- OSFI Updates: Incorporation Guides and Transaction Instructions
- June 5, 2013 | Authors: Jeffrey S. Graham; Jill E. McCutcheon; Stephen J. Redican
- Law Firm: Borden Ladner Gervais LLP - Toronto Office
The Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) has updated a number of helpful guides and transaction instructions to assist federally regulated financial institutions (“FRFIs”) and other applicants to comply with Canadian federal financial institution statutes and regulations. The stated objective is to make OSFI’s expectations more transparent.
The current Guide for Incorporating Banks and Federally Regulated Trust and Loan Companies (the “Bank Guide”) and the current Guide for Incorporating Insurance Companies (the “Insurance Guide”) were last updated in August 2004.
The Bank and Insurance Guides reflect OSFI’s expectations and practices as of December 31, 2012. OSFI notes that as its expectations and practices continue to evolve, the Guides will be updated when and as needed.
In the case of the Bank Guide, it does not apply to the establishment of a foreign bank branch, the incorporation or continuance of a bank holding company or the reorganization or continuance of a federal credit union. It should be noted that in the absence of a guide for credit unions, the Bank Guide will be of considerable value to credit unions considering incorporation or continuance under the Bank Act (Canada).
In the case of the Insurance Guide, it does not apply to the establishment of a foreign insurance branch or the incorporation or continuance as an insurance holding company, mutual company or fraternal benefit society.
The Bank and Insurance Guides direct applicants for entities not expressly covered to contact OSFI for further information regarding establishment, incorporation or continuance of such entities.
In addition, OSFI has published updated instructions with respect to the following matters not part of the deemed approved process:
Establishment of a branch by a foreign insurer (Order to insure risks in Canada).
Substantial investments requiring Ministerial Approval - Permitted Entities.
Acquisition or increase of a significant interest in, and/or acquisition of control of, a federally regulated entity.
Further, OSFI has published updated instructions with respect to the following matters that are part of the deemed approval process.
Substantial investments requiring Superintendent approval - Permitted Entities.
Asset transaction greater than 10% of assets.
All of the above instructions apply, as appropriate, to transactions under the Bank Act, Trust and Loan Companies Act, InsuranceCompanies Act and Cooperative CreditAssociations Act.
In summary, the above-noted Guides and Instructions are essential sources for applicants making applications to OSFI with respect to the subject matter addressed in such Guides/Instructions.
The updated materials will provide welcomed clarity for existing FRFIs and those individuals/entities seeking to gain permission to carry on certain federally regulated financial businesses in Canada. We stand ready to assist as required.