GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 82
Declaration of dividend 82 (1) The directors of a company may declare and a company may pay a dividend by issuing fully paid shares of the company or options or rights to acquire fully paid shares of the company and, subject to subsection (4), the directors of a company may declare and a company may pay a dividend in money or property, and where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada. Notice to Superintendent (2) The directors of a company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment. Share dividend (3) If shares of a company are issued in payment of a dividend, the company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money. When dividend not to be declared (4) The directors of a company shall not declare and a company shall not pay a dividend if there are reasonable grounds for believing that the company is, or the payment would cause the company to be, in contravention of any regulation referred to in subsection 473(1) or (2) or any direction made pursuant to subsection 473(3). (5) [Repealed, 2007, c. 6, s. 345] 1991, c. 45, s. 82; 2001, c. 9, s. 494; 2007, c. 6, s. 345
Trust and Loan Companies Act — T-19.8 83
Restriction on subordinated indebtedness 83 (1) A company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property. References to subordinated indebtedness (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by a company refer to the subordinated indebtedness otherwise than as subordinated indebtedness. Deemed not to be a deposit (3) Subordinated indebtedness issued by a company is deemed not to be a deposit. Other currencies (4) When issuing subordinated indebtedness, a company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.
Trust and Loan Companies Act — T-19.8 84
Definitions 84 In this section and sections 85 to 138, adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition ) bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi ) clearing agency means a person designated as a recognized clearing agency by the Superintendent; ( agence de compensation et de dépôt ) delivery means voluntary transfer of possession; ( livraison ou remise ) fungible , in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles ) genuine means free of forgery or counterfeit; ( authentique ) good faith means honesty in fact in the conduct of the transaction concerned; ( bonne foi ) over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; ( émission excédentaire ) purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur ) securities broker means a person who is engaged for all or part of the person’s time in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to, a customer; ( courtier ) security or security certificate means an instrument issued by a company that is (a) in bearer, order or registered form, (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (c) one of a class or series or by its terms divisible into a class or series of instruments, and (d) evidence of a share, participation or other interest in or obligation of a company, but does not include an instrument evidencing a deposit; ( valeur mobilière ou certificat de valeur mobilière ) trust indenture has the meaning given that expression by section 299; ( acte de fiducie ) 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 ) 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 company; ( valeur mobilière sans certificat ) valid means issued in accordance with the applicable law or validated under section 100. ( valide )
Trust and Loan Companies Act — T-19.8
adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in a security; ( opposition )
Trust and Loan Companies Act — T-19.8
bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi )
Trust and Loan Companies Act — T-19.8
clearing agency means a person designated as a recognized clearing agency by the Superintendent; ( agence de compensation et de dépôt )
Trust and Loan Companies Act — T-19.8
delivery means voluntary transfer of possession; ( livraison ou remise )
Trust and Loan Companies Act — T-19.8
fungible , in respect of securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles )
Trust and Loan Companies Act — T-19.8
genuine means free of forgery or counterfeit; ( authentique )
Trust and Loan Companies Act — T-19.8
good faith means honesty in fact in the conduct of the transaction concerned; ( bonne foi )
Trust and Loan Companies Act — T-19.8
over-issue means the issue of securities in excess of any maximum number of securities that the issuer is authorized to issue; ( émission excédentaire )
Trust and Loan Companies Act — T-19.8
purchaser means a person who takes an interest in a security by sale, mortgage, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur )
Trust and Loan Companies Act — T-19.8
securities broker means a person who is engaged for all or part of the person’s time in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to, a customer; ( courtier )
Trust and Loan Companies Act — T-19.8 (a)
security or security certificate means an instrument issued by a company that is (a) in bearer, order or registered form, (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (c) one of a class or series or by its terms divisible into a class or series of instruments, and (d) evidence of a share, participation or other interest in or obligation of a company, but does not include an instrument evidencing a deposit; ( valeur mobilière ou certificat de valeur mobilière )
Trust and Loan Companies Act — T-19.8
trust indenture has the meaning given that expression by section 299; ( acte de fiducie )
Trust and Loan Companies Act — T-19.8
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 )
Trust and Loan Companies Act — T-19.8
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 company; ( valeur mobilière sans certificat )
Trust and Loan Companies Act — T-19.8
valid means issued in accordance with the applicable law or validated under section 100. ( valide )
Trust and Loan Companies Act — T-19.8 85
Provisions governing transfers of securities 85 The transfer of a security is governed by sections 86 to 138.
