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Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1In this Act

“affiliated” has the same meaning as in section 1 of the Business Corporations Act;(affilié)

“associated corporation” means a corporation that is a member of an association;(corporation associée)

“association” means an association that has been in continuous existence for at least one year;(association)

“Minister” means the Minister of Justice and includes any person designated by the Minister to act on the Minister’s behalf;(Ministre)

“owner” means(propriétaire)

(a) a corporation which owns all of the issued voting shares of a special insurance company,

(b) a group of affiliated corporations each of which owns issued voting shares of a special insurance company and which between them own all of the issued voting shares of the company,

(c) a group of qualifying corporations each of which owns issued voting shares of a special insurance company and which between them own all of the issued voting shares of the company,

(d) a group of associated corporations each of which owns issued voting shares of a special insurance company and which between them own all of the issued voting shares of the company,

(e) an association which owns all of the issued voting shares of a special insurance company, and

(f) any other owner defined by regulation;

“qualifying corporation” means a corporation that each year spends at least an amount prescribed by regulation on insurance premiums; (corporation admissible)

“risks of its owner” includes(risques de son propriétaire)

(a) in relation to any corporation, risks of affiliated corporations,

(b) in relation to an association, risks of members of the association,

(c) risks of other persons defined by regulation, and

(d) in all cases, risks of the officers, directors, employees, agents and independent contractors of the owner or of a person mentioned in paragraphs (a) to (c), while acting on behalf that owner or person;

“special insurance company” means a company incorporated to insure the risks of its owner;(compagnie d’assurance spéciale)

“Superintendent” means the Superintendent of Insurance appointed under section 3 of the Insurance Act.(surintendant)

2006, c.16, s.171; 2012, c.39, s.139

Application for incorporation or continuation

2(1)A person may submit to the Superintendent an application for the incorporation of a special insurance company or for the continuance of a body corporate into New Brunswick as a special insurance company.

2(2)An applicant under subsection (1) shall provide such information as the Superintendent requires.

Incorporation and continuation

3(1)On the recommendation of the Superintendent, the Minister may issue letters patent

(a) incorporating a special insurance company, or

(b) continuing into New Brunswick as a special insurance company a body corporate from another jurisdiction.

3(2)A company incorporated or continued as a special insurance company is a body corporate and politic organized under the laws of New Brunswick for the purpose and objects of carrying on the business of a special insurance company.

3(3)The business of a special insurance company is limited to the business of insuring the risks of its owner and providing risk management services in relation to those risks.

3(4)A special insurance company has, subject to this Act, to its charter and to any terms, conditions or restrictions imposed by a licence under this Act, all the capacity, rights, powers and privileges of a natural person, including the capacity, while it holds a licence under this Act, to carry on its business in any jurisdiction outside New Brunswick to the extent that the laws of that jurisdiction permit.

3(5)A special insurance company shall not exercise any of its powers or carry on any activities contrary to this Act, to its charter or to any term, condition or restriction imposed by a licence under this Act.

3(6)No act of a special insurance company, including a transfer of property by or to the company, is invalid by reason only of the fact that it is contrary to the company’s charter.

Companies Act

4(1)Subject to this Act and the regulations, the Companies Act applies to a special insurance company.

4(2)Without the approval of the Superintendent, a special insurance company may not apply under the Companies Act for supplementary letters patent or to be continued under the laws of another jurisdiction.

4(3)Subject to the regulations, voting shares in a special insurance company may not be issued or transferred without the approval of the Superintendent if the issue or transfer is to a person who did not own issued voting shares when a licence under section 8 was last granted to the company.

Corporate name

5(1)The words “special insurance” or a form of those words shall be part of the corporate name of a special insurance company.

5(2)No person except a special insurance company shall use the words “special insurance” or a form of those words as part of its corporate name or its business name within New Brunswick, except with the approval of the Superintendent.

Resident Director

6At least one director of a special insurance company must be a resident of New Brunswick.

Insurance Act

7The following provisions of the Insurance Act apply to a special insurance company:

(a) those provisions that are applied by regulation, with such modifications as the regulations may make, and

(b) those provisions that the Superintendent requires the company to comply with by terms and conditions imposed in a licence.

Licences

8(1)A special insurance company may apply to the Superintendent for a licence to carry on any class of insurance except a class excluded by the regulations.

8(2)The special insurance company shall provide to the Superintendent such information as the Superintendent may require concerning

(a) the solvency, assets and liquidity of the company,

(b) the nature of the risks to be insured,

(c) the persons by whom the business will be conducted,

(d) the arrangements, if any, to be made with other insurers, including insurers licensed under the Insurance Act, in relation to any risks,

(e) the soundness of the company’s plan of operation,

(f) the adequacy of the loss prevention programs relating to the persons whose risks are to be insured, and

(g) any other matter the Superintendent considers relevant.

8(3)The Superintendent may grant or refuse to grant a licence, and if a licence is granted, the Superintendent may impose terms, conditions and restrictions relating to the matters referred to in subsection (2) and other matters.

8(4)The Superintendent shall not grant a licence in relation to a class of insurance unless satisfied

(a) that the company will be able to meet its policy obligations in relation to that class of insurance, and

(b) if regulations have established standards or requirements relating to any matter referred to in subsection (2), that the company meets those standards and requirements.

