Canada Cooperatives Act

Marginal note:Contents of certificate

• 183 (1) The following information must be stated on the face of each security certificate issued by a cooperative:

  • (a) the name of the cooperative;

  • (b) the words “Incorporated under the Canada Cooperatives Act”, “constituée sous l’autorité de la Loi canadienne sur les coopératives”, “Subject to the Canada Cooperatives Act” or “assujetti à la Loi canadienne sur les coopératives”;

  • (c) the name of the person to whom it was issued; and

  • (d) the number and class of shares and the designation of any series that the certificate represents.

• Marginal note:Notation of restrictions

  (2) No restriction, charge, lien, hypothec, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate.

• Marginal note:Restrictions, etc.

  (3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are

  • (a) a restriction on transfer other than a constraint under section 130;

  • (b) a charge, lien or hypothec in favour of the cooperative;

  • (c) a unanimous agreement; and

  • (d) an endorsement under subsection 302(10).

• Marginal note:Restrictions

  (4) If the issued investment shares of a distributing cooperative remain outstanding and are held by more than one person, the cooperative must not restrict the transfer or ownership of its investment shares of any class or series except by way of a constraint under section 130.

• Marginal note:Conspicuous notation

  (5) A reference to a constraint on the issue, transfer or ownership of any class or series of investment shares must be noted conspicuously on every security certificate evidencing such a share that is issued after the share becomes subject to the constraint under this Act, if the constraint is one

  • (a) for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles or required by law to carry on business or qualify for benefit; or

  • (b) to comply with any prescribed law.

• Marginal note:Effect of failure to note constraint

  (6) A failure to note a constraint under subsection (5) does not invalidate the investment share or the security certificate and does not render the constraint ineffective.