Review in light of certain operations (ss. 146-158 IA)
Application
This section applies to a review of authorization that the AMF is required to perform on being notified by an authorized insurer of any of the following operations:
A) Amalgamation with another legal person;
B) Change as to its home regulator;
C) Change of juridical form or transmission of patrimony or part of it due to a division (through an operation other than those referred to in A or B);
D) Change of name;
E) For authorized Québec insurers only:
- Becoming, or ceasing to be, the holder of control of a group; or
- In the case either of the following events has a significant effect on it:
- Acquisition or transfer of assets by the insurer or by a group of which it is the holder of control;
F) For mutual companies that are subject to the Insurers Act and members of a federation:
- Withdrawal from the federation.
The provisions relating to an application for review of authorization in light of certain operations are found in sections 146 to 158 of the Insurers ActThis link will open in a new window (IA) (CQLR, c. A-32.1)
Notice of intention
Under section 148 of the Insurers Act This link will open in a new window, an authorized insurer must inform the AMF of its intention to carry out one or more operations giving rise to a review not later than the 30th day before the operation or, in the case of more than one operation, before the first operation, by filing a notice with the AMF in the form determined by the AMF.
Sending of a notice of intention
The sending of a notice of intention does not relieve the insurer of its obligation to file an application for revocation if the operation giving rise to a review involves the voluntary revocation of an authorization, nor does it relieve the insurer of its obligation to file an application for authorization, if the operation involves the carrying on of an activity requiring the AMF’s authorization, when the insurer does not have it (s. 157 IA).
On receipt of a notice referred to in the first paragraph of section 148 or, if the Authority receives it before the expiry of the time limit specified in that section, not later than the 30th day before an operation provided for in the first paragraph of that section, the AMF publishes it in its Bulletin (s. 155, 1st par. IA), except in the case of a notice of intention to carry out one of the operations referred to in E, namely, an acquisition or transfer of assets having a significant effect on an authorized Québec insurer or in the case of such an insurer becoming or ceasing to be a holder of control of a group (s. 155, 3rd par. IA).
The information in the notice varies depending on the operation giving rise to a review.
Checklists
The following checklists indicate the information to be included in the notice of intention and the required documents for each operation referred to in section 146 of the Insurers Act.
- A – Amalgamation of the authorized insurer with another legal person (s. 146, 1st par. (1) IA)
- B – Change as to the insurer’s home regulator (s. 146, 1st par. (2) IA)
- C – Change of juridical form or transmission of its patrimony or part of it due to a division (s. 146, 1st par. (3) IA)
- D – Change of name (s. 146, 1st par. (4) IA)
- E – Control and acquisition or transfer of assets (s. 146, 1st par. 1 (5) IA))
- F – Withdrawal by a mutual company from a federation (s. 146, 1st par. (6) IA)
A - Amalgamation of the authorized insurer with another legal person (s. 146, 1st par. (1) IA)
In the case of an amalgamation involving more than one authorized insurer, a joint notice may be filed (s. 149, 3rd par. IA).
Information to be included in the notice of intention – Amalgamation with another legal person
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The name and address of each of the legal persons proposing to amalgamate; | s. 149 (1) IA | n/a |
2. The proposed name of the legal person resulting from the amalgamation; | s. 149 (2) IA | n/a |
3. The juridical form of the legal person resulting from the amalgamation; | s. 149 (3) IA | n/a |
4. The classes of activities carried on by all the authorized insurers proposing to amalgamate; | s. 149( 4) IA | n/a |
5. A statement specifying that the legal person resulting from the amalgamation will carry on activities in the same classes as the authorized insurers proposing to amalgamate or specifying the classes of activities for which the legal person resulting from the amalgamation intends to apply for the AMF’s authorization or those for which it intends to apply to have the authorization revoked; | s. 149 (5) IA | n/a |
6. The location of the proposed head office of the legal person resulting from the amalgamation; | s. 149 (6) IA | n/a |
7. Any other information required by the AMF. | s. 149 (7) IA | Include communications informing insureds of the amalgamation; Explain any changes made to the insurance policies; Specify the steps taken with the Groupement des assureurs automobiles (GAA) This link will open in a new window if automobile insurance activities are authorized. |
Documents to be enclosed with the notice of intention – Amalgamation with another legal person
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. A document including the same information as that required for an initial application for authorization for the legal person resulting from the amalgamation, i.e.: | s. 149, 2nd par. IA | This information is set out in s. 30 IA. |
1.1 The name it intends to use in Québec if different from the name of the legal person resulting from the amalgamation; | s. 30, 3rd par. (1) IA | n/a |
1.2 The address of the head office of the legal person resulting from the amalgamation and, if its head office is not in Québec, the address of its principal establishment in Québec; | s. 30, 3rd par. (1) IA | If there is no establishment in Québec, an attorney must be designated (see 1.8). |
1.3 The classes of activities for which the legal person resulting from the amalgamation intends to apply for the AMF’s authorization and, if applicable, the conditions and restrictions it wishes to have attached to the authorization; | s. 30, 3rd par. (2) IA | n/a |
1.4 The name and address of the actuary and the auditor of the legal person resulting from the amalgamation; | s. 30, 3rd par. (3) IA | Refer to s. 116 IA, for the qualifications. Add telephone no. and e-mail address. |
1.5 Except in the case of a self-regulatory organization or reciprocal union, a description of the financial structure of the legal person resulting from the amalgamation; | s. 30, 3rd par. (4) (a) IA | A detailed organization chart of the ownership structure (including percentages), presenting its parent and all members of the group. See also 1.9. |
1.6 If applicable, the name and address of each holder of a significant interest in the decisions of the legal person resulting from the amalgamation, as well as a description of that interest, except inn the case of a self-regulatory organization or reciprocal union; | s. 30, 3rd par. (4) (b) IA | Refer to s. 10 IA, for the definition of “significant interest.” |
1.7 If the legal person resulting from the amalgamation is not a Québec insurer, the name of the regulatory authority of its domicile (home regulator); | s. 30, 3rd par. (5) IA | Section 31, 1st par. IA: “The home regulator of an insurer is the competent authority with respect to the insurer’s insurer activities, under the laws of the jurisdiction whose legislation governs the insurer’s constituting act.” |
1.8 If applicable, the name and address of the attorney of the legal person resulting from the amalgamation designated under section 26 of the Act respecting the legal publicity of enterprises (Legal Publicity Act); | s. 30, 3rd par. (6) IA | Section 26 of the Legal Publicity Act states: “A registrant who is neither domiciled nor has an establishment in Québec must designate an attorney residing in Québec, unless exempted from that requirement by regulation of the Minister.” |
1.9 If it belongs to a financial group, the name under which the group is known, if any, and, if applicable, the names of the other financial institutions that belong to the group; | s. 30, 3rd par. (7) IA | Refer to ss. 3 and 4 IA, for the definition of “financial institution” and s. 16 IA, for “financial group.” These institutions must appear in the organization chart (also see 1.5). |
1.10 The other information prescribed by regulation of the AMF. | s. 30, 3rd par. (8) IA | No other information prescribed by regulation. |
2. The same documents that must be filed with an initial application for authorization relating to the legal person resulting from the amalgamation, i.e.: | s. 149, 2nd par. IA | These documents are set out in s. 34 IA. |
2.1 A list of the directors and officers of the legal person resulting from the amalgamation, including their names and domiciliary addresses; | s. 34 (1) IA | Including a senior management organization chart. |
2.2 The résumé of each director and officer of the legal person resulting from the amalgamation; | s. 34 (2) IA | n/a |
2.3 A copy of the legal person’s constituting act and by-laws or of any other document established for the same purposes; | s. 34 (3) IA | For the legal person resulting from the amalgamation, if the articles are not finalized, provide the draft version of the articles of amalgamation. The final version of the articles must be submitted following the amalgamation. |
2.4 If applicable, a copy of the legal person’s audited financial statements for its most recent fiscal year ended and the financial statements it is required to file with its home regulator, to the extent and in the manner that may be determined by regulation of the AMF; | s. 34 (4) IA | n/a |
2.5 A three-year business plan that specifies, in particular: | ss. 34 (5) and 33 1st par. (2) IA | In addition to the information set out in the other items, the business plan must contain:
|
2.5.1 The means by which the legal person will deal with clients for the insurance contracts it intends to underwrite; | s. 34 (5) IA |
|
2.5.2 The activities it will carry on; | s. 34 (5) IA |
|
2.5.3 If applicable, the activities it carries on or will carry on outside Québec; | s. 34 (5) IA |
|
2.6 The other documents prescribed by regulation of the AMF; | s. 34 (6) IA | n/a |
3. The investment policy | ss. 82 and 480 IA | Provide a copy of the policy. |
4. Confirmation of membership in a compensation body recognized by the AMF or undertaking to become a member. | ss. 89 and 480 IA | n/a |
5. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are prescribed by regulation for the time being. |
B – Change as to the insurer’s home regulator (s. 146, 1st par. (2) IA)
“The home regulator of an insurer is the competent authority with respect to the insurer’s insurer activities, under the laws of the jurisdiction whose legislation governs the insurer’s constituting act.” (s. 31, 1st par. IA)
However, in the case of a reciprocal union, the union’s home regulator is the AMF, unless the contract to which each person in the union is a party designates another competent authority as such and the latter authority has issued a licence to the union or granted it an authorization similar to that granted by the AMF under this Act (s. 31, 2nd par. IA).
A change as to the home regulator may be the result, in particular, of a continuance or another operation of the same nature (s. 146, 1st par. (2) IA).
Information to be included in the notice of intention – Change as to the home regulator
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. A description of the operation from which the change results; | s. 150 (1) IA | n/a |
2. The name and address of the insurer; | s. 150 (2) IA | n/a |
3. The title of and exact reference to the Act of the jurisdiction of the home regulator that will, following the change: | s. 150 (3) IA | n/a |
3.1 govern the insurance activities; | s. 150 (3) IA | n/a |
3.2 govern the insurer’s affairs, if different; | s. 150 (3) IA | n/a |
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 |
5. Any other information required by the AMF. | s. 150 (5) IA | n/a |
Contents of the notice of intention – Change as to the home regulator
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are provided for in the regulations for the moment. |
C - Change of juridical form or transmission of its patrimony or part of it due to a division (s. 146, 1st par. (3) IA)
The operation must be an operation not referred to in subparagraph 1 or 2 of the first paragraph of section 146 IA. Such an operation is therefore one that is not an amalgamation, continuance or operation of the same nature as a continuance and that allows an insurer to change its juridical form or transmit part of its patrimony after having divided it. In Québec, an operation like the one referred to section 151 IA would likely require a private Act. However, such an operation is possible under the laws of jurisdictions other than Québec.
A change of juridical form may involve, for example, changing from a mutual company to a business corporation. In practice, a division of patrimony should be a very rare occurrence.
Information to be included in the notice of intention - Change of juridical form or transmission of patrimony
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1.1 A description of the proposed operation;; | s. 151, 1st par. (1) IA | n/a |
1.2 If applicable, the authorized insurer’s new juridical form following the operation; | s. 151, 1st par. (2) IA | n/a |
1.3 The title of and exact reference to the Act that will govern the authorized insurer’s affairs following the operation; | s. 151, par. 1 (2), IA | n/a |
1.4 If applicable, the names and addresses of all the groups, other than the authorized insurer, involved in the operation; | s. 151, 1st par. (3) IA | n/a |
1.5 The location of the authorized insurer’s proposed head office following the operation, if different from that of its head office at the time the notice is sent; | s. 151, 1st par. (4) IA | n/a |
1.6 Any other information required by the AMF. | s. 151 (5) IA | n/a |
Documents to be enclosed with the notice of intention - Change of juridical form or transmission of patrimony
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. A document including the same information as that required to be included in an initial application, for each legal person that will carry on insurer activities in Québec following the operation. This information is as follows: | s. 151, 2nd par. IA | This information is set out in s. 30 IA. |
1.1 The name it intends to use in Québec, if different from the name of the legal person resulting from the operation; | s. 30, 3rd par. (1) IA | n/a |
1.2 The address of the head office of the legal person resulting from the operation and, if its head office is not in Québec, the address of its principal establishment in Québec; | s. 30, 3rd par. (1) IA) | If there is no establishment in Québec, an attorney must be designated (also see 1.8). |
1.3 The classes of activities for which the legal person resulting from the operation intends to apply for the AMF’s authorization and, if applicable, the conditions and restrictions it wishes to have attached to the authorization; | s. 30, 3rd par. (2) IA | n/a |
1.4 The name and address of the actuary and the auditor of the legal person resulting from the operation; | s. 30, 3rd par. (3) IA | Refer to s. 116 IA, for the qualifications. Add telephone no. and e-mail address. |
1.5 Except in the case of a self-regulatory organization or reciprocal union, a description of the financial structure of the legal person resulting from the operation; | s. 30, 3rd par. (4) (a) IA | A detailed organization chart of the ownership structure (including percentages), presenting its parent company and all members of the group (also see 1.9). |
1.6 If applicable, the name and address of each holder of a significant interest in the decisions of the legal person resulting from the operation, as well as a description of that interest, except in the case of a self-regulatory organization or reciprocal union; | s. 30, 3rd par. (4) (b) IA | Refer to s. 10 IA, for the definition of “significant interest”. |
1.7 If the legal person resulting from the operation is not a Québec insurer, the name of the regulatory authority of its domicile (home regulator); | s. 30, 3rd par. (5) IA | Section 31, 1st par. IA: “The home regulator of an insurer is the competent authority with respect to the insurer’s insurer activities, under the laws of the jurisdiction whose legislation governs the insurer’s constituting act.” |
