GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01
unauthorized , in relation to a signature or an endorsement, means a signature or an endorsement made without actual, implied or apparent authority, and includes a forgery; ( non autorisé )
Bank Act — B-1.01
uncertificated security means a security, not evidenced by a security certificate, the issue and any transfer of which is registered or recorded in records maintained for that purpose by or on behalf of a bank; ( valeur mobilière sans certificat )
Bank Act — B-1.01
valid means issued in accordance with the applicable law or validated under section 97. ( valide )
Bank Act — B-1.01 82
Provisions governing transfers of securities 82 The transfer of a security is governed by sections 83 to 135.
Bank Act — B-1.01 83
Security a negotiable instrument 83 (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. 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. 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. 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.
Bank Act — B-1.01 84
Status of guarantor 84 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.
Bank Act — B-1.01 85
Rights of holder 85 (1) Subject to Part VII, 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 a bank in respect of the securities of that bank held by the security holder. Fee for security certificate (2) A bank may charge a fee, not exceeding a prescribed amount, for a security certificate issued in respect of a transfer. Joint holders (3) A bank 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. 46, s. 85; 1999, c. 31, s. 10
Bank Act — B-1.01 86
Signatures 86 (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 bank; (b) a registrar or transfer agent of the bank 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. Continuation of validity of signature (2) If a security certificate contains a person’s printed or mechanically reproduced signature, the bank may issue the security certificate even if the person has ceased to be a director or officer of the bank. The security certificate is as valid as if the person were a director or officer at the date of its issue. 1991, c. 46, s. 86; 2005, c. 54, s. 12
Bank Act — B-1.01 87
Contents of share certificate 87 There shall be stated on the face of each share certificate issued by a bank after the coming into force of this section (a) the name of the bank; (b) a statement that the bank is subject to the Bank Act ; (c) the name of the person to whom the share certificate is issued; and (d) the number and class of shares and the designation of any series that the certificate represents.
Bank Act — B-1.01 88
Restrictions and charges 88 (1) No charge in favour of a bank and no restriction on transfer other than a constraint under Part VII is effective against a transferee of a security issued by the bank if the transferee has no actual knowledge of the charge or restriction unless it or a reference to it is noted conspicuously on the security certificate. No restriction (2) If any of the issued shares of a distributing bank remain outstanding and are held by more than one person, the bank may not restrict the transfer or ownership of its shares except by way of a constraint under Part VII. Continuance (3) If a body corporate that is continued as a bank under this Act has outstanding security certificates and the words “private company” or “private corporation” appear on the certificates, those words are deemed to be a notice of a charge or restriction for the purposes of subsection (1). 1991, c. 46, s. 88; 2005, c. 54, s. 13
Bank Act — B-1.01 89
Particulars of class 89 (1) There shall be stated legibly on a share certificate issued after the coming into force of this section by a bank that is authorized to issue shares of more than one class or series (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series existing when the share certificate is issued; or (b) that the class or series of shares that the certificate represents has rights, privileges, restrictions or conditions attached thereto and that the bank will furnish a shareholder, on demand and without charge, with a full copy of (i) the text of the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as those rights, privileges, restrictions and conditions have been fixed by the directors, and (ii) the text of the authority of the directors, if the directors are so authorized, to fix the rights, privileges, restrictions and conditions of subsequent series of shares. Duty (2) Where a share certificate issued by a bank contains the statement mentioned in paragraph (1)(b), the bank shall provide a shareholder, on demand and without charge, with a full copy of the texts referred to in subparagraphs (1)(b)(i) and (ii).
Bank Act — B-1.01 90
Fractional share 90 A bank may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.
Bank Act — B-1.01 91
Scrip certificates 91 The directors of a bank may attach conditions to any scrip certificate issued by the bank, including conditions that (a) the scrip certificate becomes void if not exchanged for a share certificate representing a full share before a specified date; and (b) any shares for which the scrip certificate is exchangeable may, notwithstanding any pre-emptive right, be issued by the bank to any person and the proceeds thereof may be distributed rateably to the holders of all the scrip certificates.
Bank Act — B-1.01 92
Holders of fractional shares 92 (1) A holder of a fractional share issued by a bank is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share. Holders of scrip certificates (2) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.
Bank Act — B-1.01 93
Dealings with registered owner 93 (1) A bank or a trustee within the meaning of section 294 may, subject to subsections 137(5) to (7) and sections 138 to 141 and 145, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payment in respect of the security and to exercise all of the rights and powers of an owner of the security. Constructive registered holder (2) Notwithstanding subsection (1), a bank may treat a person as a registered security holder entitled to exercise all of the rights of the security holder that the person represents, if that person provides the bank with evidence as described in subsection 127(4) that the person is (a) the heir or personal representative of a deceased security holder or the personal representative of the heirs of the deceased security holder; (b) the personal representative of a registered security holder who is a minor, an incompetent person or a missing person; or (c) a liquidator of, or a trustee in bankruptcy for, a registered security holder. Permissible registered holder (3) If a person on whom the ownership of a security of a bank devolves by operation of law, other than a person described in subsection (2), provides proof of that person’s authority to exercise rights or privileges in respect of a security of the bank that is not registered in the person’s name, the bank shall, subject to this Act, treat that person as entitled to exercise those rights or privileges. Immunity of bank (4) A bank is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this Part, as the owner or registered holder thereof. 1991, c. 46, s. 93; 2001, c. 9, s. 62(F); 2005, c. 54, s. 14
Bank Act — B-1.01 94
Minors 94 If a minor exercises any rights of ownership in the securities of a bank, no subsequent repudiation or avoidance is effective against the bank. 1991, c. 46, s. 94; 2005, c. 54, s. 15(E)
Bank Act — B-1.01 95
Joint shareholders 95 A bank may treat as owners of a security the survivors of persons to whom the security was issued as joint holders, if the bank receives proof satisfactory to it of the death of any of the joint holders.
Bank Act — B-1.01 96
Transmission of securities 96 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 93(2)(a) is entitled to become registered as the owner of a security, or to designate another person to be registered as the owner of a security, if the person referred to in paragraph 93(2)(a) delivers to the bank or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, (ii) a trust company incorporated under the Trust and Loan Companies Act or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 93(2)(a), or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province, together with (c) an affidavit or declaration of transmission made by the person referred to in paragraph 93(2)(a) that states the particulars of the transmission, and (d) the security certificate that was owned by the deceased holder (i) in the case of a transfer to the person referred to in paragraph 93(2)(a), with or without the endorsement of that person, and (ii) in the case of a transfer to any other person, endorsed in accordance with section 111, and accompanied by any assurance the bank may require under section 127. Excepted transmissions (2) Notwithstanding subsection (1), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to Part VII and any applicable law relating to the collection of taxes, to become registered as the owner or to designate a person to be registered as the owner, if the personal representative delivers to the bank or its transfer agent the following documents, namely, (a) the security certificate that was owned by the deceased holder; and (b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the designated person to become the registered shareholder. Right of bank to treat as owner (3) Subject to Part VII, delivery of the documents referred to in this section empowers a bank or its transfer agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in paragraph 93(2)(a) or to such person as the person referred to in that paragraph may designate and, thereafter, to treat the person who becomes so registered as the owner of that security. 1991, c. 46, ss. 96, 575
Bank Act — B-1.01 97
Over-issue 97 (1) The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that a validation, issue or reissue would result in over-issue, but (a) if a valid security similar in all respects to the security involved in the over-issue is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security to that person against surrender of the security that the person holds; or (b) if a valid security similar in all respects to the security involved in the over-issue is not reasonably available for purchase, the person entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid security. Retroactive validation (2) Where an issuer is subsequently authorized to issue securities of a number equal to or exceeding the number of securities previously authorized plus the amount of the securities over-issued, the securities so over-issued are valid from the date of their issue. Payment not a purchase or redemption (3) A purchase or payment by an issuer under subsection (1) is not a purchase or payment in respect of which section 71 or 77 applies.
