PART VCapital Structure (continued)
Security Certificates and Transfers
84 In this section and sections 85 to 138,
- adverse claim
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 in a security; (opposition)
- bona fide purchaser
bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)
- clearing agency
clearing agency means a person designated as a recognized clearing agency by the Superintendent; (agence de compensation et de dépôt)
delivery means voluntary transfer of possession; (livraison ou remise)
fungible, in respect of 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 counterfeit; (authentique)
- good faith
good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)
over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; (émission excédentaire)
purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)
- securities broker
securities broker means a person who is engaged for all or part of the person’s time 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)
security or security certificate means an instrument issued by a company 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 instruments, and
(d) evidence of a share, participation or other interest in or obligation of a company,
but does not include an instrument evidencing a deposit; (valeur mobilière ou certificat de valeur mobilière)
- trust indenture
trust indenture has the meaning given that expression by section 299; (acte de fiducie)
unauthorized, in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery; (non autorisé)
- uncertificated security
uncertificated security means a security, not evidenced by a security certificate, the issue and any transfer of which is registered or recorded in records maintained for that purpose by or on behalf of a company; (valeur mobilière sans certificat)
valid means issued in accordance with the applicable law or validated under section 100. (valide)
Marginal note:Provisions governing transfers of securities
85 The transfer of a security is governed by sections 86 to 138.
Marginal note:Security a negotiable instrument
86 (1) A security is a negotiable instrument but, in the case of any inconsistency between the provisions of the Bills of Exchange Act and this Act, this Act prevails to the extent of the inconsistency.
Marginal note:Bearer form
(2) A security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.
Marginal note:Order form
(3) A security is in order form where the security is not a share and, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to the person or the person’s order.
Marginal note:Registered form
(4) A security is in registered form if
Marginal note:Status of guarantor
87 A guarantor for an issuer of a security is deemed to be an issuer to the extent of the guarantee, whether or not the guarantor’s obligation is noted on the security.
Marginal note:Rights of holder
88 (1) Subject to Part VII, every security holder is entitled at the holder’s option to a security certificate that complies with this Act or to a non-transferable written acknowledgement of the holder’s right to obtain a security certificate that complies with this Act from a company in respect of the securities of that company held by the security holder.
Marginal note:Fee for security certificate
(2) A company may charge a fee, not exceeding a prescribed amount, for a security certificate issued in respect of a transfer.
Marginal note:Joint holders
(3) A company is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a security certificate to one of several joint holders is sufficient delivery to all joint holders of the security.
- 1991, c. 45, s. 88
- 1999, c. 31, s. 214
Marginal note:Continuation of validity of signature
(2) If a security certificate contains a person’s printed or mechanically reproduced signature, the company may issue the security certificate even if the person has ceased to be a director or officer of the company. The security certificate is as valid as if the person were a director or officer at the date of its issue.
- 1991, c. 45, s. 89
- 2005, c. 54, s. 377
Marginal note:Contents of share certificate
90 There shall be stated on the face of each share certificate issued by a company after the coming into force of this section
(a) the name of the company;
(c) the name of the person to whom the share certificate is issued; and
(d) the number and class of shares and the designation of any series that the certificate represents.
Marginal note:Restrictions and charges
91 (1) No charge in favour of a company and no restriction on transfer other than a constraint under Part VII is effective against a transferee of a security issued by the company if the transferee has no actual knowledge of the charge or restriction unless it or a reference to it is noted conspicuously on the security certificate.
Marginal note:No restriction
(2) If any of the issued shares of a distributing company remain outstanding and are held by more than one person, the company may not restrict the transfer or ownership of its shares except by way of a constraint under Part VII.
(3) If a body corporate that is continued as a company under this Act has outstanding security certificates and the words “private company” or “private corporation” appear on the certificates, those words are deemed to be a notice of a charge or restriction for the purposes of subsection (1).
- 1991, c. 45, s. 91
- 2005, c. 54, s. 378
- Date modified: