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

Act current to 2020-06-17 and last amended on 2018-05-01. Previous Versions

PART 12Security Certificates, Registers and Transfers (continued)

Security Certificates (continued)

Marginal note:Contents of certificate

  •  (1) The following information must be stated on the face of each security certificate issued by a cooperative:

  • 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:Restrictions, etc.

    (3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are

    • (a) a restriction on transfer other than a constraint under section 130;

    • (b) a charge, lien or hypothec in favour of the cooperative;

    • (c) a unanimous agreement; and

    • (d) an endorsement under subsection 302(10).

  • Marginal note:Restrictions

    (4) If the issued investment shares of a distributing cooperative remain outstanding and are held by more than one person, the cooperative must not restrict the transfer or ownership of its investment shares of any class or series except by way of a constraint under section 130.

  • Marginal note:Conspicuous notation

    (5) A reference to a constraint on the issue, transfer or ownership of any class or series of investment shares must be noted conspicuously on every security certificate evidencing such a share that is issued after the share becomes subject to the constraint under this Act, if the constraint is one

    • (a) for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles or required by law to carry on business or qualify for benefit; or

    • (b) to comply with any prescribed law.

  • Marginal note:Effect of failure to note constraint

    (6) A failure to note a constraint under subsection (5) does not invalidate the investment share or the security certificate and does not render the constraint ineffective.

  • 1998, c. 1, s. 183
  • 2001, c. 14, s. 198
  • 2011, c. 21, s. 89

Marginal note:Contents of certificate

  •  (1) Every share certificate for an investment share of a cooperative that is authorized to issue shares of more than one class or series must clearly state

    • (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exist when the share certificate is issued; or

    • (b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached to it and that the cooperative will provide a shareholder, on demand and without charge, with a full copy of the text of

      • (i) any rights, privileges, restrictions and conditions attached to each class authorized to be issued, and to each series, that have been fixed by the directors, and

      • (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

  • Marginal note:Copy of information

    (2) If a share certificate for an investment share contains the statement referred to in paragraph (1)(b), the cooperative must provide the shareholder, on demand and without charge, with a copy of

    • (a) the rights, privileges, restrictions and conditions attached to each class or series of investment shares authorized to be issued; and

    • (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series of investment shares in the same class.

Marginal note:Fractional shares

  •  (1) A cooperative may issue for each fractional investment share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full investment share in exchange for scrip certificates equalling a full investment share.

  • Marginal note:Replacement

    (1.1) A cooperative must, on the request of a holder of a certificate for a fractional investment share or scrip certificate that is in bearer form and that was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional investment share or a scrip certificate, as the case may be.

  • Marginal note:Conditions

    (2) The directors may attach conditions to scrip certificates issued by the cooperative, including conditions that

    • (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

    • (b) any investment shares for which the scrip certificates are exchangeable may, despite any pre-emptive right, be issued by the cooperative to any person and the proceeds distributed rateably to the holders of the scrip certificates.

  • Marginal note:Voting rights

    (3) A holder of a fractional investment share is not entitled to exercise voting rights or to receive a dividend in respect of the investment share unless

    • (a) the fractional share results from a consolidation of investment shares; or

    • (b) the articles of the cooperative provide otherwise.

  • Marginal note:Exercise of voting rights

    (4) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.

  • 1998, c. 1, s. 185
  • 2011, c. 21, s. 90(E)
  • 2018, c. 8, s. 65

Registers

Marginal note:Securities register

  •  (1) A cooperative that issues securities must maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series

    • (a) the names, in alphabetical order, and the latest known address of each person who holds or previously held the security;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Location of register

    (2) The securities register must be maintained at the cooperative’s registered office or at any other place in Canada designated by the directors.

  • Marginal note:Branch registers

    (3) A cooperative may maintain additional branch securities registers in other places designated by the directors.

  • Marginal note:Contents of branch register

    (4) A branch securities register only contains particulars of securities issued or transferred at the branch. The same information is also recorded in the central registry.

  • Marginal note:Destruction of certificates

    (5) A cooperative, its agent or mandatary or a trustee as defined in section 266 is not required to produce

    • (a) a cancelled security certificate in registered form, an instrument referred to in any of subsections 142(1) to (3) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation;

    • (b) a cancelled security certificate in bearer form or an instrument referred to in any of subsections 142(1) to (3) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

    • (c) an instrument referred to in any of subsections 142(1) to (3) or a like instrument, irrespective of its form, after the date of its expiration.

 
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