Canada Business Corporations Act

Version of section 48 from 2003-01-01 to 2011-11-28:

Marginal note:Application of Part
  •  (1) The transfer or transmission of a security shall be governed by this Part.

  • Marginal note:Definitions

    (2) In this Part,

    adverse claim

    opposition

    adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in the security; (opposition)

    bearer

    porteur

    bearer means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

    bona fide purchaser

    acheteur de bonne foi

    bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)

    broker

    courtier

    broker means a person who is engaged, whether or not exclusively, in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer; (courtier)

    delivery

    livraison ou remise

    delivery means voluntary transfer of possession; (livraison ou remise)

    fiduciary

    représentant

    fiduciary means any person acting in a fiduciary capacity and includes a personal representative of a deceased person; (représentant)

    fungible

    fongibles

    fungible, in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; (fongibles)

    genuine

    authentique

    genuine means free of forgery or counterfeiting; (authentique)

    good faith

    bonne foi

    good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)

    holder

    détenteur

    holder means a person in possession of a security issued or endorsed to the person or the bearer or in blank; (détenteur)

    issuer

    émetteur

    issuer includes a corporation

    • (a) that is required by this Act to maintain a securities register, or

    • (b) that directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of such fractional interests; (émetteur)

    overissue

    émission excédentaire

    overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue; (émission excédentaire)

    purchaser

    acquéreur

    purchaser means a person who takes an interest in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)

    security or security certificate

    valeur mobilière ou certificat de valeur mobilière

    security or security certificate means an instrument issued by a corporation that is

    • (a) in bearer, order or registered form,

    • (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

    • (c) one of a class or series or by its terms divisible into a class or series of instruments, and

    • (d) evidence of a share, participation or other interest in or obligation of a corporation; (valeur mobilière ou certificat de valeur mobilière)

    transfer

    transfert

    transfer includes transmission by operation of law; (transfert)

    trust indenture

    acte de fiducie

    trust indenture means a trust indenture as defined in section 82; (acte de fiducie)

    unauthorized

    non autorisé

    unauthorized, in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; (non autorisé)

    valid

    valide

    valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. (valide)

  • Marginal note:Negotiable instruments

    (3) Except where its transfer is restricted and noted on a security in accordance with subsection 49(8), a security is a negotiable instrument.

  • Marginal note:Registered form

    (4) A security is in registered form if

    • (a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or

    • (b) it bears a statement that it is in registered form.

  • Marginal note:Order form

    (5) A debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person’s order.

  • Marginal note:Bearer form

    (6) A security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.

  • Marginal note:Guarantor for issuer

    (7) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee whether or not the obligation is noted on the security.

  • R.S., 1985, c. C-44, s. 48;
  • 2001, c. 14, ss. 29, 135(E).
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