Continuance under the laws of a juridiction other than Québec
Application
This section applies to insurance companies that wish to be continued under the laws of a jurisdiction other than Québec.
Under the first paragraph of section 196 IA, insurance companies are either:
- Business corporations constituted, continued or amalgamated under the BCA, or;
- Mutual companies.
Summary
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 BCA (s. 317, 1st par. IA).
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 (s. 317, 2nd par. IA).
The provisions relating to an application for continuance as an insurance company are found in sections 317 to 324 of the Insurers Act (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 the specifically provided exclusions (ss. 198, 199 and 200(2) to (4) IA). 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).
A mutual-interest regulated business corporation may not be continued under the laws of a jurisdiction other than Québec (s. 317, 3rd par. 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).
Under the first paragraph of section 318 IA, to obtain the Minister’s permission, an insurance company must file an application for permission with the AMF. An insurance company that applies for the Minister’s permission must prepare and file with the application for permission the following documents:
- The notice of intention to change the corporation’s home regulator described in section 150 IA (s. 319(1) IA));
- An application for permission (s. 318, 1st par. IA).
Notice of intention
The contents of a notice of intention to change the authorized insurer’s home regulator are set out in section 150 IA.
Application for permission
As the AMF is substituted for the enterprise registrar for the purposes of applying the BCA to mutual companies, the information to be included in and documents to be enclosed with the application will vary depending on whether the corporation that applies for continuance is a business corporation or a mutual company.
Application for permission filed by a business corporation
A business corporation that wishes to be continued under the laws of a jurisdiction other than Québec must:
- Under section 318 IA, file an application for the Minister’s permission with the AMF ;
- Show in the application 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 (s. 318, 2nd par. IA).
The documents that must be filed with the application are set out in section 319 IA.
Application for permission filed by a mutual company
A mutual company that wishes to be continued under the laws of a jurisdiction other than Québec must, pursuant to sections 318 IA and 297 BCA, file an application for permission from the Minister with the AMF.
The company must show in the application 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 (s. 318, 2nd par. IA));
- Once continued, it will remain a legal person, retain its rights and obligations as such and remain a party to any judicial or administrative proceeding to which it is a party (s. 300(1) BCA);
- It has complied with its obligations under the Act respecting the legal publicity of enterprises, c. P-44.1, (the “Legal Publicity Act”) (s. 300(2) BCA) .
The documents that must be filed with the application are set out in sections 319 IA and 299 BCA.
Checklists
The following checklists describe the information to be included in and documents to be enclosed with the notice of intention and the application for permission to change the home regulator (depending on whether the application is filed by a business corporation or a mutual company).
Notice of intention to change home regulator
Contents of the notice of intention
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The notice must include: | s. 150 IA | s.o. |
1.1 A description of the operation from which the change results; | s. 150(1) IA | n/a |
1.2 The name and address of the insurer; | s. 150(2) IA | n/a |
1.3 The title of and exact reference to the Act of the jurisdiction of the home regulator that will govern the insurer’s insurance activities following the change and the title of and exact reference to the Act of the jurisdiction that will govern the insurer’s affairs, if different; | s. 150(3) IA | n/a |
1.4 The location of the insurer’s proposed head office following the change, if different from that of its head office at the time the notice is sent; | s. 150(4) IA | n/a |
1.5 Any other information required by the AMF. | s. 150(5) IA | n/a |
Application for permission to change the home regulator
Contents of the application for permission
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The insurance company must file an application for the Minister’s permission with the AMF in which it must show that: | s. 318, 1st par. IA | n/a |
1.1 The holders of insurance contracts it has underwritten and its other creditors will not suffer injury as a result of the continuance. | s. 318, 2nd par. IA) | Also describe the impact of this continuance on the corporation’s insurer activities. |
Documents to be enclosed with the application
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application for permission: | 319 LA | n/a |
1.1 The notice of intention to change the corporation’s home regulator described in section 150 IA; | s. 319(1) IA | n/a |
1.2 If received, a confirmation of the applicable home regulator’s acceptance of the corporation’s application; | s. 480 IA | If not, describe the steps taken. |
1.3 A copy of the draft articles of continuance; | s. 480 IA | Refer to REQ Form RE-513 This link will open in a new window. |
1.4 A description of changes to the business plan, organizational structure, board of directors, auditor, actuary, etc., if applicable, following the continuance; | s. 480 IA | n/a |
1.5 The other documents prescribed by regulation of the Minister; | s. 319(3) IA | n/a |
1.6 The fees prescribed by government regulation for processing the application for continuance. | s. 319(4) IA | n/a |
Application filed by a mutual company
Contents of the application for permission
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The insurance company must file an application for the Minister’s permission with the AMF in which it must show that: | s. 318, 1st par. IA | n/a |
1.1 The holders of insurance contracts it has underwritten, its other creditors and its members will not suffer injury as a result of the continuance; | s. 318, 2nd par. IA | Also describe the impact of this continuance on the company’s insurer activities. |
1.2 Once continued, it will remain a legal person, retain its rights and obligations as such and remain a party to any judicial or administrative proceeding to which it is a party; | s. 300(1) BCA | n/a |
1.3 It has complied with its obligations under the Legal Publicity Act. | s. 300(2) BCA | n/a |
Documents to be enclosed with the application
| Information/Document | Source | Clarification by the AMF |
|---|---|---|
| 1. The following must be filed with the application for permission: | s. 319 IA | n/a |
1.1 The notice of intention to change the company’s home regulator described in section 150 IA; | s. 319(1) IA | n/a |
1.2 A certified copy of the federation’s resolution authorizing the mutual company that is a member of the federation to apply for the permission of the Minister of Finance; | s. 319(2) IA | n/a |
1.3 A declaration, signed by the director or officer authorized to sign it, attesting that the mutual members of the company will not suffer prejudice as a result of the continuance; | s. 299(1) BCA | n/a |
1.4 A certified copy of a special resolution of the mutual members that: | s. 299(2) BCA | n/a |
1.4.1 Authorizes the company to apply for continuance; | ss. 298, 1st par. and 299(2) BCA | n/a |
1.4.2 Authorizes a director or an officer of the company to sign the documents required for its continuance; | ss. 298, 2nd par. and 299(2) BCA | n/a |
1.4.3 May, by the same resolution or a separate special resolution, authorize the board of directors not to proceed with the continuance; | ss. 298, 3rd par. and 299(2) BCA | n/a |
1.5 If received, a confirmation of the applicable home regulator’s acceptance of the company’s application; | s. 480 IA | If not, describe the steps taken. |
1.6 A copy of the draft articles of continuance; | s. 480 IA | Refer to REQ Form RE-513 This link will open in a new window |
1.7 A description of changes to the business plan, organizational structure, board of directors, auditor, actuary, etc., if applicable, following the continuance; | s. 480 IA | n/a |
1.8 Any other document the Minister of Labour, Employment and Social Solidarity may require; | ss. 299(3) and 495 BCA | n/a |
1.9 The other documents prescribed by regulation of the Minister of Finance; | s. 319(3) IA | n/a |
1.10 The fees prescribed by the Legal Publicity Act; | s. 299(4) BCA | Do not enclose the payment; we will give you instructions at the appropriate moment. |
1.11 The fees prescribed by government regulation for processing the application for continuance. | s. 319(4) IA | n/a |
The AMF's report and the minister's decision
On receipt of the application and the required documents and fees, in addition to publishing the notice of intention in its Bulletin and reviewing the authorization under section 155 IA, the AMF must prepare a report on the reasons for granting or denying the application for permission (s. 320, 1st par. IA).
Among other things, the AMF 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 (s. 320, 2nd par. IA). The AMF then sends its report to the Minister of Finance, together with the application for permission and the accompanying documents (s. 321 IA).
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 BCA (s. 322, 1st par. IA).
In the case of a mutual company, pursuant to the second paragraph of section 322 IA, the Minister does not grant permission if:
- The continuance entails the demutualization of the mutual company;
- The continuance is likely to allow mutual members to appropriate the company’s surplus.
When ruling on an application by an insurance company, the Minister must send the company and the AMF a document attesting the decision (s. 323, 1st par. IA).
Issuance of certificate of discontinuance
If the Minister of Finance grants permission, the processing of the document attesting the decision varies depending on whether the insurance company is a business corporation or a mutual company.
Business corporation
Filing of an application with the Québec enterprise registrar (REQ)
The corporation must include the document attesting the Minister of Finance’s favourable decision with the application it sends to the enterprise registrar in accordance with section 297 BCA.
Consult sections 297 to 303 BCA for all the formalities relating to this REQ request.
If the enterprise registrar authorizes a corporation to apply for continuance, the enterprise registrar issues an authorization certificate to the corporation (s. 301 BCA).
On receipt of a document from the appropriate authority of a jurisdiction other than Québec attesting the continuance or any other conversion of a corporation under those laws, the enterprise registrar deposits the document in the enterprise register (s. 302, 1st par. BCA).
Certificate of discontinuance and coming into effect
The enterprise registrar then issues a certificate of discontinuance attesting that the corporation is continued under the laws of the jurisdiction concerned, stating the date and, if applicable, the time shown on the document received from the authority. The enterprise registrar deposits the certificate in the enterprise register and sends a copy to the corporation or the corporation's representative (s. 302, 2nd par. BCA).
An insurance company ceases to be regulated by Title III of the IA as of the date and, if applicable, the time shown on the certificate of discontinuance (s. 324, 1st par. IA).
The enterprise registrar sends the AMF a certified copy of the certificate of discontinuance that the registrar issued in respect of a business corporation (s. 324, 2nd par. IA)..
Mutual company
Processing of the application and certificate
If the Minister of Finance grants permission to apply for continuance under the laws of a jurisdiction other than Québec pursuant to s. 297 BCA, the AMF may grant the request for continuance of the company if, as set out in s. 300 BCA:
- The company shows in the request that, once continued, it will remain a legal person, retain its rights and obligations as such and remain a party to any judicial or administrative proceeding to which it is a party;
- The company has complied with its obligations under the Legal Publicity Act.
If the AMF authorizes a company to apply for continuance, the AMF issues an authorization certificate to the company (s. 301 BCA).
On receipt of a document from the appropriate authority of a jurisdiction other than Québec attesting the continuance or any other conversion of a mutual company under those laws, the AMF deposits the document in the enterprise register (ss. 200(1) IA and 302, 1st. par. BCA).
Certificate of discontinuance and coming into effect
The AMF then issues a certificate of discontinuance attesting that the mutual company is continued under the laws of the jurisdiction concerned, stating the date and, if applicable, the time shown on the document received from the authority of the jurisdiction concerned. The AMF deposits the certificate in the enterprise register and sends a copy to the mutual company or the mutual company's representative (s. 200(1) IA and ss. 302, 1st par. and 472 BCA).
A mutual company ceases to be regulated by Title III of the IA as of the date and, if applicable, the time shown on the certificate of discontinuance (s. 324, 1st 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.