Canada Corporations Act

Marginal note:Share certificates

• 36 (1) Every shareholder is, without payment, entitled to a certificate signed by the proper officer, in accordance with the company’s by-laws in that behalf, stating the number of shares held by him and the amount paid up thereon, but, in respect of a share or shares held jointly by several persons, the company is not bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint shareholders is sufficient delivery to all.

• Marginal note:Signatures

  (2) A company may by by-law provide that the signatures of the officer or officers designated to sign certificates may be engraved, lithographed or otherwise mechanically reproduced upon certificates for shares, and in such event, subject to the provisions of such by-law, certificates so signed shall be deemed to have been manually signed by such officers and are as valid to all intents and purposes as if they had been manually signed.

• Marginal note:Certificate as evidence of title

  (3) The certificate is evidence of the title of the shareholder to the shares mentioned in it.

• Marginal note:Particulars of issue on certificate

  (4) Where a company has more than one class of shares

  • (a) the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to any class of shares shall be stated in legible characters

    • (i) on every share certificate representing that class of shares, or

    • (ii) by a writing permanently attached to the share certificate;

  or

  • (b) there shall be inscribed on each such share certificate, in legible characters, a statement that there are preferences, rights, conditions, restrictions, limitations or prohibitions attached to such class of shares, and that the full text thereof is obtainable on demand, and without fee, from the secretary of the company.

• Marginal note:Furnishing text of particulars

  (5) Where a statement referred to in paragraph (4)(b) is inscribed on the share certificate, the secretary of the company shall furnish, without fee, to the shareholder on demand the full text of any preferences, rights, conditions, restrictions, limitations or prohibitions attached to such class of shares.