GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44
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 or right in the security; ( opposition )
Canada Business Corporations Act — C-44
bearer means the person in possession of a security payable to bearer or endorsed in blank; ( porteur )
Canada Business Corporations Act — C-44
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 or endorsed to the purchaser or endorsed in blank; ( acheteur de bonne foi )
Canada Business Corporations Act — C-44
broker means a person who is engaged, whether or not exclusively, 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 )
Canada Business Corporations Act — C-44
delivery means voluntary transfer of possession; ( livraison ou remise )
Canada Business Corporations Act — C-44
fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; ( représentant )
Canada Business Corporations Act — C-44
fungible , in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; ( fongibles )
Canada Business Corporations Act — C-44
genuine means free of forgery or counterfeiting; ( authentique )
Canada Business Corporations Act — C-44
good faith means honesty in fact in the conduct of the transaction concerned; ( bonne foi )
Canada Business Corporations Act — C-44
holder means a person in possession of a security issued or endorsed to the person or the bearer or in blank; ( détenteur )
Canada Business Corporations Act — C-44 (a)
issuer includes a corporation (a) that is required by this Act to maintain a securities register, (b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or (c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests; ( émetteur )
Canada Business Corporations Act — C-44
overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue; ( émission excédentaire )
Canada Business Corporations Act — C-44
purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; ( acquéreur )
Canada Business Corporations Act — C-44 (a)
security or security certificate means an instrument issued by a corporation 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 or right in or obligation of a corporation; ( valeur mobilière ou certificat de valeur mobilière )
Canada Business Corporations Act — C-44
transfer includes transmission by operation of law; ( transfert )
Canada Business Corporations Act — C-44
trust indenture means a trust indenture as defined in section 82; ( acte de fiducie )
Canada Business Corporations Act — C-44
unauthorized , in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; ( non autorisé )
Canada Business Corporations Act — C-44
valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. ( valide )
Canada Business Corporations Act — C-44 50
Securities records 50 (1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder; (b) the number of securities held by each security holder; and (c) the date and particulars of the issue and transfer of each security. Central and branch registers (2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers. Place of register (3) A central securities register shall be maintained by a corporation at its registered office or at any other place in Canada designated by the directors, and any branch securities registers may be kept at any place in or out of Canada designated by the directors. Effect of registration (4) 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. Branch register (5) A branch securities register shall only contain particulars of securities issued or transferred at that branch. Central register (6) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register. Destruction of certificates (7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce (a) a cancelled security certificate in registered form, an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 29(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 29(1) or a like instrument, irrespective of its form, after the date of its expiration. R.S., 1985, c. C-44, s. 50; 2011, c. 21, s. 30(E)
Canada Business Corporations Act — C-44 51
cordance with section 65, and accompanied by any assurance the corporation may require under section 77. Excepted transmissions (8) Despite subsection (7), 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 or the probate of the will or the notarial minutes of the probate in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent (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 or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder. Right of corporation (9) Deposit of the documents required by subsection (7) or (8) empowers a corporation 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 (2)(a) or to such person as the person referred to in that paragraph may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of those securities. R.S., 1985, c. C-44, s. 51; 2001, c. 14, ss. 31, 135(E); 2011, c. 21, s. 31; 2018, c. 8, s. 9(E)
Canada Business Corporations Act — C-44 52
Overissue 52 (1) The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue, but (a) if a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds; (b) if a valid security, similar in all respects to the security involved in the overissue, 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) When an issuer amends its articles or a trust indenture to which it is a party to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued 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 to which section 34, 35, 36 or 39 applies. R.S., 1985, c. C-44, s. 52; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 53
Burden of proof 53 In an 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 some person under whom the plaintiff claims. R.S., 1985, c. C-44, s. 53; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 54
Securities fungible 54 Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation made under any such Act or to any applicable stock exchange rule, a person required to deliver securities may deliver any security of the specified issue. R.S., 1985, c. C-44, s. 54; 2001, c. 14, s. 135(E); 2018, c. 8, s. 10
Canada Business Corporations Act — C-44 55
