PART VICorporate Governance (continued)
Corporate Records (continued)
Securities Registers (continued)
Marginal note:Branch registers
254 A company may establish as many branch securities registers as it considers necessary.
255 A company may appoint an agent to maintain its central securities register and each of its branch securities registers.
Marginal note:Location of central securities register
Marginal note:Location of branch securities register
(2) A branch securities register of a company may be kept at any place in or outside Canada designated by the directors of the company.
Marginal note:Effect of registration
257 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:Particulars in branch register
Marginal note:Particulars in central register
(2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.
Marginal note:Destruction of certificates
259 A company, its agent or a trustee within the meaning of section 299 is not required to produce
(a) a cancelled security certificate in registered form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;
(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 72(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 72(1) or a like instrument, irrespective of its form, after the date of its expiration.
Corporate Name and Seal
Marginal note:Publication of name
260 A company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.
Marginal note:Corporate seal
Marginal note:Validity of unsealed documents
(2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it.
- 1991, c. 45, s. 261
- 2005, c. 54, s. 419
262 to 269 [Repealed, 1997, c. 15, s. 366]
affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)
- business combination
business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)
call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)
- distributing company
distributing company[Repealed, 2005, c. 54, s. 420]
insider[Repealed, 2005, c. 54, s. 420]
officer, in relation to a company, means
put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)
share means a voting share and includes
(2) For the purposes of this section and sections 271 to 277, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).
(3) and (4) [Repealed, 2005, c. 54, s. 420]
- 1991, c. 45, s. 270
- 2005, c. 54, s. 420
Marginal note:Insider report
271 An insider shall submit an insider report in accordance with the regulations.
- 1991, c. 45, s. 271
- 1997, c. 15, s. 367
- 2005, c. 54, s. 421
Marginal note:Exemption by Superintendent
272 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 271. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public.
- 1991, c. 45, s. 272
- 2005, c. 54, s. 421
272.1 [Repealed, 2005, c. 54, s. 421]
273 The Governor in Council may make regulations for carrying out the purposes of sections 271 and 272, including
(a) defining “insider” for the purposes of sections 271 and section 272;
(b) respecting the form and content of an insider report; and
(c) respecting the submission or publication of an insider report.
- 1991, c. 45, s. 273
- 2005, c. 54, s. 421
274 [Repealed, 2005, c. 54, s. 421]
Meaning of insider
Marginal note:Prohibition — short sale
(2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security.
(3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they
Marginal note:Prohibition — calls and puts
(4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates.
- 1991, c. 45, s. 275
- 2005, c. 54, s. 422
- Date modified: