Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
Full Document:
Assented to 2011-11-29
14. Subsection 15(1) of the French version of the Act is replaced by the following:
Marginal note:Capacité
15. (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.
Marginal note:2001, c. 14, s. 8
15. Paragraphs 18(1)(d) and (e) of the English version of the Act are replaced by the following:
(d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;
(e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or
Marginal note:2001, c. 14, s. 11(1)
16. (1) Subsection 21(1.1) of the English version of the Act is replaced by the following:
Marginal note:Requirement for affidavit — securities register
(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.
Marginal note:2001, c. 14, s. 11(2) and s. 135 (Sch., s. 2)(E)
(2) Subsections 21(3) and (4) of the English version of the Act are replaced by the following:
Marginal note:Shareholder lists
(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.
Marginal note:Supplemental lists
(4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.
(3) The portion of subsection 21(5) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:When supplemental lists to be provided
(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)
17. The portion of subsection 22(2) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Precautions
(2) A corporation or its agents or mandataries shall take reasonable precautions to
Marginal note:2001, c. 14, s. 12
18. Subsection 23(2) of the English version of the Act is replaced by the following:
Marginal note:Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
Marginal note:2001, c. 14, s. 14(1)
19. Subparagraph 26(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or
Marginal note:2001, c. 14, s. 17(2)
20. The portion of subsection 30(2) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Détention par la filiale des actions d’une société
(2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas :
Marginal note:2001, c. 14, s. 18(1)(F)
21. (1) Subsection 31(1) of the Act is replaced by the following:
Marginal note:Exception
31. (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.
Marginal note:2001, c. 14, s. 18(2)
(2) Paragraph 31(3)(a) of the Act is replaced by the following:
(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or
22. Subsection 32(6) of the Act is replaced by the following:
Marginal note:Transfer not void, voidable or null
(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).
Marginal note:2001, c. 14, s. 19
23. Paragraph 33(1)(a) of the Act is replaced by the following:
(a) holds the shares in the capacity of a personal representative; and
24. Section 37 of the Act is replaced by the following:
Marginal note:Gift or legacy of shares
37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.
Marginal note:2001, c. 14, s. 24(F)
25. Subsections 39(11) and (12) of the French version of the Act are replaced by the following:
Marginal note:Acquittement
(11) Les titres de créance émis, donnés en garantie conformément au paragraphe (12) ou déposés par la société ne sont pas rachetés du seul fait de l’acquittement de la dette en cause.
Marginal note:Acquisition et réémission de titres de créance
(12) La société qui acquiert ses titres de créance peut soit les annuler, soit, sous réserve de tout acte de fiducie ou convention applicable, les réémettre ou les donner en garantie de l’exécution de ses obligations existantes ou futures, sous forme d’hypothèque mobilière, de gage ou de nantissement; l’acquisition, la réémission ou le fait de les donner en garantie ne constitue pas l’annulation de ces titres.
Marginal note:2001, c. 14, s. 27
26. Subsections 45(2) and (3) of the Act are replaced by the following:
Marginal note:Lien or hypothec on shares
(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.
Marginal note:Enforcement of lien or hypothec
(3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.
Marginal note:2001, c. 14, s. 135 (Sch., s. 4)(E)
27. Subsection 46(3) of the Act is replaced by the following:
Marginal note:Effect of sale
(3) If shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.
Marginal note:2001, c. 14, s. 29
28. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 48(2) of the Act are replaced by the following:
“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 or right in the security;
“fiduciary”
« représentant »
“fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person;
“purchaser”
« acquéreur »
“purchaser” means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction;
(2) The definition “issuer” in subsection 48(2) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or
(c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests;
(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 48(2) of the Act is replaced by the following:
(d) evidence of a share, participation or other interest or right in or obligation of a corporation;
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