Bank Act — B-1.01 98
Burden of proof 98 In any action on a security, (a) unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted; (b) a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is put in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature; (c) if a signature is admitted or established, production of the instrument entitles a holder to recover on it unless the defendant establishes a defence or a defect going to the validity of the security; and (d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or any person under whom the plaintiff claims.
Bank Act — B-1.01 99
Securities fungible 99 Unless otherwise agreed, and subject to any applicable law, regulation or stock exchange rule, a person required to deliver securities may deliver any security of the specified issue in bearer form or registered in the name of the transferee or endorsed to the transferee or in blank.
Bank Act — B-1.01 100
Notice of defect 100 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. Purchaser for value (2) A security is valid in the hands of a purchaser for value without notice of any defect going to its validity. Lack of genuineness (3) Except as provided in section 101, the fact that a security is not genuine is a complete defence even against a purchaser for value and without notice. Ineffective defences (4) All defences of an issuer, including non-delivery and conditional delivery of a security but not including lack of genuineness, are ineffective against a purchaser for value without notice of the particular defence. Staleness as defect notice (5) After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer (a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and the funds or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or (b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which the performance became due.
Bank Act — B-1.01 101
Unauthorized signature 101 An unauthorized signature on a security before or in the course of issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done by (a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; or (b) an employee of the issuer or of a person referred to in paragraph (a) who, in the ordinary course of the employee’s duties, handles the security.
Bank Act — B-1.01 102
Completion or alteration 102 (1) Where a security contains the signatures necessary to its issue or transfer but is incomplete in any other respect, (a) any person may complete it by filling in the blanks in accordance with the person’s authority; and (b) notwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. Enforceability (2) A completed security that has been improperly altered, even if fraudulently altered, remains enforceable, but only according to its original terms.
Bank Act — B-1.01 103
Warranties of agents 103 (1) A person signing a security, as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, warrants to a purchaser for value without notice that (a) the security is genuine; (b) the person’s acts in connection with the issue of the security are within the person’s authority; and (c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue. Limitation of liability (2) Unless otherwise agreed, a person referred to in subsection (1) does not assume any further liability for the validity of a security.
Bank Act — B-1.01 104
Title of purchaser 104 (1) Subject to Part VII, on delivery of a security the purchaser acquires the rights in the security that the purchaser’s transferor had or had authority to convey, except that the position of a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim is not improved by taking from a later bona fide purchaser. Title of bona fide purchaser (2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim. Limited interest purchaser (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
Bank Act — B-1.01 105
Deemed notice of adverse claim 105 A purchaser of a security, or any securities broker for a seller or purchaser, is deemed to have notice of an adverse claim if (a) the security, whether in bearer form or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or (b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.
Bank Act — B-1.01 106
Notice of fiduciary duty 106 Notwithstanding that a purchaser, or any securities broker for a seller or purchaser, has notice that a security is held for a third person by, or is registered in the name of or endorsed by, a fiduciary, neither the purchaser nor the securities broker has any duty to inquire into the rightfulness of the transfer or any notice of an adverse claim, except that if the purchaser or securities broker for the seller or purchaser knows that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or securities broker is deemed to have notice of an adverse claim.
Bank Act — B-1.01 107
Staleness as notice 107 An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase (a) made more than one year after any date set for such a presentation or surrender; or (b) made more than six months after any date set for payment of money against such a presentation or surrender if funds are available for payment on that date.
Bank Act — B-1.01 108
Warranties to issuer 108 (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement. Warranties to purchaser (2) A person by transferring a security to a purchaser for value warrants only that (a) the transfer is effective and rightful; (b) the security is genuine and has not been materially altered; and (c) the person knows of nothing that might impair the validity of the security. Warranties of intermediary (3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against that delivery, the intermediary by that delivery warrants only the intermediary’s own good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery. Warranties of pledgee (4) A pledgee or other holder for purposes of security who redelivers a security received, or after payment and on order of the debtor delivers that security to a third person, gives only the warranties of an intermediary under subsection (3). Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.
Bank Act — B-1.01 109
Right to compel endorsement 109 Where a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.