Marginal note:Fixing record date
142 (1) For the purpose of determining
(a) shareholders entitled to receive payment of a dividend,
(b) shareholders or policyholders entitled to participate in a liquidation distribution,
(c) who is a shareholder for any other purpose except the right to receive notice of, or to vote at, a meeting, or
(d) who is a policyholder for any other purpose except
(i) the right to receive notice of, or to vote at, a meeting,
(ii) the right to receive payment of a policy dividend or bonus,
(iii) any purpose where the determination of policyholders is governed by contract, and
(iv) the right to receive benefits in respect of the conversion of a mutual company into a company with common shares,
the directors may fix in advance a date as the record date for the determination of shareholders or policyholders, but the record date so fixed shall not precede by more than fifty days the particular action to be taken.
Marginal note:Record date for meetings
(2) For the purpose of determining shareholders or policyholders entitled to receive notice of a meeting of shareholders or policyholders, the directors may fix in advance a date as the record date for the determination of shareholders or policyholders, but the record date so fixed shall not precede the date on which the meeting is to be held by
(a) more than fifty days or less than twenty-one days, in the case of a date for the determination of shareholders; or
(b) more than ninety days or less than twenty-one days, in the case of a date for the determination of policyholders.
Marginal note:Record date for policyholders’ vote
(2.1) Before a meeting of policyholders, the directors may fix a date as the record date for the purpose of determining policyholders entitled to vote at the meeting. That record date must not be more than ten days before the date on which the meeting is to be held.
Marginal note:No record date fixed under subsection (1)
(3) If no record date is fixed under subsection (1) for the determination of shareholders or policyholders for any purpose for which a record date could have been fixed under that subsection, the record date for the determination of shareholders or policyholders for that purpose is the date on which the directors pass the resolution relating to that purpose.
Marginal note:No record date fixed for shareholders under subsection (2)
(3.1) If no record date is fixed under subsection (2) for the determination of shareholders entitled to receive notice of a meeting, the record date for the determination of shareholders entitled to receive notice of, or to vote at, that meeting is
(a) the day immediately before the day on which the notice is given; or
(b) if no notice is given, the day on which the meeting is held.
Marginal note:No record date fixed for policyholders under subsection (2)
(3.2) If no record date is fixed under subsection (2) for the determination of policyholders entitled to receive notice of a meeting, the record date for that purpose is
(a) the day immediately before the day on which the notice is given; or
(b) if no notice is given, the day on which the meeting is held.
Marginal note:No record date fixed under subsection (2.1)
(3.3) If no record date is fixed under subsection (2.1) for the determination of policyholders entitled to vote at a meeting, the record date for that purpose is the day on which the meeting is held.
Marginal note:Notice of record date
(4) Subject to subsection (5), where a record date is fixed for the determination of shareholders for any purpose, notice of the record date shall, not less than seven days before the record date, be given
(a) by advertisement in a newspaper in general circulation in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded; and
(b) by written notice to each stock exchange, if any, in Canada on which the shares of the company are listed for trading.
Marginal note:Exception
(5) Notice of a record date need not be given where the requirement to give the notice is waived in writing by every holder of a share of the class or series affected by the fixing of the record date whose name is set out in the central securities register at the close of business on the day on which the directors fix the record date.
- 1991, c. 47, s. 142
- 1997, c. 15, s. 186
- 1999, c. 1, s. 1
- Date modified: