PART IICarrier Holding Corporations

Interpretation

 In this Part,

acquiring corporation

acquiring corporation means a successor that is a corporation referred to in paragraph 17(2)(a) and that acquires direct control of a carrier; (acquéreur)

carrier

carrier means a person that was acting as a telecommunications common carrier in Canada on July 22, 1987; (entreprise)

registered holder

registered holder means the person or entity in whose name shares of a carrier holding corporation are registered in the corporation’s security register or on the books or records of its transfer agent or registrar. (détenteur inscrit)

Affidavits or Declarations

  •  (1) A director of a carrier holding corporation who requires information for the purposes of determining whether the carrier holding corporation is a qualified corporation, or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii), may, with the authorisation of the board, make a written request in accordance with subsection (2) to

    • (a) a shareholder of the carrier holding corporation 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 that corporation of which the shareholder is the registered holder,

      • (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 holding corporation is a qualified corporation or an acquiring corporation that meets the criteron set out in subparagraph 17(4)(e)(ii), 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 carrier holding corporation, 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 holding corporation is a qualified corporation or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii), 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 carrier holding corporation, for an affidavit or 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 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 holding corporation is a qualified corporation or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii), 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 carrier holding corporation, 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 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 holding corporation is a qualified corporation or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii);

    • (e) a partnership, that is, directly or indirectly, a shareholder of the carrier holding corporation, 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 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 holding corporation is a qualified corporation or an acquiring corporation that satisfies the criterion set out in subparagraph 17(4)(e)(ii), 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 carrier holding corporation, 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 holding corporation is a qualified corporation or an acquiring corporation that satisfies the criterion set out in subparagraph 17(4)(e)(ii);

    • (g) a depository, 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 books or records of the depository of each person or entity on whose behalf the depository holds voting shares in the carrier holding corporation,

      • (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 carrier holding corporation on the books or records of the depository,

      • (v) any other information that the director requests in order to determine whether the carrier holding corporation is a qualified corporation or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii), 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 in the carrier holding corporation,

      • (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 carrier holding corporation on the books or records of the intermediary,

      • (v) any other information that the director requests in order to determine whether the carrier holding corporation is a qualified corporation or an acquiring corporation that meets the criterion set out in subparagraph 17(4)(e)(ii), 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 carrier holding corporation.

  • (5) Where a director of a carrier holding corporation requests an affidavit or a declaration from a person or entity 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 carrier holding corporation or in the corporation that is, directly or indirectly, a shareholder of the carrier holding corporation shall, effective the day following the date set out in the request until the affidavit or declaration is filed, be considered to be beneficially owned by a non-Canadian.

 
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