Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
Full Document:
Assented to 2011-11-29
Marginal note:2001, c. 14, s. 180(2)
83. Paragraph 137(c) of the French version of the Act is replaced by the following:
c) donner des garanties;
Marginal note:2001, c. 14, s. 181(1)(F)
84. Subparagraph 138(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) shares of, or another interest or right in, an entity that immediately before the exchange, or that because of the exchange, did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act, or
85. Subsection 145(1) of the Act is replaced by the following:
Marginal note:Exception for holding own shares
145. (1) A cooperative may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares in itself or in its holding body corporate only if the cooperative, holding body corporate or subsidiary does not have a beneficial interest in the shares.
86. (1) The definition “form of proxy” in subsection 163(1) of the English version of the Act is replaced by the following:
“form of proxy”
« formulaire de procuration »
“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy.
Marginal note:2001, c. 14, s. 185
(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in subsection 163(1) of the English version of the Act is replaced by the following:
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
Marginal note:2001, c. 14, s. 186(1)
87. (1) Subsection 164(2) of the English version of the Act is replaced by the following:
Marginal note:Execution or signature of proxy
(2) For a proxy to be valid, it must be executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing.
Marginal note:2001, c. 14, s. 186(2)
(2) The portion of paragraph 164(4)(a) of the English version of the Act before subparagraph (i) is replaced by the following:
(a) by depositing a document in writing executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing
(3) Subsection 164(5) of the English version of the Act is replaced by the following:
Marginal note:Deposit of proxies
(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the cooperative or its agent or mandatary.
88. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 177(1) of the Act are replaced by the following:
“adverse claim”
« opposition »
“adverse claim”, in respect of a security, 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 177(1) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) in Quebec, issues securities that confer directly or indirectly rights in its property; or
(c) elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and issues securities as evidence of the fractional interests.
(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 177(1) of the Act is replaced by the following:
(d) evidence of an investment share, participation or other interest or right in or obligation of a cooperative,
Marginal note:2001, c. 14, s. 198(1)
89. (1) Subsection 183(2) of the Act is replaced by the following:
Marginal note:Notation of restrictions
(2) No restriction, charge, lien, hypothec, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate.
Marginal note:2001, c. 14, s. 198(1)
(2) The portion of subsection 183(3) of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions, etc.
(3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are
Marginal note:2001, c. 14, s. 198(1)
(3) Paragraph 183(3)(b) of the Act is replaced by the following:
(b) a charge, lien or hypothec in favour of the cooperative;
90. Paragraph 185(2)(a) of the English version of the Act is replaced by the following:
(a) the scrip certificates become void or, in Quebec, null if not exchanged for an investment share representing a full investment share before a specified date; and
91. Section 187 of the English version of the Act is replaced by the following:
Marginal note:Agent or mandatary
187. A cooperative may appoint an agent or mandatary to maintain securities registers on its behalf.
92. Section 194 of the Act is replaced by the following:
Marginal note:Minors
194. If an individual who is less than 18 years of age exercises a right of ownership in a security of a cooperative, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the cooperative.
93. Subsection 200(1) of the English version of the Act is replaced by the following:
Marginal note:Incorporation by reference
200. (1) The terms of a security include those stated on the security and those incorporated by reference to another instrument or act, Act of Parliament or the legislature of a province, regulation, rule or order to the extent that the incorporated terms do not conflict with those stated on the security.
94. Section 211 of the English version of the Act is replaced by the following:
Marginal note:Limitation of the purchase
211. A purchaser acquires rights only to the extent of the interest or right purchased.
95. Section 225 of the English version of the Act is replaced by the following:
Marginal note:Effect of failure by fiduciary to comply
225. Failure of a fiduciary to comply with the instrument or act that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.
96. Subsection 231(2) of the Act is replaced by the following:
Marginal note:Ownership of part of fungible bulk
(2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest or right in the fungible bulk.
97. Sections 235 and 236 of the Act are replaced by the following:
Marginal note:Seizure of security
235. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.
Marginal note:No liability for acts in good faith
236. An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities.
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