Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2017-11-06 and last amended on 2017-01-15. Previous Versions

Marginal note:Branch registers

 A company may establish as many branch securities registers as it considers necessary.

Marginal note:Agents

 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.

Marginal note:Location of central securities register
  •  (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.

Marginal note:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Marginal note:Particulars in branch register
  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.

Marginal note:Destruction of certificates

 A company, its agent or a trustee within the meaning of section 299 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 72(1) or a like instrument, irrespective of its form, after the date of its expiration.

Corporate Name and Seal

Marginal note:Publication of name

 A company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.

Marginal note:Corporate seal
  •  (1) A company may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.

  • 1991, c. 45, s. 261;
  • 2005, c. 54, s. 419.

 [Repealed, 1997, c. 15, s. 366]

Insiders

Marginal note:Definitions
  •  (1) In this section and sections 271 to 277,

    affiliate

    groupe

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    business combination

    regroupement d’entreprises

    business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

    call

    option d’achat

    call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

    distributing company

    distributing company[Repealed, 2005, c. 54, s. 420]

    insider

    insider[Repealed, 2005, c. 54, s. 420]

    officer

    dirigeant d’une société

    officer , in relation to a company, means

    • (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

    • (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une société)

    put

    option de vente

    put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

    share

    action

    share means a voting share and includes

    • (a) a security currently convertible into a voting share, and

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

  • Marginal note:Control

    (2) For the purposes of this section and sections 271 to 277, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • (3) and (4) [Repealed, 2005, c. 54, s. 420]

  • 1991, c. 45, s. 270;
  • 2005, c. 54, s. 420.

Insider Reporting

Marginal note:Insider report

 An insider shall submit an insider report in accordance with the regulations.

  • 1991, c. 45, s. 271;
  • 1997, c. 15, s. 367;
  • 2005, c. 54, s. 421.
Marginal note:Exemption by Superintendent

 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 271. The exemption may be given retroactive effect and the Superintendent shall publish the partic­ulars of the exemption and the reasons for it in a periodical available to the public.

  • 1991, c. 45, s. 272;
  • 2005, c. 54, s. 421.

 [Repealed, 2005, c. 54, s. 421]

Marginal note:Regulations

 The Governor in Council may make regulations for carrying out the purposes of sections 271 and 272, including

  • (a) defining “insider” for the purposes of sections 271 and section 272;

  • (b) respecting the form and content of an insider report; and

  • (c) respecting the submission or publication of an insider report.

  • 1991, c. 45, s. 273;
  • 2005, c. 54, s. 421.

 [Repealed, 2005, c. 54, s. 421]

Insider Trading

Meaning of insider

  •  (1) In this section, insider means with respect to a distributing company

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

    • (b) a director or officer of a subsidiary of the company;

    • (c) a director or officer of a body corporate that enters into a business combination with the company; or

    • (d) a person employed or retained by the company.

  • Marginal note:Prohibition — short sale

    (2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security.

  • Marginal note:Exception

    (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

    • (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

    • (b) transfer the convertible security, option or right to the purchaser.

  • Marginal note:Prohibition — calls and puts

    (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates.

  • 1991, c. 45, s. 275;
  • 2005, c. 54, s. 422.
 
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