Trust and Loan Companies Act — T-19.8 86
Security a negotiable instrument 86 (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.
Trust and Loan Companies Act — T-19.8 87
Status of guarantor 87 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.
Trust and Loan Companies Act — T-19.8 88
Rights of holder 88 (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 company in respect of the securities of that company held by the security holder. Fee for security certificate (2) A company may charge a fee, not exceeding a prescribed amount, for a security certificate issued in respect of a transfer. Joint holders (3) A company 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. 45, s. 88; 1999, c. 31, s. 214
Trust and Loan Companies Act — T-19.8 89
Signatures 89 (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 company; (b) a registrar or transfer agent of the company 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 company may issue the security certificate even if the person has ceased to be a director or officer of the company. The security certificate is as valid as if the person were a director or officer at the date of its issue. 1991, c. 45, s. 89; 2005, c. 54, s. 377
Trust and Loan Companies Act — T-19.8 90
Contents of share certificate 90 There shall be stated on the face of each share certificate issued by a company after the coming into force of this section (a) the name of the company; (b) a statement that the company is subject to the Trust and Loan Companies 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.
Trust and Loan Companies Act — T-19.8 91
Restrictions and charges 91 (1) No charge in favour of a company and no restriction on transfer other than a constraint under Part VII is effective against a transferee of a security issued by the company 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 company remain outstanding and are held by more than one person, the company 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 company 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. 45, s. 91; 2005, c. 54, s. 378
Trust and Loan Companies Act — T-19.8 92
Particulars of class 92 (1) There shall be stated legibly on a share certificate issued after the coming into force of this section by a company 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 company 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 company contains the statement mentioned in paragraph (1)(b), the company 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).
Trust and Loan Companies Act — T-19.8 93
Fractional share 93 A company 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.
Trust and Loan Companies Act — T-19.8 94
Scrip certificates 94 The directors of a company may attach conditions to any scrip certificate issued by the company, 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 company to any person and the proceeds thereof may be distributed rateably to the holders of all the scrip certificates.
Trust and Loan Companies Act — T-19.8 95
Holders of fractional shares 95 (1) A holder of a fractional share issued by a company 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.
Trust and Loan Companies Act — T-19.8 96
Dealings with registered owner 96 (1) A company or a trustee within the meaning of section 299 may, subject to subsections 140(5) to (7) and sections 141 to 144 and 148, 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 company 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 company with evidence as described in subsection 130(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 company 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 company that is not registered in the person’s name, the company shall, subject to this Act, treat that person as entitled to exercise those rights or privileges. Immunity of company (4) A company 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. 45, s. 96; 2005, c. 54, s. 379
Trust and Loan Companies Act — T-19.8 97
Minors 97 If a minor exercises any rights of ownership in the securities of a company, no subsequent repudiation or avoidance is effective against the company. 1991, c. 45, s. 97; 2005, c. 54, s. 380(E)
Trust and Loan Companies Act — T-19.8 98
Joint shareholders 98 A company may treat as owners of a security the survivors of persons to whom the security was issued as joint holders, if the company receives proof satisfactory to it of the death of any of the joint holders.
Trust and Loan Companies Act — T-19.8 99
Transmission of securities 99 (1) Subject to the provisions of Part VII and any applicable law relating to the collection of taxes, a person referred to in paragraph 96(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 96(2)(a) delivers to the company 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 company that is a trust company pursuant to subsection 57(2) or a trust company incorporated by or under the laws of a province, or (iii) a lawyer or notary acting on behalf of the person referred to in paragraph 96(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 96(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 96(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 114, and accompanied by any assurance the company may require under section 130. 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 company 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 company to treat as owner (3) Subject to Part VII, delivery of the documents referred to in this section empowers a company 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 96(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.
Trust and Loan Companies Act — T-19.8 100
Over-issue 100 (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 74 or 80 applies.
Trust and Loan Companies Act — T-19.8 101
Burden of proof 101 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.
Trust and Loan Companies Act — T-19.8 102
Securities fungible 102 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.