CIBC liquidations; insurer continuance and asset release

Summary#

This Canada Gazette notice (published December 18, 2021) carries several short corporate notices. It announces that CIBC Mortgage Corporation and Services Hypothécaires CIBC Inc. plan voluntary liquidation and dissolution, that Foresters Indemnity Company intends to seek continuance under the Canada Business Corporations Act, and that The Order of United Commercial Travelers of America intends to ask to release its Canadian assets.

What it does#

• CIBC Mortgage Corporation

  • Says the Minister of Finance approved letters patent dissolving the company on June 1, 2001.
  • States the company has given its property to its sole shareholder, Canadian Imperial Bank of Commerce (CIBC), and will seek final dissolution to take effect on or after March 4, 2022.
  • Says CIBC will pay any remaining obligations.

• Services Hypothécaires CIBC Inc.

  • Similar notice: ministerial approval for dissolution dated September 1, 2003.
  • Property has been transferred to CIBC, and final dissolution is to take effect on or after January 4, 2022.
  • CIBC will pay remaining obligations.

• Foresters Indemnity Company

  • Intends to apply on or after December 27, 2021 for a certificate of continuance so it can become a corporation under the Canada Business Corporations Act.
  • The notice invites objections to the Office of the Superintendent of Financial Institutions (OSFI) by December 27, 2021.

• The Order of United Commercial Travelers of America

  • Intends to apply on January 24, 2022 to the Superintendent of Financial Institutions (Canada) for an order allowing the release of assets it holds in Canada under the Insurance Companies Act.
  • Policyholders or creditors can file an opposition with OSFI by January 24, 2022.

Who's affected#

• Customers, creditors or policyholders of the four named entities may be affected or interested.
• The parent bank, Canadian Imperial Bank of Commerce (CIBC), is directly involved in the two CIBC-related dissolutions.
• People or organizations who want to oppose the Foresters Indemnity Company continuance or the Order of United Commercial Travelers of America asset release — there are listed deadlines and contact points for objections.
• It is not clear from the notice whether any wider public services or third parties will see immediate effects beyond those directly connected to these companies.

Why it matters#

• When a company is liquidated and dissolved, its legal existence ends and its assets move to shareholders; that can change who handles outstanding claims or payments.
• Transfers of property to a parent bank mean that customers or creditors may need to deal with the parent for remaining obligations.
• A certificate of continuance changes which corporate law governs a company. That can affect corporate governance, filings and where legal claims are made.
• A release of assets by an insurer could affect policyholders or creditors if it reduces assets available in Canada; the notice provides a chance to oppose that step by the January 24, 2022 deadline.
• Deadlines given in the notices are short; affected parties should act quickly if they intend to object.