Canada Business Corporations Act

Marginal note:Securities records

• 50 (1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities

  • (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;

  • (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:Central and branch registers

  (2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.

• Marginal note:Place of register

  (3) A central securities register shall be maintained by a corporation at its registered office or at any other place in Canada designated by the directors, and any branch securities registers may be kept at any place in or out of Canada designated by the directors.

• Marginal note:Effect of registration

  (4) Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

• Marginal note:Branch register

  (5) A branch securities register shall only contain particulars of securities issued or transferred at that branch.

• Marginal note:Central register

  (6) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

• Marginal note:Destruction of certificates

  (7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce

  • (a) a cancelled security certificate in registered form, an instrument referred to in subsection 29(1) 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 subsection 29(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiration.