Marginal note:Recovery by action
79 (1) Where any money or property was paid or distributed to a shareholder or other person as a consequence of a reduction of capital made contrary to section 78, a creditor of the company may apply to a court for an order compelling the shareholder or other person to pay the money or deliver the property to the company.
Marginal note:Shares held by personal representative
(2) No person holding shares in the capacity of a personal representative and registered on the records of the company as a shareholder and therein described as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection.
(3) An action to enforce a liability imposed by subsection (1) may not be commenced more than two years after the date of the act complained of.
Marginal note:Remedy preserved
(4) This section does not affect any liability that arises under section 212.
Marginal note:Adjustment of stated capital account
80 (1) On a purchase, redemption or other acquisition by a company of shares or fractions thereof issued by it, other than shares acquired pursuant to section 75 or acquired through the realization of security and sold pursuant to subsection 76(2), the company shall deduct from the stated capital account maintained for the class or series of shares so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition.
(2) A company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 78.
Marginal note:Shares converted to another class
(3) On a conversion of outstanding shares of a company into shares of another class or series, or on a change of outstanding shares of the company into shares of another class or series, the company shall
(a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and
(b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.
Marginal note:Stated capital of convertible shares
(4) For the purposes of subsection (3) and subject to the company’s by-laws, where a company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion.
Marginal note:Conversion or change of shares
(5) Shares issued by a company and converted into shares of another class or series, or changed under subsection 222(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.
Marginal note:Addition to stated capital account
81 On a conversion of any debt obligation of a company into shares of a class or series of shares, the company shall
(a) deduct from the liabilities of the company the nominal value of the debt obligation being converted; and
(b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted.
Marginal note:Declaration of dividend
82 (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
Marginal note:Notice to Superintendent
(2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:Share dividend
(3) If shares of a company are issued in payment of a dividend, the company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money.
Marginal note:When dividend not to be declared
(4) The directors of a company shall not declare and a company shall not pay a dividend if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3).
(5) [Repealed, 2007, c. 6, s. 345]
- 1991, c. 45, s. 82;
- 2001, c. 9, s. 494;
- 2007, c. 6, s. 345.
Marginal note:Restriction on subordinated indebtedness
Marginal note:References to subordinated indebtedness
(2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a company refer to the subordinated indebtedness otherwise than as subordinated indebtedness.
Marginal note:Deemed not to be a deposit
(3) Subordinated indebtedness issued by a company is deemed not to be a deposit.
Marginal note:Other currencies
(4) When issuing subordinated indebtedness, a company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.
Security Certificates and Transfers
84 In this section and sections 85 to 138,
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 a security; (opposition)
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 to the purchaser or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)
agence de compensation et de dépôt
clearing agency means a person designated as a recognized clearing agency by the Superintendent; (agence de compensation et de dépôt)
livraison ou remise
delivery means voluntary transfer of possession; (livraison ou remise)
fungible, in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; (fongibles)
genuine means free of forgery or counterfeit; (authentique)
good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)
over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; (émission excédentaire)
purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)
securities broker means a person who is engaged for all or part of the person’s time 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)
security or security certificate
valeur mobilière ou certificat de valeur mobilière
security or security certificate means an instrument issued by a company 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 company,
but does not include an instrument evidencing a deposit; (valeur mobilière ou certificat de valeur mobilière)
acte de fiducie
trust indenture has the meaning given that expression by section 299; (acte de fiducie)
unauthorized, in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery; (non autorisé)
valeur mobilière sans certificat
uncertificated security means a security, not evidenced by a security certificate, the issue and any transfer of which is registered or recorded in records maintained for that purpose by or on behalf of a company; (valeur mobilière sans certificat)
valid means issued in accordance with the applicable law or validated under section 100. (valide)
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