1.8 If applicable, the name and address of the attorney of the legal person resulting from the operation designated under section 26 of the Act respecting the legal publicity of enterprises This link will open in a new window; | s. 30, 3rd par. (6) IA | Section 26 of this Act states: “A registrant who is neither domiciled nor has an establishment in Québec must designate an attorney residing in Québec, unless exempted from that requirement by regulation of the Minister.” |
1.9 If it belongs to a financial group, the name under which the group is known, if any, and, if applicable, the names of the other financial institutions that belong to the group; | s. 30, 3rd par. (7) IA | See ss. 3 and 4 IA, for the definition of “financial institution” and s. 16 IA for the definition of “financial group”. These institutions must appear in the organization chart (see 1.5). |
1.10 The other information prescribed by regulation of the AMF. | s. 30, 3rd par. (8) IA | No other information prescribed by regulation. |
2. If required by the AMF, the same documents that must be enclosed with an initial application for authorization for the legal person resulting from the operation, namely: | s. 151, 2nd par. IA | These documents are those prescribed in s. 34 IA (documents 2.1 to 5, hereafter). Do not enclose them with the application. The AMF will request them if necessary. |
2.1 A list of the directors and officers of the legal person resulting from the operation, including their names and domiciliary addresses; | s. 34 (1) IA | Including a senior management organization chart. |
2.2 The résumé of each director and officer of the legal person resulting from the operation; | s. 34 (2) IA | n/a. |
2.3 A copy of the legal person’s constituting act and by-laws or of any other document established for the same purposes; | s. 34 (3) IA | For the legal person resulting from the operation, if the articles have not been finalized, provide the draft version of the articles of amalgamation. The final version of the articles will have to be submitted following the operation. |
2.4 If applicable, a copy of the legal person’s audited financial statements for its most recent fiscal year ended and the financial statements it is required to file with its home regulator, to the extent and in the manner that may be determined by regulation of the AMF; | s. 34 (4) IA | n/a |
2.5 A three-year business plan that specifies, in particular: | ss. 34 (5) and 33, 1st par. (2) IA | In addition to the information prescribed in the other items, the business plan must contain:
|
2.5.1 The means by which the legal person will deal with clients for the insurance contracts it intends to underwrite; | s. 34 (5) IA |
|
2.5.2 The activities it will carry on; | s. 34 (5) IA |
|
2.5.3 If applicable, the activities it carries on or will carry on outside Québec; | s. 34 (5) IA |
|
2.6 The other documents prescribed by regulation of the AMF; | s. 34 (6) IA | n/a |
3. The investment policy; | ss. 82 and 480 IA | Provide a copy of the policy. |
4. Confirmation of membership in a compensation body recognized by the AMF or undertaking to become a member. | ss. 89 and 480 IA | n/a |
5. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are prescribed by regulation for the time being. |
D - Change of name (s. 146, 1st par. (4) IA)
Information to be included in the notice of intention – Change of name
Information to be included in the notice of intention – Change of name
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The proposed name of the authorized insurer; | s. 152 IA | n/a |
2. Its current name; | s. 152 IA | n/a |
3. Its address. | s. 152 IA | n/a |
Documents to be enclosed with the notice of intention - Change of name
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are prescribed by regulation for the time being. |
E - Control and acquisition or transfer of assets (s. 146, 1st par. 1 (5) IA)
Becoming, or ceasing to be, the holder of control of a group
The concept of control is defined in sections 9 and following of the Insurers Act This link will open in a new window. An authorized Québec insurer must file a notice of its intention to become, or cease to be, the holder of control of a group as soon as there will be control or, cessation of control, within the meaning of those sections.
Acquisition or transfer of assets
An acquisition or transfer of assets must have a significant effect on the insurer to require a notice of intention (s. 146, 1st par. (5) IA). An acquisition or transfer is deemed to not have a significant effect on an insurer if the resulting variation in the value of its assets does not exceed 5% (s. 147, 1st par. IA). The variation in the value of the insurer’s assets is established in relation to the value of those assets at the end of the fiscal year preceding the acquisition or transfer (s. 147, 2nd par. IA).
An acquisition or transfer assets may be made by the insurer or a group of which it is the holder of control (s. 146, 1st par. (5) IA). The second paragraph of section 146 creates a presumption according to which an authorized Québec insurer’s ceasing to be the holder of control of a group is deemed to be a transfer, by the group, of all its assets.
