Trust and Loan Companies Act

Marginal note:Restrictions and constraints

• 91 (1) If a security certificate issued by a company is or becomes subject to

  • (a) a restriction on its transfer other than a constraint under Part VII, or

  • (b) a lien in favour of the company,

  the restriction or lien is ineffective against a transferee of the security who has no actual knowledge of it, unless the restriction or lien or a reference to it is noted conspicuously on the security certificate.

• Marginal note:Limit on restriction

  (2) Where any of the issued shares of a company are or were part of a distribution to the public and remain outstanding and are held by more than one person, the company shall not have a restriction on the issue, transfer or ownership of its shares of any class or series except by way of a constraint under Part VII.

• Marginal note:Transitional

  (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 restriction or lien for the purposes of subsection (1).