Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Assented to 2009-06-23

Debt Obligation Certificates

Marginal note:Debt obligation certificate

 An issuer shall provide a debt obligation holder, on request, with

  • (a) a debt obligation certificate that complies with this Act; or

  • (b) a non-transferable written acknowledgement of their right to obtain a debt obligation certificate.

Marginal note:Fee

 An issuer may charge a reasonable fee for a debt obligation certificate issued in respect of a transfer.

Marginal note:Jointly held debt obligations

 If debt obligations are held by more than one person,

  • (a) an issuer is not required to issue more than one debt obligation certificate in respect of those debt obligations; and

  • (b) delivery of a debt obligation certificate to one of the holders is sufficient delivery to them all.

Marginal note:Signatures
  •  (1) A debt obligation certificate shall be signed by at least one of the following persons, or a facsimile of the signature shall be reproduced on the certificate:

    • (a) a director or officer of the issuer;

    • (b) a transfer agent or branch transfer agent of the issuer, or an individual acting on their behalf; or

    • (c) a trustee who certifies it in accordance with a trust indenture.

  • Marginal note:Former director or officer

    (2) An issuer may issue debt obligation certificates that contain the signature of a person who is no longer a director or officer and the validity of the certificate is not adversely affected.

Marginal note:Contents of certificate
  •  (1) The following information shall be stated on the face of each debt obligation certificate issued by an issuer:

  • Marginal note:Restrictions

    (2) No restriction on transfer, lien or hypothec in favour of the issuer or unanimous member agreement is effective against a transferee of a debt obligation, issued by an issuer or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, lien, hypothec or agreement unless it or a reference to it is noted conspicuously on the debt obligation certificate.

  • Marginal note:Restrictions

    (3) If the issued debt obligations of an issuer remain outstanding and are held by more than one person, the issuer shall not restrict the transfer or ownership of its debt obligations of any class or series.