- Only authorized Québec must file a notice of intention to carry out either operation referred to in subparagraph 5 of the first paragraph of section 146 of the Act;
- Unlike other notices of intention, the notice filed under this provision will not be published in the AMF Bulletin (s. 155, 3rd par. IA).
Calculating significant effect
For an operation to be deemed to have a significant effect, the resulting variation in the value of assets must exceed 5%. Significant effect must be calculated as follows:
A : The authorized insurer’s assets at the end of the fiscal year preceding the acquisition or transfer;
B : Assets acquired or transferred in the transaction;
B / A = over 5%
- To determine the value of B, the amount of the consideration must not be taken into account. For example, if immovable property valued at $400,000 is acquired for a cash consideration of $400,000, the value of B will be $400,000 (i.e., the value of the asset acquired).
- When a series of operations during a 12-month period results in a variation in excess of the 5% threshold, the insurer must notify the AMF, which will then review the authorization.
Information to be included in the notice of intention – Control / Acquisition or transfer of assets
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. A description of the proposed acquisition or transfer, in particular, a description of the assets to be acquired or transferred by the insurer or the group of which it is the holder of control; | s. 153 (1) IA |
|
2. The names and addresses of the parties to the acquisition or transfer; | s. 153 (2) IA | If the transaction is with one or more restricted parties, confirm compliance with s. 108 IA (dealing at arm’s length). |
3. Any other information required by the AMF. | s. 153 (3) IA | If acquisition or transfer of assets:
If acquisition or transfer of control of a group:
|
Documents to be enclosed with the notice of intention – Control / Acquisition or transfer of assets
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are prescribed by regulation for the time being. |
F - Withdrawal by a mutual company from a federation (s. 146, 1st par. (6) IA)
Information to be included in the notice of intention – Withdrawal from a federation
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The name and address of the mutual company that wishes to withdraw from the federation; | s. 154 IA | n/a |
2. The name of the federation and the address of its head office; | S. 154 IA | n/a |
3. Any other information required by the AMF. | S. 154 IA | Demonstrate the impact on the Federation following the withdrawal. |
Documents to be enclosed with the notice of intention - Withdrawal from a federation
Information/Documents | Source | Clarification by the AMF |
---|---|---|
1. The fees and charges prescribed by government regulation. | s. 148, 2nd par. IA | No fees are prescribed by regulation for the time being. |
Only mutual companies that are subject to the Insurers Act must file a notice of intention to withdraw from a federation.
End of the warningReview of authorization
On receipt of a notice referred to in the first paragraph of section 148 or, if the Authority receives it before the expiry of the time limit specified in that section, not later than the 30th day before an operation provided for in the first paragraph of that section and, if applicable, the required documents, the AMF publishes the notice in its bulletin (except for an authorized Québec insurer, in the case of an acquisition of assets, transfer of assets or its becoming, or ceasing to be, a holder of control of a group) and reviews the authorization it has granted to the insurer (s. 155, 1st and 3rd pars. IA).
Following this review, the AMF may:
- Maintain the authorization (s. 155, 1st par. IA);
- To maintain its authorization, require any undertaking it considers necessary to ensure compliance with the Act (s. 155, 2nd par. IA);
- Impose conditions or restrictions (s. 156 IA), see other authorization procedure;
- Revoke or suspend the authorization (s. 156 IA), see other revocation procedure.
Unless the AMF considers that it must revoke or suspend an insurer’s authorization, that authorization becomes the authorization of the insurer resulting from the operation, with any conditions and restrictions the AMF may attach to it (s. 156 IA).
Section 158 IA indicates the provisions applicable under certain circumstances:
- The granting of the authorization (with or without an undertaking) is governed by Chapter II (ss. 21 to 44 IA). In particular, the AMF ensures compliance with the criteria for granting authorization set out in section 39 IA; (if necessary, refer to the section Granting of authorization to carry on insurer activities in Québec);
- The revocation or suspension of, and the attachment of conditions or restrictions to, the authorization are governed by Chapter X (ss. 159 to 175 IA);
If the operation giving rise to a review involves a voluntary revocation of an authorization, then the insurer must file an application for revocation (s. 157 IA):
- Refer to the procedure “Voluntary revocation of authorization”.
If the operation involves the carrying on of an activity requiring the AMF’s authorization, when the insurer does not have it, then the insurer must file an application to carry on the new activity (s. 157 IA):
- Refer to the procedure "Authorization to expand activities"
When the AMF rules on an application for review filed by an authorized insurer, it notifies the insurer in writing of its decision.
Fees and costs payable
None for the time being.
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 rule on the review of an authorization in light of certain operations within 90 days from the date the application is complete.