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

Assented to 2009-06-23

General

Marginal note:Incorporation by reference
  •  (1) The terms of a debt obligation include those stated on the debt obligation and those incorporated by reference to another document, an Act of Parliament or of the legislature of a province, a regulation, a rule or an order to the extent that the incorporated terms do not conflict with those stated on the debt obligation.

  • Marginal note:Purchaser without notice

    (2) Subsection (1) applies to a good faith purchaser but the incorporation by reference is itself not notice of a defect to the purchaser even if the debt obligation expressly states that a person accepting it admits that notice.

Marginal note:Validity of debt obligation

 A debt obligation is valid in the hands of a good faith purchaser.

Marginal note:Defence

 Subject to section 62, the fact that a debt obligation is not genuine is a complete defence for the issuer even against a good faith purchaser.

Marginal note:Defences

 All other defences of an issuer, including non-delivery and conditional delivery of a debt obligation, are ineffective against a good faith purchaser.

Marginal note:Deemed notice
  •  (1) A purchaser is deemed to have notice of any defect in the issue of a debt obligation or any defence of the issuer if the debt obligation becomes stale within the meaning of subsection (2).

  • Marginal note:Stale debt obligation

    (2) A debt obligation becomes stale if

    • (a) the purchaser takes the debt obligation later than the prescribed period that is after

      • (i) the date on which performance of the principal obligation evidenced by the debt obligation was due, or

      • (ii) the date on or after which the debt obligation is to be presented or surrendered for redemption or exchange; or

    • (b) the payment of money or the delivery of debt obligations is required in order to present or surrender the debt obligation, the money or debt obligations are available on the day for the payment or delivery and the purchaser takes the debt obligation later than the prescribed period that is after that day.

Marginal note:Unauthorized signature
  •  (1) Subject to subsection (2), an unauthorized signature on a debt obligation is ineffective.

  • Marginal note:Limited effectiveness

    (2) An unauthorized signature on a debt obligation is effective in favour of a good faith purchaser if the signature was made by

    • (a) an authenticating trustee, transfer agent or other person entrusted by the issuer with the duty to sign the debt obligation, or similar debt obligations, or to prepare them for signing; or

    • (b) an employee of the issuer or a person referred to in paragraph (a) who handles the debt obligation in the ordinary course of their duties.