Canada Business Corporations Act — C-44 49
Rights of holder 49 (1) Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them. Maximum fee for certificate by regulation (2) A corporation may charge a fee, not exceeding the prescribed amount, for a security certificate issued in respect of a transfer. Joint holders (3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all. Signatures (4) A security certificate shall be signed by at least one of the following persons, or the signature shall be printed or otherwise mechanically reproduced on the certificate: (a) a director or officer of the corporation; (b) a registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf; and (c) a trustee who certifies it in accordance with a trust indenture. (5) [Repealed, 2001, c. 14, s. 30] Continuation of signature (6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue. Contents of share certificate (7) There shall be stated on the face of each share certificate issued by a corporation (a) the name of the corporation; (b) the words “Incorporated under the Canada Business Corporations Act ” or “subject to the Canada Business Corporations Act ”; (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. Restrictions (8) No restriction, charge, lien, hypothec, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was 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: (a) a restriction on transfer other than a constraint under section 174; (b) a charge, lien or hypothec in favour of the corporation; (c) a unanimous shareholder agreement; or (d) an endorsement under subsection 190(10). Limit on restriction (9) A distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, shall not have a restriction on the transfer or ownership of its shares of any class or series except by way of a constraint permitted under section 174. Notation of constraint (10) Where the articles of a corporation constrain the issue, transfer or ownership of shares of any class or series in order to assist (a) the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, or (b) the corporation to comply with any prescribed law, the constraint, or a reference to it, shall be conspicuously noted on every security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act. Failure to note (11) The failure to note a constraint or a reference to it pursuant to subsection (10) shall not invalidate any share or security certificate and shall not render a constraint ineffective against an owner, holder or transferee of t