GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 183
Contents of certificate 183 (1) The following information must be stated on the face of each security certificate issued by a cooperative: (a) the name of the cooperative; (b) the words “Incorporated under the Canada Cooperatives Act ”, “constituée sous l’autorité de la Loi canadienne sur les coopératives ”, “Subject to the Canada Cooperatives Act ” or “assujetti à la Loi canadienne sur les coopératives ”; (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. Notation of restrictions (2) No restriction, charge, lien, hypothec, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is 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. Restrictions, etc. (3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are (a) a restriction on transfer other than a constraint under section 130; (b) a charge, lien or hypothec in favour of the cooperative; (c) a unanimous agreement; and (d) an endorsement under subsection 302(10). Restrictions (4) If the issued investment shares of a distributing cooperative remain outstanding and are held by more than one person, the cooperative must not restrict the transfer or ownership of its investment shares of any class or series except by way of a constraint under section 130. Conspicuous notation (5) A reference to a constraint on the issue, transfer or ownership of any class or series of investment shares must be noted conspicuously on every security certificate evidencing such a share that is issued after the share becomes subject to the constraint under this Act, if the constraint is one (a) for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles or required by law to carry on business or qualify for benefit; or (b) to comply with any prescribed law. Effect of failure to note constraint (6) A failure to note a constraint under subsection (5) does not invalidate the investment share or the security certificate and does not render the constraint ineffective. 1998, c. 1, s. 183; 2001, c. 14, s. 198; 2011, c. 21, s. 89
Canada Cooperatives Act — C-1.7 184
Contents of certificate 184 (1) Every share certificate for an investment share of a cooperative that is authorized to issue shares of more than one class or series must clearly state (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exist when the share certificate is issued; or (b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached to it and that the cooperative will provide a shareholder, on demand and without charge, with a full copy of the text of (i) any rights, privileges, restrictions and conditions attached to each class authorized to be issued, and to each series, that have been fixed by the directors, and (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series. Copy of information (2) If a share certificate for an investment share contains the statement referred to in paragraph (1)(b), the cooperative must provide the shareholder, on demand and without charge, with a copy of (a) the rights, privileges, restrictions and conditions attached to each class or series of investment shares authorized to be issued; and (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series of investment shares in the same class.
Canada Cooperatives Act — C-1.7 185
Fractional shares 185 (1) A cooperative may issue for each fractional investment share, a certificate in registered form or scrip certificates in registered form that entitle the holder to receive a certificate for a full investment share in exchange for scrip certificates equalling a full investment share. Replacement (1.1) A cooperative must, on the request of a holder of a certificate for a fractional investment share or scrip certificate that is in bearer form and that was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional investment share or a scrip certificate, as the case may be. Conditions (2) The directors may attach conditions to scrip certificates issued by the cooperative, including conditions that (a) the scrip certificates become void or, in Quebec, null if not exchanged for an investment share representing a full investment share before a specified date; and (b) any investment shares for which the scrip certificates are exchangeable may, despite any pre-emptive right, be issued by the cooperative to any person and the proceeds distributed rateably to the holders of the scrip certificates. Voting rights (3) A holder of a fractional investment share is not entitled to exercise voting rights or to receive a dividend in respect of the investment share unless (a) the fractional share results from a consolidation of investment shares; or (b) the articles of the cooperative provide otherwise. Exercise of voting rights (4) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate. 1998, c. 1, s. 185; 2011, c. 21, s. 90(E); 2018, c. 8, s. 65
Canada Cooperatives Act — C-1.7 186
Securities register 186 (1) A cooperative that issues securities must maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series (a) the names, in alphabetical order, and the latest known address of each person who holds or previously held the security; (b) the number of securities held by each security holder; and (c) the date and particulars of the issue and transfer of each security. Location of register (2) The securities register must be maintained at the cooperative’s registered office or at any other place in Canada designated by the directors. Branch registers (3) A cooperative may maintain additional branch securities registers in other places designated by the directors. Contents of branch register (4) A branch securities register only contains particulars of securities issued or transferred at the branch. The same information is also recorded in the central registry. Destruction of certificates (5) A cooperative, its agent or mandatary or a trustee as defined in section 266 is not required to produce (a) a cancelled security certificate in registered form, an instrument referred to in any of subsections 142(1) to (3) 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 any of subsections 142(1) to (3) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in any of subsections 142(1) to (3) or a like instrument, irrespective of its form, after the date of its expiration.
Canada Cooperatives Act — C-1.7 187
Agent or mandatary 187 A cooperative may appoint an agent or mandatary to maintain securities registers on its behalf. 1998, c. 1, s. 187; 2011, c. 21, s. 91(E)
Canada Cooperatives Act — C-1.7 188
Registration 188 The registration of the issue or transfer of an investment share in a securities register maintained by the cooperative is complete and valid registration for all purposes.
Canada Cooperatives Act — C-1.7 189
Trustee 189 Subject to sections 51, 53 and 61, a cooperative or a trustee as defined in section 266 may treat the person whose name appears on the securities register as the owner of a security as its owner for all purposes.
Canada Cooperatives Act — C-1.7 190
Proof of ownership 190 If a cooperative restricts the right to transfer its investment shares, the cooperative may, despite section 189, treat a person as the registered holder of a security if the person provides the cooperative with evidence that reasonably meets the requirements of the cooperative that the person is (a) the heir of a deceased security holder, or the fiduciary of the estate or succession of a deceased security holder, or of a registered security holder who is a minor, an incapable person or a missing person; or (b) a liquidator of, or a trustee in bankruptcy for, a registered security holder. 1998, c. 1, s. 190; 2018, c. 8, s. 66
Canada Cooperatives Act — C-1.7 191
Proof of ownership 191 A cooperative must treat a person, other than one described in section 190, as being entitled to exercise the rights and privileges attached to a security if the person provides proof that the person has acquired ownership of the security by operation of law or has legal authority to exercise the rights and privileges.
Canada Cooperatives Act — C-1.7 192
Joint owners 192 If satisfactory proof of the death of a joint holder of a security is provided to a cooperative, it may treat any surviving joint holders as the owner of the security.
Canada Cooperatives Act — C-1.7 193
Duties of cooperative 193 A cooperative is not required to inquire into the existence of, or see to the performance of, any duty owed to a third person by a registered holder or a person who may be treated as a registered holder of a security.
Canada Cooperatives Act — C-1.7 194
Minors 194 If an individual who is less than 18 years of age exercises a right of ownership in a security of a cooperative, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the cooperative. 1998, c. 1, s. 194; 2011, c. 21, s. 92
Canada Cooperatives Act — C-1.7 195
Deceased owner 195 (1) Subject to any applicable law relating to the collection of taxes, a person who is an heir or a fiduciary of an estate or succession of a deceased security holder is entitled to become the registered holder or to designate a registered holder if the person deposits the following information with the cooperative or its transfer agent, together with any reasonable assurances that the cooperative may require: (a) the security certificate or, in default of one, a document proving that the deceased was the security holder; (b) a document proving the death of the security holder; and (c) a document proving that the heir or fiduciary has the right under the law of the place in which the deceased was domiciled immediately before their death to deal with the security. Endorsement (2) A security certificate referred to in paragraph (1)(a) must be endorsed (a) in the case of a transfer to an heir or fiduciary, by that person; and (b) in any other case, in a manner acceptable to the cooperative. Right of cooperative (3) Deposit of the documents required by subsection (1) empowers a cooperative or its transfer agent to record in a securities register the transmission of a security from the deceased holder to the heir or fiduciary or to any person that the heir or fiduciary may designate and to treat the person who becomes a registered holder as the owner of the securities.
Canada Cooperatives Act — C-1.7 196
Overissue 196 (1) Subject to this section, the provisions of this Part that validate a security or compel its issue or reissue do not apply if the validation, issue or reissue of a security would result in overissue. Identical security (2) The person who is entitled to a validation or issue may, if there has been an overissue and if a valid security that is similar in all respects to the security involved in the overissue is reasonably available for purchase, compel the issuer to purchase and deliver that security against the surrender of the security that the person holds. If identical security not available (3) If a valid security that is similar in all respects to the security involved in the overissue is not reasonably available for purchase, the person who is 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. Increase in capital (4) The overissued securities are valid from the date they were issued only if the issuer increases the number of its authorized securities to a number equal to or greater than the number of securities previously authorized plus the number of the securities overissued.
Canada Cooperatives Act — C-1.7 197
Exemptions 197 Sections 147 to 149 and 152 do not apply to a payment or purchase by an issuer under section 196.
Canada Cooperatives Act — C-1.7 198
Rules of action 198 The following rules apply in an action on a security: (a) each signature on the security certificate or in a necessary endorsement is admitted unless specifically denied in the pleadings; (b) a signature on the security is presumed to be genuine and authorized but, if the effectiveness of the signature is 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 a certificate entitles the holder to recover on it unless the other party establishes a defence or defect going to the validity of the security; and (d) if the other party establishes the defence or defect, the plaintiff has the burden of establishing that the defect is ineffective against the plaintiff or some other person under whom the claim is made.
Canada Cooperatives Act — C-1.7 199
Delivery of securities 199 (1) A person who is required to deliver securities may deliver any security of the specified issue (a) in bearer form; (b) in registered form in the name of the transferee; or (c) endorsed to the person or in blank. Limitation (2) Subsection (1) is subject to any agreement to the contrary, 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. 1998, c. 1, s. 199; 2018, c. 8, s. 67
Canada Cooperatives Act — C-1.7 200
Incorporation by reference 200 (1) The terms of a security include those stated on the security and those incorporated by reference to another instrument or act, Act of Parliament or the legislature of a province, regulation, rule or order to the extent that the incorporated terms do not conflict with those stated on the security. Purchaser without notice (2) Subsection (1) applies to a good faith purchaser but the incorporation by reference is itself not notice of a defect to the purchaser even if the security expressly states that a person accepting it admits that notice. 1998, c. 1, s. 200; 2011, c. 21, s. 93(E)
Canada Cooperatives Act — C-1.7 201
Validity of security 201 A security is valid in the hands of a good faith purchaser.
Canada Cooperatives Act — C-1.7 202
Defence 202 Subject to section 205, the fact that a security is not genuine is a complete defence even against a good faith purchaser.
Canada Cooperatives Act — C-1.7 203
Defences 203 All other defences of an issuer, including non-delivery and conditional delivery of a security, are ineffective against a good faith purchaser.
Canada Cooperatives Act — C-1.7 204
Deemed notice 204 (1) A purchaser is deemed to have notice of any defect in the issue of a security or any defence of the issuer if the security becomes stale within the meaning of subsection (2). Stale security (2) A security becomes stale if (a) the purchaser takes the security more than two years after (i) the date on which performance of the principal obligation evidenced by the security was due, or (ii) the set date on or after which the security is to be presented or surrendered for redemption or exchange; or (b) the payment of money or the delivery of securities is required in order to present or surrender the security, the money or securities are available on the day for the payment or delivery and the purchaser takes the security more than one year after that day.
Canada Cooperatives Act — C-1.7 205
Unauthorized signature 205 (1) Subject to subsection (2), an unauthorized signature on a security is ineffective. Limited effectiveness (2) An unauthorized signature on a security is effective in favour of a good faith purchaser if the signature was made by (a) an authenticating trustee, transfer agent or other person entrusted by the issuer with the duty to sign the security, or similar securities, or to prepare them for signing; or (b) an employee of the issuer or a person referred to in paragraph (a) who handles the security in the ordinary course of their duties.
Canada Cooperatives Act — C-1.7 206
Completion of form 206 If a security contains the signatures necessary for its issue or transfer but is incomplete in another respect, any person may complete it in accordance with their authority.
Canada Cooperatives Act — C-1.7 207
Enforceability 207 A security that was completed incorrectly is enforceable by a good faith purchaser.
Canada Cooperatives Act — C-1.7 208
Fraud 208 A completed security that was improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms.
Canada Cooperatives Act — C-1.7 209
Guarantees 209 (1) A person signing a security as an authenticating trustee, transfer agent or other person entrusted by the issuer with the duty to sign the security guarantees to a good faith purchaser that (a) the security is genuine; (b) the person’s acts in connection with 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. Liability (2) Unless agreed otherwise, a person referred to in subsection (1) does not assume any further liability for the validity of the security.
