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Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2021-09-11 and last amended on 2021-06-30. Previous Versions

PART VICorporate Governance (continued)

Corporate Records (continued)

Head Office and Corporate Records (continued)

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 250(1.1)(a).

Securities Registers

Marginal note:Central securities register

  •  (1) A company shall maintain a central securities register in which it shall record the securities, within the meaning of section 84, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Former-Act and continued companies

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a former-Act company or by a body corporate continued, or amalgamated and continued, as a company under this Act before the continuance, amalgamation or coming into force of this section, as the case may be.

  • Marginal note:Access to central securities register

    (3) Shareholders and creditors of a company and their personal representatives may examine the central securities register during the usual business hours of the company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the company is a distributing company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the company and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 247. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplementary information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the company or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A company or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 1991, c. 45, s. 253
  • 2001, c. 9, s. 513
  • 2005, c. 54, s. 418

Marginal note:Branch registers

 A company may establish as many branch securities registers as it considers necessary.

Marginal note:Agents

 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

  •  (1) The central securities register of a company shall be maintained by the company at its head office or at any other place in Canada designated by the directors of the company.

  • 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:Exception

    (3) Subject to subsection 250(1.1), subsection (1) does not apply to a company that is a subsidiary of a regulated foreign entity.

Marginal note:Effect of registration

 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

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • 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

 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

 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

  •  (1) A company may adopt a corporate seal and change one that it adopted.

  • 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

 [Repealed, 1997, c. 15, s. 366]

Insiders

Marginal note:Definitions

  •  (1) In this section and sections 271 to 277,

    affiliate

    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

    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

    insider[Repealed, 2005, c. 54, s. 420]

    officer

    officer, in relation to a company, means

    • (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

    • (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une société)

    put

    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

    share means a voting share and includes

    • (a) a security currently convertible into a voting share, and

    • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)

  • Marginal note:Control

    (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
 
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