8(5)The Superintendent may amend the terms, conditions and restrictions imposed in a licence.

8(6)A licence granted under this section expires on the date stated in the licence.

Reporting and Supervision

9(1)A special insurance company shall file annually with the Superintendent, in the form that the Superintendent requires,

(a) a financial statement audited by an auditor approved by the Superintendent, and

(b) an actuarial statement prepared by an actuary or other person or class of person approved by the Superintendent.

9(2)The Superintendent may at any time require information from a special insurance company or from any owner of the company concerning the financial situation of the company or the conduct of its business, and the person from whom the information is required shall provide the information fully, promptly and in the manner required by the Superintendent.

9(3)The Superintendent or a person appointed by the Superintendent may attend the premises of a special insurance company during normal business hours and inspect its books and records.

9(4)The Superintendent or a person appointed by the Superintendent shall examine the affairs of a special insurance corporation at least once every three years, and at other times if the Superintendent sees fit.

9(5)A special insurance company shall co-operate in an inspection under subsection (3) or an examination under subsection (4).

Suspension and cancellation of licences

10(1)Where the Superintendent considers

(a) that the ability of a special insurance company to meet its policy obligations is uncertain,

(b) that insureds cannot reasonably rely on insurance written by the company,

(c) that the company has failed to pay, within the time required by the Insurance Act, an undisputed claim for which the company is liable,

(d) that the company has failed to comply with this or any other enactment or with the terms, conditions and restrictions imposed in its licence,

(e) that the management of the company is incompetent or unreliable, or

(f) that it is for some other reason contrary to the public interest for the company to remain licensed under this Act,

the Superintendent shall make a report to the Minister.

10(2)Before proceeding under subsection (1) the Superintendent shall give the company an opportunity to be heard, unless, in the Superintendent’s opinion, this would produce delay that would be prejudicial to the public interest.

10(3)The Minister shall consider the Superintendent’s report, and may impose conditions on the company, or may suspend or revoke its licence or order the Superintendent to refuse to renew its licence.

10(4)If the company has not been given an opportunity to be heard before the Minister proceeds under subsection (3), the Superintendent shall, at the request of the company, give it that opportunity within the four weeks following the Minister’s decision, and shall thereafter make a further report to the Minister.

10(5)The Minister may cancel a condition, a suspension, a revocation or an order to refuse to renew a licence, and in doing so may impose such conditions as the Minister considers appropriate.

10(6)During a suspension, revocation or refusal of renewal of a licence a special insurance company shall not carry on business, except for winding up its affairs and complying with this Act and any other applicable law, but nothing in this section prejudicially affects a policy holder or creditor of the insurer.

10(7)Notice of the imposition of conditions or of a suspension, revocation or refusal of renewal, and of a cancellation under subsection (5) shall be given

(a) to the company by the Superintendent, and shall be published by the Superintendent in The Royal Gazette at the cost of the company, and

(b) by the company to its insureds.

Fees

11Fees are payable by a special insurance company or by an applicant under section 2 in accordance with the regulations.

Professional services

12The Superintendent may retain legal, financial and examinations services for the purposes of this Act, and may charge the cost of those services to the special insurance company or other person on whose account the cost was incurred.

Costs of administration

13The costs of administering this Act shall be excluded from any assessment under section 94 of the Insurance Act.

Premium tax

14(1)Subject to this Act and the regulations, the Premium Tax Act applies to a special insurance company.

14(2)Where a special insurance company receives premiums that are not subject to the Premium Tax Act and are not premiums for the reinsurance of risks on which premium tax has already been paid, tax is payable in accordance with the regulations.

No violation of Insurance Act

15A special insurance company that conducts its business in accordance with this Act and the regulations and with the terms, conditions and restrictions imposed by its licence shall not be deemed to be in violation of any provision of the Insurance Act.

Regulations

16(1)The Lieutenant-Governor in Council may make regulations

(a) defining “owner” for purposes of paragraph (f) of the definition “owner”;

(b) defining “other persons” for purposes of paragraph (c) of the definition “risks of its owner”;

(c) defining other terms used in this Act;

(d) respecting the level of premiums required for purposes of the definition “qualifying corporation”;

(e) respecting circumstances in which the approval of the Superintendent is not required for the purposes of subsection 4(3);

(f) respecting provisions of the Companies Act, the Insurance Act or the Premium Tax Act which are to apply or not to apply to special insurance companies;

(g) applying provisions of the Companies Act, the Insurance Act or the Premium Tax Act to special insurance companies with modifications;

(h) establishing in relation to special insurance companies special provisions in relation to any matter provided for in the Insurance Act;

(i) excluding classes of insurance for the purposes of subsection 8(1);

(j) establishing standards and requirements for the purposes of subsection 8(4);

(k) prescribing the fees payable in relation to matters arising under this Act, including the incorporation, continuation or licensing of special insurance companies;

(l) respecting the tax payable on premiums described in section 14;

(m) generally, for the better administration of this Act.

16(2)Regulations under this section may make different provisions for different persons or classes of persons and for different classes of insurance.

Commencement

17This Act or any of its provisions comes into force on a day or days to be fixed by proclamation.

N.B. This Act was repealed by the Statute Repeal Act, 2012, c.13, in force December 31, 2015.

N.B. This Act is consolidated to December 31, 2015.

S-12.101 - Special Insurance Companies Act

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