Notice of defect 55 (1) Even against a purchaser for value 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 in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated 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, even though 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) Subject to section 57, the fact that a security is not genuine is a complete defence even against a purchaser for value without notice. Ineffective defences (4) All other defences of an issuer, including non-delivery and conditional delivery of a security, are ineffective against a purchaser for value without notice of the particular defence. R.S., 1985, c. C-44, s. 55; 2011, c. 21, s. 32(E)
Canada Business Corporations Act — C-44 56
Staleness as notice of defect 56 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 such money 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 such performance became due. R.S., 1985, c. C-44, s. 56; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 57
Unauthorized signature 57 An unauthorized signature on a security before or in the course of its 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 their duties handles the security. R.S., 1985, c. C-44, s. 57; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 58
Completion or alteration 58 (1) Where a security contains the signatures necessary for 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 their 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 such incorrectness. Enforceability (2) A completed security that has been improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms. R.S., 1985, c. C-44, s. 58; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 59
Warranties of agents 59 (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 their 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. R.S., 1985, c. C-44, s. 59; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 60
Title of purchaser 60 (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that 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 does not improve their position 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. Limitation of the purchase (3) A purchaser acquires rights only to the extent of the interest or right purchased. R.S., 1985, c. C-44, s. 60; 2001, c. 14, s. 135(E); 2011, c. 21, s. 33(E)
Canada Business Corporations Act — C-44 61
Deemed notice of adverse claim 61 (1) A purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim if (a) the security, whether in bearer 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. Notice of fiduciary duty (2) Notwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know 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 broker is deemed to have notice of an adverse claim. R.S., 1985, c. C-44, s. 61; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 62
Staleness as notice of adverse claim 62 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) after one year from any date set for such presentation or surrender for redemption or exchange; or (b) after six months from any date set for payment of money against presentation or surrender of the security if funds are available for payment on that date. 1974-75-76, c. 33, s. 58; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 63
Warranties to issuer 63 (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 such delivery, the intermediary by such delivery warrants only the intermediary’s 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 broker (5) A broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer. R.S., 1985, c. C-44, s. 63; 2001, c. 14, s. 135(E); 2011, c. 21, s. 34(E)
Canada Business Corporations Act — C-44 64
Right to compel endorsement 64 When 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. R.S., 1985, c. C-44, s. 64; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 65
Definition of appropriate person 65 (1) In this section, appropriate person means (a) the person specified by the security or by special endorsement to be entitled to the security; (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person’s successor; (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified; (d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, minority or incapability, the person’s fiduciary; (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death all cannot sign, the survivor or survivors; (f) a person having power to sign under applicable law or a power of attorney; or (g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary. Determining appropriate person (2) Whether the person signing is an appropriate person is determined as of the time of signing and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances. Endorsement (3) An endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security. Special or blank (4) An endorsement may be special or in blank. Blank endorsement (5) An endorsement in blank includes an endorsement to bearer. Special endorsement (6) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it. Right of holder (7) A holder may convert an endorsement in blank into a special endorsement. Immunity of endorser (8) Unless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer. Partial endorsement (9) An endorsement purporting to be only of part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement. Failure of fiduciary to comply (10) Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. R.S., 1985, c. C-44, s. 65; 2001, c. 14, ss. 32(E), 135(E); 2011, c. 21, s. 35(E); 2018, c. 8, s. 11
Canada Business Corporations Act — C-44 66
Effect of endorsement without delivery 66 An endorsement of a security whether special or in blank does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document. 1974-75-76, c. 33, s. 62; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 67
Endorsement in bearer form 67 An endorsement of a security in bearer form may give notice of an adverse claim under section 61 but does not otherwise affect any right to registration that the holder has. 1974-75-76, c. 33, s. 63; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 68
Effect of unauthorized endorsement 68 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value without notice of an adverse claim who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner (a) has ratified an unauthorized endorsement of the security; or (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement. Liability of issuer (2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration. 1974-75-76, c. 33, s. 64; 1978-79, c. 9, s. 1(F)