Marginal note:Provisions governing transfers of securities
89. The transfer of a security is governed by sections 90 to 142.
Marginal note:Security a negotiable instrument
90. (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
(a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or
(b) it bears a statement that it is in registered form.
Marginal note:Status of guarantor
91. 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
92. (1) Subject to Part VIII, 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 an association in respect of the securities of that association held by the security holder.
Marginal note:Fee for security certificate
(2) An association may charge a fee, not exceeding a prescribed amount, for a security certificate issued in respect of a transfer.
Marginal note:Joint holders
(3) An association 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. 48, s. 92;
- 1999, c. 31, s. 54.
93. (1) A security certificate shall be signed by or bear the printed or otherwise mechanically reproduced signature of at least one of the following:
(a) a director or officer of the association;
(b) a registrar or transfer agent of the association or a branch transfer agent or a natural person on their behalf; or
(c) a trustee who certifies it in accordance with a trust indenture.
Marginal note:Continuation of validity of signature
(2) If a security certificate contains a person’s printed or mechanically reproduced signature, the association may issue the security certificate even if the person has ceased to be a director or officer of the association. The security certificate is as valid as if the person were a director or officer at the date of its issue.
- 1991, c. 48, s. 93;
- 2005, c. 54, s. 150.
- Date modified: