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Selling, Purchasing, or Merging (Amalgamating) a Business

When selling, purchasing, or merging a business, a Licensee must notify the Insurance Council within 30 calendar days of any material change in ownership, in accordance with Council Rule 7 (4) (b) (ii). Material changes in ownership can include share purchases, asset purchases, and amalgamations.

Find out more about the following common material changes to ownership and what notification licensees must provide to the Insurance Council:

Share Purchases

Asset Purchases

Amalgamations

 

Share Purchases

What is a share purchase?
  • The purchaser is purchasing the shares of the company that owns assets and is responsible for obligations and liabilities. The seller is responsible for assets, rights and liabilities pre-purchase and the buyer is responsible for assets, rights and liabilities post-purchase.
  • Unless the parties take steps before the closing to strip the company of certain assets, all the assets, rights and liabilities of the company are the indirect subject matter of the transaction.
  • Title to the assets does not change; however, ownership of the company does change.
What do I need to include in my notification to the Insurance Council?


Asset Purchases

What is an asset purchase?
  • One corporation purchases the assets of another corporation.
  • A purchaser acquires specific assets belonging to the seller, therefore title to the asset changes from the seller to the purchaser.
  • The purchased assets could comprise all of the assets and undertakings of the business or consist of selected assets.
  • A purchaser may choose to purchase only assets and not assume any liabilities of the seller.
  • The trade name and right to use the legal name could be included in the assets.
  • In most cases the purchaser will register a new corporate entity with the BC Registry Services.
What do I need to include in my notification to the Insurance Council?
  • Your written submission to the Licensing Department must include:
    • Effective date and confirmation of the asset purchase.
    • Advise who is responsible for liability issues that pre-date the purchase date.
    • A description of how the public has been or will be informed of the purchase.
    • Confirmation by the purchaser of any changes to existing licensees. The purchaser must confirm whether or not there are any changes to existing level 3 general insurance agents or level 3 adjusters (if applicable).
    • Any share purchase disclosures, as noted in the section above.
  • If a new corporate entity is created with a new incorporation number by the BC Registry Services, you must submit a corporate licence application.


Amalgamations

What is an amalgamation?
  • Generally, the merger of two or more corporations who form and continue as a single corporate entity. An amalgamation of companies typically results in the creation of a new corporate entity.
What do I need to include in my notification to the Insurance Council?
  • Your written submission to the Licensing Department must include:
    • Effective date of the amalgamation and confirmation as to whether or not there was a purchase involved (asset or share), including all submissions for each type of purchase as outlined above.
    • Confirmation of whether the existing agency or firm will become part of another existing agency or firm. If so, the following information must also be provided:
      • Are all agents transferring to the entity?
        • If there are fewer than 15 agents transferring, submit Add Authority to Represent Form for each licensee.
        • If there are more than 15 licensees, please provide a list of agents to be granted the authority to represent the agency or firm, signed and dated by the nominee or a registered director/officer of the agency or firm.
      • Confirmation of whether there are any changes to the existing level 3 general insurance agents or level 3 adjusters, if applicable.
      • If the existing agency or firm will replace the licence of another agency or firm, include a request to terminate the other agency or firm licence.
    • If a new corporate entity is created with a new incorporation number by the BC Registry Services, you must submit a corporate licence application. As part of the corporate licence application, confirm the following:
      • Are all agents transferring to the entity?
        • If there are fewer than 15 agents transferring, submit Add Authority to Represent Form for each licensee.
        • If there are more than 15 licensees, please provide a list of agents to be granted the authority to represent the agency or firm, signed and dated by the nominee or a registered director/officer of the agency or firm.
      • Confirm whether or not there are any changes to the existing level 3 general insurance agents or level 3 adjusters, if applicable.
      • If the new agency or firm is replacing the old agency or firm, include a request to terminate the old agency or firm licence.