Determination of Voting Shares Held by Canadians

  •  (1) For the purpose of determining whether voting shares are beneficially owned by a person or entity who is a Canadian, and the number of such shares, there may included in the determination, without requiring further evidence that the person or entity is a Canadian,

    • (a) subject to subsection (3), voting shares registered in the name of a shareholder, other than a depository, whose latest address as shown in the security register or on the books or records of the corporation or the corporation’s transfer agent or registrar is in Canada;

    • (b) subject to subsection (2), voting shares held by a depository, whose head office and principal place of business are in Canada, on behalf of the person or entity and in respect of which the depository has filed an affidavit or declaration, at any time within the 12 months preceding the determination, that states the number of voting shares that are held by the depository on behalf of the person or entity and that the latest address of the person or entity, as shown on the books or records of the depository, is in Canada; and

    • (c) subject to subsection (3), voting shares of a shareholder who has established, by way of an affidavit or declaration that is filed within the 12 months preceding the determination, that the shareholder is a Canadian.

  • (2) Where the directors of a corporation have information concerning the beneficial ownership of shares that are held by a depository referred to in paragraph (1)(b) that causes the directors to believe that, at the time of the determination referred to in subsection (1), the shareholder who is the beneficial owner of the voting shares is not a Canadian or is considered to be a non-Canadian pursuant to these Regulations, the directors shall not include those voting shares in the determination until the directors have received an affidavit or declaration that establishes that the beneficial owner thereof is a Canadian and continues to be considered by these Regulations to be a Canadian.

  • (3) Where the directors of a corporation have information concerning the beneficial ownership of the voting shares by a shareholder referred to in paragraph (1)(a) or (c), that causes the directors to believe that, at the time of the determination referred to in subsection (1), the shareholder who is the beneficial owner of the voting shares is not a Canadian or is considered to be a non-Canadian pursuant to these Regulations, the directors shall not include the voting shares of the shareholder in the determination until the directors have received an affidavit or declaration that establishes that the beneficial owner thereof is a Canadian and continues to be considered by these Regulations to be a Canadian.

Qualified Corporation Status

  •  (1) During the six-month period immediately following the coming into force of these Regulations,

    • (a) any corporation that does not have actual knowledge that those of its shareholders who are non-Canadians beneficially own, and control, in the aggregate and otherwise than by way of security only, more than 33 1/3 per cent of its issued and outstanding voting shares, shall be considered to be a qualified corporation for that period; and

    • (b) any corporation referred to in subsection 17(4) that does not have actual knowledge that those of its shareholders who are non-Canadians beneficially own, and control, in the aggregate and otherwise than by way of security only, more than the appropriate maximum percentage of its issued and outstanding voting shares that is authorized pursuant to that subsection, shall be considered, for that period, to satisfy the criteria respecting the ownership and control of the corporation that are set out in that subsection.

  • (2) Where a corporation that has established, by affidavit or declaration filed within the previous twelve-month period, that it is a qualified corporation, acquires knowledge that those of its shareholders who are Canadians beneficially own, and control, in the aggregate and otherwise than by way of security only, less than 66 2/3 per cent of its issued and outstanding voting shares, the corporation shall be considered to be a qualified corporation for a period of 12 months from the date it first acquires knowledge of the decrease in the proportion of voting shares below that percentage, notwithstanding that the affidavit or declaration would otherwise be valid for a longer period pursuant to subsection 7(4), if

    • (a) at no time during that 12-month period the proportion of voting shares beneficially owned, and controlled, by Canadians decreases more than five per cent from 66 2/3 per cent; and

    • (b) the corporation, immediately on becoming aware that it is deemed to be a qualified corporation pursuant to this section, so advises in writing the Canadian carrier.

  • (3) A corporation referred to in subsection (2), immediately on becoming aware that it is no longer deemed to be a qualified corporation pursuant to that subsection, shall so advise in writing the Canadian carrier.

PART ICanadian Carriers

Interpretation

 In this Part, registered holder means the person or entity in whose name shares of a Canadian carrier are registered on the carrier’s security register or on the books or records of the carrier’s transfer agent or registrar. (détenteur inscrit)

Affidavits or Declarations

  •  (1) A director of a Canadian carrier who requires information for the purposes of determining whether the Canadian carrier is eligible to operate pursuant to section 16 of the Act may, with the authorisation of the board, make a written request in accordance with subsection (2) to

    • (a) a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (v), the identity of the beneficial owner of all of the voting shares in the Canadian carrier of which the shareholder is the registered holder,

      • (ii) whether the beneficial owner is a Canadian,

      • (iii) the date of the registration or acquisition of the voting shares,

      • (iv) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (v) where the shareholder is unable, for reasons of confidentiality, to disclose the identity of the beneficial owner referred to in subparagraph (i), that the shareholder is unable to so disclose the identity but has determined that the beneficial owner is or is not a Canadian;

    • (b) a shareholder of a corporation that is, directly or indirectly, a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (v), the identity of the beneficial owner of all of the voting shares in the corporation of which the shareholder is the holder of record,

      • (ii) whether the beneficial owner is a Canadian,

      • (iii) the date of registration or acquisition of the voting shares,

      • (iv) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (v) where the shareholder is unable, for reasons of confidentiality, to disclose the identity of the beneficial owner referred to in subparagraph (i), that the shareholder is unable to so disclose the identity but has determined that the beneficial owner is or is not a Canadian;

    • (c) a trustee of a trust that is, directly or indirectly, a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (vi), the identity of each trustee,

      • (ii) the beneficial interest of each beneficiary in the trust,

      • (iii) whether each beneficiary and trustee is a Canadian,

      • (iv) the date of the registration or acquisition of the voting shares held by the trust,

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (vi) where the trustee is unable, for reasons of confidentiality, to disclose the identity of a trustee referred to in subparagraph (i), that the trustee is unable to so disclose the identity but has determined that the trustee is or is not a Canadian;

    • (d) a mutual insurance company that is, directly or indirectly, a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) the location of its head office and principal place of business,

      • (ii) the identity of each member of its board and of each member of each committee of directors,

      • (iii) which members of the board are Canadians,

      • (iv) the date of the registration or acquisition of the voting shares held by the mutual insurance company, and

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act;

    • (e) a partnership, that is, directly or indirectly, a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (vi), the identity of each partner,

      • (ii) which partners are Canadians,

      • (iii) the beneficial interest of each partner,

      • (iv) the date of the registration or acquisition of the voting shares held by the partnership,

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (vi) where the partnership is unable, for reasons of confidentiality, to disclose the identity of a partner referred to in subparagraph (i), that the partnership is unable to so disclose the identity but has determined that the partner is or is not a Canadian;

    • (f) a pension fund society that is, directly or indirectly, a shareholder of the Canadian carrier, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) the location of its head office and principal place of business,

      • (ii) the identity of each member of its board and of each member of each committee of directors,

      • (iii) which members of the board are Canadians,

      • (iv) the date of the registration or acquisition of the voting shares held by the pension fund society, and

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act;

    • (g) a depository, for an affidavit or a declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (vi), the identity and latest address on the books or records of the depository of each person or entity on whose behalf it holds voting shares of the Canadian carrier or a corporation that is, directly or indirectly, a shareholder of the Canadian carrier,

      • (ii) the number of voting shares that the depository holds on behalf of each person or entity,

      • (iii) whether each person or entity is a Canadian,

      • (iv) the date of registration of the transfer of the voting shares of the Canadian carrier or of a corporation that is, directly or indirectly, a shareholder of the Canadian carrier on the books or records of the depository,

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (vi) where the depository is unable, for reasons of confidentiality, to disclose the identity of a person or entity referred to in subparagraph (i), that the depository is unable to so disclose the identity but has determined that the person or entity is or is not a Canadian; and

    • (h) an intermediary, for an affidavit or declaration that sets out any or all of the following information, namely,

      • (i) subject to subparagraph (vi), the identity and latest address on the records of the intermediary of each person or entity on whose behalf it holds voting shares of the Canadian carrier or a corporation that is, directly or indirectly, a shareholder of the Canadian carrier,

      • (ii) the number of the voting shares that the intermediary holds on behalf of each person or entity,

      • (iii) whether each person or entity is a Canadian,

      • (iv) the date of registration of the transfer of the voting shares of the Canadian carrier or of a corporation that is, directly or indirectly, a shareholder of a Canadian carrier on the books or records of the intermediary,

      • (v) any other information that the director requests in order to determine whether the carrier is eligible to operate pursuant to section 16 of the Act, and

      • (vi) where the intermediary is unable, for reasons of confidentiality, to disclose the identity of a person or entity referred to in subparagraph (i), that the intermediary is unable to so disclose the identity but has determined that the person or entity is or is not a Canadian.

  • (2) A request for an affidavit or a declaration made pursuant to subsection (1) shall

    • (a) be given by mail or personal service; and

    • (b) specify a date that is not earlier than 30 days and not later than 60 days after the giving of the request by which the shareholder, trustee, mutual insurance company, partnership, pension fund society, depository or intermediary shall comply with the request.

  • (3) A person or entity to whom a request for an affidavit or declaration is made pursuant to subsection (1) shall file the affidavit or declaration no later than the date specified pursuant to paragraph (2)(b).

  • (4) An affidavit or a declaration filed pursuant to subsection (3) shall be valid for a period of 12 months from the date of filing with the Canadian carrier.

  • (5) Where a director of a Canadian carrier requests an affidavit or a declaration under this section and the person or entity does not file the affidavit or declaration by the date set out in the request, the voting shares of the person or entity in the Canadian carrier shall, effective on the day following the date set out in the request and until the affidavit or declaration is filed, be considered to be beneficially owned by a non-Canadian.

 
Date modified: