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Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2020-02-11 and last amended on 2019-06-17. Previous Versions

PART VICorporate Governance (continued)

Shareholders (continued)

Marginal note:List of shareholders entitled to notice

  •  (1) A company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 140(5)(c), no later than 10 days after that date; and

    • (b) if no record date is fixed, on the record date determined under paragraph 140(6)(a).

  • Marginal note:Voting list

    (2) The company shall prepare an alphabet­ical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 140(5)(d), no later than 10 days after that date; and

    • (b) if no record date is fixed under paragraph 140(5)(d), no later than 10 days after a record date is fixed under paragraph 140(5)(c) or no later than the record date determined under paragraph 140(6)(a), as the case may be.

  • Marginal note:Entitlement to vote

    (3) A shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

  • Marginal note:Examination of list

    (4) A shareholder may examine the list of shareholders

    • (a) during usual business hours at the head office of the company or at the place where its central securities register is maintained; and

    • (b) at the meeting of shareholders for which the list was prepared.

  • 1991, c. 45, s. 148
  • 2001, c. 9, s. 496
  • 2005, c. 54, s. 387

Marginal note:Quorum

  •  (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Idem

    (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  • Marginal note:Idem

    (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:One shareholder meeting

 If a company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Marginal note:One share — one vote

  •  (1) Where a share of a company entitles the holder thereof to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1), a share of a former-Act company issued

    • (a) on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, at a meeting of shareholders in respect of that share, or

    • (b) after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such conversion privilege prior to that date

    continues to entitle that holder or any subsequent holder of the share to exercise such voting rights.

Marginal note:Representative shareholder

  •  (1) If an entity is a shareholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the company.

  • Marginal note:Idem

    (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder.

Marginal note:Joint shareholders

 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot

  •  (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by either a shareholder or proxyholder entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 139(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.

  • Marginal note:Regulations

    (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

  • 1991, c. 45, s. 154
  • 2005, c. 54, s. 388

Marginal note:Resolution in lieu of meeting

  •  (1) Except where a written statement is submitted by a director under section 178 or by an auditor under subsection 326(1),

    • (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

    • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

  • Marginal note:Evidence

    (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1991, c. 45, s. 155
  • 2005, c. 54, s. 389

Marginal note:Requisitioned meeting

  •  (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

  • Marginal note:Form

    (2) A requisition referred to in subsection (1)

    • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and

    • (b) may consist of several documents of like form, each signed by one or more shareholders.

  • Marginal note:Directors calling meeting

    (3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

    • (a) a record date has been fixed under paragraph 140(5)(c) and notice of it has been given under subsection 140(7);

    • (b) the directors have called a meeting of shareholders and have given notice thereof under section 141; or

    • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 146(5)(b) to (e).

  • Marginal note:Shareholders’ power

    (4) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.

  • Marginal note:Procedure

    (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

  • Marginal note:Reimbursement

    (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

  • 1991, c. 45, s. 156
  • 2005, c. 54, s. 390
 
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