Canada Cooperatives Act — C-1.7 210
Acquisition of rights 210 (1) On delivery of a security, the purchaser of the security acquires the rights in it that the transferor had or had authority to convey. Claim free (2) A good faith purchaser of a security acquires it free from any adverse claim. No better position (3) A purchaser who was a party to a fraud or illegality affecting a security or who, as a prior holder, had notice of an adverse claim does not have a better position by taking from a later good faith purchaser.
Canada Cooperatives Act — C-1.7 211
Limitation of the purchase 211 A purchaser acquires rights only to the extent of the interest or right purchased. 1998, c. 1, s. 211; 2011, c. 21, s. 94(E)
Canada Cooperatives Act — C-1.7 212
Deemed notice 212 (1) A purchaser of a security, or a broker for a seller or purchaser, is deemed to have notice of an adverse claim if (a) the security has been endorsed “for collection” or “for surrender” or for some other purpose other than transfer; or (b) the security is in bearer form and has a statement on it that it belongs to a person other than the transferor. Name (2) The mere writing of a name on a security is not a statement for the purposes of paragraph (1)(b).
Canada Cooperatives Act — C-1.7 213
No duty to inquire 213 (1) A purchaser of a security, or a broker for a seller or purchaser, has no duty to inquire into the rightfulness of the transfer and, subject to section 214, has no notice of an adverse claim. Third party holding (2) Subsection (1) applies even if the purchaser or broker has notice that the security is held by a third person or is registered in the name of or endorsed by a fiduciary.
Canada Cooperatives Act — C-1.7 214
Deemed notice 214 A purchaser or broker who knows that the transaction is for the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty is deemed to have notice of an adverse claim.
Canada Cooperatives Act — C-1.7 215
Staleness 215 (1) The following events do not constitute notice of an adverse claim except if the security becomes stale within the meaning of subsection (2): (a) an event that creates a right to performance of the principal obligation evidenced by the security; or (b) an event that sets the date on or after which the security is to be presented or surrendered for redemption or exchange. Staleness of security (2) A security becomes stale if (a) the purchaser takes the security more than one year after (i) the date on which performance of the principal obligation evidenced by the security was due, or (ii) the date on or after which the security was to be presented or surrendered for redemption or exchange; or (b) the payment of money or the delivery of securities is required in order to present or surrender the security, the money or securities are available on the day for the payment or delivery and the purchaser takes the security more than six months after that day.
Canada Cooperatives Act — C-1.7 216
Guarantee 216 (1) A person who presents a security for registration of transfer or for payment or exchange guarantees to the issuer that the person is entitled to do so. Limitation on guarantee (2) A good faith purchaser who receives a new, re-issued or re-registered security and who registers a transfer guarantees only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.
Canada Cooperatives Act — C-1.7 217
Content of guarantee 217 A person who transfers a security to a purchaser for value guarantees by the transfer 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.
Canada Cooperatives Act — C-1.7 218
Guarantee of intermediary 218 An intermediary delivering a security to a purchaser who knows that the intermediary is an intermediary guarantees only good faith.
Canada Cooperatives Act — C-1.7 219
Guarantee of broker 219 A broker gives to a customer, to the issuer and to a purchaser the guarantees provided in sections 216 to 218 and has the rights and privileges of a purchaser under those sections, and those guarantees of and in favour of the broker acting as an agent or mandatary are in addition to guarantees given by the customer and guarantees given in favour of the customer.
Canada Cooperatives Act — C-1.7 220
Right to compel endorsement 220 If a registered security is delivered to a purchaser without a necessary endorsement, the purchaser has the right to demand the endorsement. The purchaser becomes a good faith purchaser after the endorsement.
Canada Cooperatives Act — C-1.7 221
Definition of appropriate 221 (1) In this section, section 222, subsections 229(1) and 237(1) and section 241, appropriate , with respect to a person, means that the person is (a) the person who is specified by the security or by a 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 as one, either that person or their successor; (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more of those persons is no longer a fiduciary, 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 not all of the persons can sign, the survivor or survivors; (f) a person who has the legal power to sign; or (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. Time for determination (2) The authority of a person signing is determined as of the time of signing. 1998, c. 1, s. 221; 2018, c. 8, s. 68