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Canada Cooperatives Act (S.C. 1998, c. 1)

Act current to 2021-03-23 and last amended on 2018-05-01. Previous Versions

PART 11Compulsory Acquisition (continued)

Marginal note:Distributing cooperative

  •  (1) If a shareholder holding shares of a distributing cooperative does not receive a notice under this Part, the shareholder may

    • (a) within ninety days after the date of the end of the take-over bid, or

    • (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of

      • (i) the date of the end of the take-over bid, and

      • (ii) the date on which the shareholder learned of the take-over bid,

    require the offeror to acquire those shares.

  • Marginal note:Obligation to acquire

    (2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror must acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid.

  • 1998, c. 1, s. 176
  • 2001, c. 14, s. 196

PART 12Security Certificates, Registers and Transfers


Marginal note:Definitions

  •  (1) The definitions in this subsection apply in this Part.

    adverse claim

    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. (opposition)


    bearer means the person who is in possession of a security that is payable to bearer or endorsed in blank. (porteur)


    broker means a person who is engaged in whole or in part in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer. (courtier)


    delivery means voluntary transfer of possession. (livraison ou remise)


    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. (représentant)


    fungible, in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit. (fongibles)


    genuine means free of forgery or counterfeiting. (authentique)

    good faith

    good faith, with respect to a transaction, means honesty in fact in the conduct of the transaction. (bonne foi)

    good faith purchaser

    good faith purchaser, with respect to a security in bearer form or order form or a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank, means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of the security. (acquéreur de bonne foi)


    holder means a person who is in possession of a security that is issued or endorsed to the person or to bearer or in blank. (détenteur)


    issuer includes a cooperative that

    • (a) is required by this Act to maintain a securities register;

    • (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. (émetteur)


    overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue. (émission excédentaire)


    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. (acquéreur)


    security or security certificate means a document issued by a cooperative that is

    • (a) in bearer, order or registered form,

    • (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

    • (c) one of a class or series or by its terms divisible into a class or series of documents, and

    • (d) evidence of an investment share, participation or other interest or right in or obligation of a cooperative,

    but does not include

    • (e) a membership share or a document evidencing a membership share, or

    • (f) a member loan or a document evidencing a member loan. (valeur mobilière ou certificat de valeurs mobilières)


    transfer includes transmission by operation of law. (transfert)

    trust indenture

    trust indenture means a trust indenture as defined in section 266. (acte de fiducie)


    valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 196. (valide)

  • Marginal note:Negotiable instruments

    (2) Except when a transfer is restricted and noted on a security in accordance with subsection 183(2), a security is a negotiable instrument.

  • Marginal note:Registerable form

    (3) A security is in registered form if it

    • (a) specifies a person who is entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or

    • (b) bears a statement that it is in registered form.

  • Marginal note:Order form

    (4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned.

  • Marginal note:Bearer form

    (5) A security is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement.

  • Marginal note:Guarantor for issuer

    (6) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the security.

  • 1998, c. 1, s. 177
  • 2011, c. 21, s. 88


Marginal note:Application

 This Part governs the transfer or transmission of a security.

Security Certificates

Marginal note:Security certificate

 Every security holder is entitled, at their option, to obtain from the cooperative

  • (a) a security certificate that complies with this Act; or

  • (b) a non-transferable written acknowledgement of their right to obtain a security certificate.

Marginal note:Fee

 A cooperative may charge a reasonable fee for a security certificate issued in respect of a transfer.

Marginal note:Joint owners

 If securities are held jointly by more than one person,

  • (a) a cooperative is not required to issue more than one security certificate in respect of those securities; and

  • (b) delivery of a security certificate to one of the joint owners is sufficient delivery to them all.

Marginal note:Signatures

  •  (1) A security certificate must be signed by at least one of the following persons, or a facsimile of the signature must be reproduced on the certificate:

    • (a) a director, or an individual on their behalf, or an officer;

    • (b) a transfer agent or branch transfer agent of the cooperative, or an individual on their behalf; or

    • (c) a trustee who certifies it in accordance with a trust indenture.

  • Marginal note:Former director

    (2) A cooperative may issue security certificates that contain the signature of a person who is no longer a director or officer and the validity of the certificate is not adversely affected.

  • 1998, c. 1, s. 182
  • 2001, c. 14, s. 197
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