PART VICorporate Governance (continued)
Corporate Records (continued)
Head Office and Corporate Records (continued)
Marginal note:Shareholder lists
245 (1) A person who is entitled to a basic list of shareholders of a company (in this section referred to as the “applicant”) may request the company to furnish the applicant with a basic list within ten days after receipt by the company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the company shall comply with the request.
Marginal note:Affidavit and contents
(2) A request under subsection (1) must be accompanied by an affidavit containing
(a) the name and address of the applicant,
(b) the name and address for service of the entity, if the applicant is an entity, and
(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 247,
and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.
(3) A shareholder or creditor of a company or their personal representative — or if the company is a distributing company, any person — is entitled to a basic list of shareholders of the company.
Marginal note:Basic list
(4) A basic list of shareholders of a company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out
Marginal note:Supplemental lists
(5) A person requiring a company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.
Marginal note:When supplemental lists to be furnished
(6) A company or its agent shall provide a supplemental list of shareholders required under subsection (5)
(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and
(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.
- 1991, c. 45, s. 245
- 2005, c. 54, s. 416
- 2007, c. 6, ss. 352(E), 451(E)
Marginal note:Option holders
246 A person requiring a company to supply a basic list or a supplemental list of shareholders may also require the company to include in that list the name and address of any known holder of an option or right to acquire shares of the company.
Marginal note:Use of shareholder list
247 A list of shareholders obtained under section 245 shall not be used by any person except in connection with
(a) an effort to influence the voting of shareholders of the company;
(b) an offer to acquire shares of the company; or
(c) any other matter relating to the affairs of the company.
Marginal note:Form of records
(a) may be in a bound or loose-leaf form or in a photographic film form; or
(b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
Marginal note:Conversion of records
(2) Registers and records maintained in one form may be converted to any other form.
Marginal note:Destruction of converted records
(3) Notwithstanding section 251, a company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.
Marginal note:Protection of records
249 A company and its agents shall take reasonable precautions to
(a) prevent loss or destruction of,
(b) prevent falsification of entries in,
(c) facilitate detection and correction of inaccuracies in, and
(d) ensure that unauthorized persons do not have access to or use of information in
the registers and records required or authorized by this Act to be prepared and maintained.
Marginal note:Requirement to maintain copies and process information in Canada
250 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a company to maintain, in another country, copies of records referred to in section 243 or of its central securities register or for a company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a company to do any of those activities in another country — the Superintendent shall direct the company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Company to comply
(2) A company shall without delay comply with any direction issued under subsection (1).
- 1991, c. 45, s. 250
- 2001, c. 9, s. 512
- 2005, c. 54, s. 417
- 2007, c. 6, s. 353
Marginal note:Retention of records
(2) A company shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the company has paid an amount to the Bank of Canada pursuant to section 424 until the Bank of Canada notifies the company that they need no longer be retained.
(3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 248(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities.
(4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the company from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 424 applies.
252 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company and the length of time those records, papers and documents are to be retained.
Marginal note:Central securities register
253 (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 84, issued by it in registered form, showing in respect of each class or series of securities
(a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;
(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:Former-Act and continued companies
(2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance, amalgamation or coming into force of this section, as the case may be.
Marginal note:Access to central securities register
(3) Shareholders and creditors of a company and their personal representatives may examine the central securities register during the usual business hours of the company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the company and take extracts from it or have copies of it made.
Marginal note:Electronic access
(4) The company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.
Marginal note:Affidavit and undertaking
(5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 247. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.
Marginal note:Supplementary information
(6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register.
Marginal note:When supplementary information to be provided
(7) A company or its agent shall provide the supplementary information within
- 1991, c. 45, s. 253
- 2001, c. 9, s. 513
- 2005, c. 54, s. 418
- Date modified: