Definity Financial seeks continuance under CBCA

Summary#

This notice says that Definity Financial Corporation plans to ask the federal government for permission to continue as a company under the Canada Business Corporations Act. The company intends to make that request to the Minister of Finance on or after February 6, 2023; the notice was published on January 7, 2023 and does not mean approval has been granted.

What it does#

• Announces that Definity Financial Corporation will apply for ministerial approval to apply under the Canada Business Corporations Act for a certificate of continuance.
• Notes the company is currently governed under the Insurance Companies Act, and the continuance would move it from that regime to the Canada Business Corporations Act if approved.
• Makes clear that publication of the notice is not approval. Any approval depends on the normal review under the Insurance Companies Act and the discretion of the Minister of Finance.

Who's affected#

• Shareholders and creditors of Definity Financial Corporation.
• Customers and policyholders of the company.
• Company employees and business partners.
• Federal regulators who oversee insurance and corporate law.
  The notice does not list specific actions for these groups, so it is unclear exactly what each would experience from the change.

Why it matters#

• Moving a company from the Insurance Companies Act to the Canada Business Corporations Act changes which federal law governs its corporate rules.
• That can affect corporate governance, reporting requirements and certain legal rights of shareholders and others.
• Because this is an intent to apply, not an approval, there is no immediate legal change — any real effects depend on the outcome of the review and the Minister’s decision.