For the articles of continuance, complete REQ Form RE-517: This link will open in a new window A guide is available on the same web page. |
Documents to be enclosed with the articles for continuance
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The list of the directors of the corporation and the notice of the address of the head office, required under section 8 BCA; these documents need not be filed if the initial declaration required under the Act respecting the legal publicity of enterprises (chapter P-44.1) is filed with the articles or if the legal person is already registered in accordance with that Act; | s. 291, 1st and 2nd pars. BCA | The notice of the address of the head office is to be enclosed, when required. Refer to the companion guide to Form RE-301 |
| 2. The declaration required under s. 8 BCA stating that reasonable means have been taken to ensure that the name chosen is in compliance with the law; | s. 291, 3rd par. (1) BCA | This declaration is provided at the end of Form RE-517 (see above). |
| 3. Any other document the Minister may require. | s. 291, 3rd par. (2) BCA | n/a |
The AMF's report and the minister's decision
Under section 307 IA, on receipt of the application for continuance and the required documents and fees, the AMF processes, if applicable, the application for authorization and prepares a report for the Minister. The report includes the reasons for granting or denying the application for continuance and the information from the report referred to in section 216 IA when processing an application to become regulated by Title III. Therefore, the AMF must assess consumer interest and the impact of the decision on the insurance market in Québec (s. 216, 1st par. IA). In the case of a business corporation, the report must also assess the competency and experience of its directors and officers (s. 216, 3rd par. IA).
The AMF must also ensure that the company’s proposed name complies with the requirements set out in the IA (s. 216, 2nd par. (4) IA). Those requirements are specified in sections 233 to 236 IA. Pursuant to section 198 IA, those provisions are supplemented by Division I of Chapter IV BCA (ss. 16 to 28). For the purpose of applying Division I of Chapter IV BCA, the AMF exercises the functions and powers conferred on the enterprise registrar (s. 233, 1st par. IA).
Once the report is completed, pursuant to section 308 IA, the AMF sends it to the Minister, together with the application for continuance and the accompanying documents, unless the AMF denies the application for authorization made, if applicable, in accordance with section 306 IA.
The Minister may, if the Minister considers it advisable, allow the continuance of the authorized insurer (s. 309 IA). When ruling on an application filed by an authorized insurer, the Minister must send the insurer and the AMF a document attesting the decision (s. 310 IA).
Pursuant to section 294 BCA, the rights, obligations and acts of a legal person continued as a corporation under the BCA, and those of the members of the legal person, are unaffected by the continuance. The continued corporation remains a party to any judicial or administrative proceeding to which the legal person was a party.
Lastly, under section 296 CBA, any participation issued by a legal person before the continuance is deemed to have been issued in accordance with the articles of the legal person and the BCA.
In the case of an authorized insurer constituted under a private Act of Québec, the Minister may require that the articles of continuance include “entrenched provisions,” i.e., the conditions or restrictions prescribed by that private Act if they are not prescribed by the IA (s. 316 IA).
Filing of articles and coming into effect
If the Minister’s permission is granted, the procedure for filing the articles of continuance with the Québec enterprise register (REQ) and issuing the certificate of continuance varies depending on whether the legal person is continued as a business corporation (1) or as a mutual company (2).
1. Legal person continued as a business corporation
Filing of articles with the REQ
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 (s. 311 IA).
When the articles of continuance of an authorized insurer continued as a business corporation are deposited in the enterprise register, the REQ sends a certified copy of them to the AMF (s. 313 IA).
Coming into effect
An authorized insurer becomes, as of the date and, if applicable, the time shown on the certificate of continuance issued by the REQ, a regulated business corporation (s. 312, 1st par. IA).
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 of section 312 IA, 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 BCA or the IA (s. 312, 2nd par. IA).
Pursuant to the 3rd paragraph of section 312 IA, 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.
2. Legal person continued as a mutual company
Processing of articles and filing with the REQ
Under the first paragraph of section 314 IA, on receipt of a document attesting the permission granted by the Minister for the continuance of an authorized insurer as a mutual company, the AMF processes the articles of continuance received and issues the appropriate certificate in accordance with Chapter XVIII of the BCA (ss. 468 to 484).
Therefore, on receiving the Minister’s document authorizing the continuance of the mutual company, the AMF:
- records the date of receipt of the articles: s. 472(1) BCA;
- issues the certificate of continuance: s. 472(2) BCA;
- assigns a date to the certificate of continuance: s. 472(2) BCA.
Under section 474 BCA This link will open in a new window the AMF will refuse to issue a certificate of continuance if the articles do not meet the requirements referred to in that section.
Once a certificate has been issued, the AMF sends a copy of the certificate and of the articles to the enterprise registrar, who deposits them in the REQ (s. 314, 1st par. IA).
The AMF sends a copy of the articles and the certificate to the company or its representative (s. 472(4) BCA). It also sends a copy of the certificate of continuance to the authority responsible for the administration of the Act that governed the legal person before its continuance (s. 295 BCA).
Coming into effect
The certificate of continuance issued by the AMF attests the continuance of a legal person as a mutual company governed by the IA and regulated by the BCA as of the date and, if applicable, the time shown on the certificate (s. 293, 1st par. BCA). As of that time, the articles of continuance are deemed to be the articles of constitution of the continued mutual company (s. 293, 2nd par. BCA).
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 (s. 314, 2nd par. IA).
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 send its report to the Minister of Finance within 90 days from the date the application is complete.