Older Uniform Acts

Securities Transfer Act



PART 1 - INTERPRETATION, COMMUNICATIONS, APPLICATION AND OTHER GENERAL PROVISIONS

Interpretation

1(1)    In this Act,
“adverse claim” means a claim made by a claimant that
(a)    the claimant has a property interest in a financial asset, and
(b)    it is a violation of the rights of that claimant for another person to hold, transfer or deal with the financial asset;
“appropriate person” means
(a)    with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(b)    with respect to an instruction, the registered owner of an uncertificated security;
(c)    with respect to an entitlement order, the entitlement holder;
(d)    in the case of a person referred to in paragraphs (a) to (c) being deceased, that person’s successor taking under the law, other than this Act, or that person’s personal representative acting for the estate of the decedent;
(e)    in the case of a person referred to in paragraphs (a) to (c) lacking capacity, that person’s guardian or other similar representative who has power under the law, other than this Act, to transfer the security or financial asset;

“bearer form” means, in respect of a certificated security, a form in which the security is payable to the bearer of the security certificate according to the security certificate’s terms but not by reason of an endorsement;

“broker” means a person defined as a dealer under the [Securities Act];

“certificated security” means a security that is represented by a certificate;

“clearing agency” means a person that carries on a business or activity as a clearing agency or clearing house within the meaning of the [Securities Act] or the securities regulatory law of another province or territory in Canada
(a)    who is recognized or otherwise regulated as a clearing agency or clearing house by the [Province’s Securities Commission] or by a securities regulatory authority of another province or territory in Canada; and
(b)    whose clearing and settlement system is designated under Part I of the Payment Clearing and Settlement Act (Canada) or who is a securities and derivatives clearing house for the purposes of section 13.1 of that Act;

“collusion” means acting in concert, acting by conspiratorial arrangement or acting by agreement for the purpose of violating a person’s rights in respect of a financial asset;

“commodity contract” means a commodity contract as defined in the [Personal Property Security Act];
“corporation” means any body corporate with share capital whether or not it is incorporated under the laws of [the Province];

“endorsement” means a signature that, alone or accompanied by other words, is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem the security;

“entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary and includes a person who acquires a security entitlement by virtue of paragraph 106(1)(b) or (c);

“entitlement order” means a notification communicated to a securities intermediary directing the transfer or redemption of a financial asset to which the entitlement holder has a security entitlement;

“fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;

“financial asset” means, except as otherwise provided for in sections 14 to 20,
(a)    a security;
(b)    an obligation of a person that
(i)    is, or is of a type, dealt in or traded on financial markets, or
(ii)    is recognized in any area in which it is issued or dealt in as a medium for investment;
(c)    a share, participation or other interest in a person, or in property or an enterprise of a person, that
  • (i)    is, or is of a type, dealt in or traded on financial markets, or
  • (ii)    is recognized in any area in which it is issued or dealt in as a medium for investment;
(d)    any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Act;
(e)    a credit balance in a securities account, unless the securities intermediary has expressly agreed with the person for whom the account is maintained that it is not to be treated as a financial asset under this Act;

“genuine” means free of forgery or counterfeiting;

“government or agency of it” means Her Majesty in right of Canada or in right of [the Province] or another province, an agency of Her Majesty in right of Canada or in right of [the Province] or another province, a territory or municipality in Canada, the government of a foreign country or any political subdivision of it and any agency of it;

“instruction” means a notification communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed;
“issuer”,
(a)    with respect to a registration of a transfer, means a person on whose behalf transfer books are maintained;
(b)    with respect to an obligation on or a defence to a security, includes
  • (i)    a person who places or authorizes the placing of the person’s name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence
(A)    a share, participation or other interest in the person’s property or in an enterprise, or
(B)    the person’s duty to perform an obligation represented by the certificate;
  • (ii)    a person who creates a share, participation or other interest in the person’s property or in an enterprise or undertakes an obligation that is an uncertificated security;
  • (iii)    a person who directly or indirectly creates a fractional interest in the person’s rights or property, if the fractional interest is represented by a security certificate;
  • (iv)    a person who becomes responsible for, or in place of, another person described as an issuer in this paragraph;
“overissue” means the issue of securities in excess of the amount that the issuer is authorized to issue;

“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, business trust, corporation, a natural person in that person’s capacity as trustee, executor, administrator or other representative and a government or agency of it;

“protected purchaser” means a purchaser of a certificated security or an uncertificated security, or of an interest in the security, who
(a)    gives value,
(b)    does not have notice of any adverse claim to the security, and
(c)    obtains control of the security;

“purchase” means a taking by sale, discount, negotiation, mortgage, hypothec, pledge, security interest, issue or re-issue, gift or any other voluntary transaction that creates an interest in property;

“purchaser” means a person who takes by purchase;
“registered form” means, in respect of a certificated security, a form in which
(a)    the security certificate specifies a person entitled to the security, and
(b)    a transfer of the security may be registered on books maintained for that purpose by or on behalf of the issuer, or the security certificate so states;

“representative” means any person empowered to act for another including an agent, an officer of a corporation or association, a trustee, executor or administrator of an estate;

“secured party” means a secured party as defined in the [Personal Property Security Act];

“securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that constitute the financial asset;

“securities intermediary” means
(a)    a clearing agency, or
(b)    a person, including a broker, bank or trust company, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity;

“security” means, except as otherwise provided for in sections 14 to 20, an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer,
(a)    that is represented by a security certificate in bearer form or registered form, or the transfer of which may be registered on books maintained for that purpose by or on behalf of the issuer,
(b)    that is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations, and
(c)    that
  • (i)    is, or is of a type, dealt in or traded on securities exchanges or securities markets, or
  • (ii)    is a medium for investment and by its terms expressly provides that it is a security for the purposes of this Act;
“security certificate” means a certificate representing a security;

“security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 6;

“security interest” means a security interest as defined in the [Personal Property Security Act];

“unauthorized” means, when used with reference to a signature or an endorsement, a signature or an endorsement that is made without actual, implied or apparent authority or that is forged;

“uncertificated security” means a security that is not represented by a certificate.
(2)    The characterization of a person, business, or transaction for purposes of this Act does not determine the characterization of the person, business or transaction for purposes of any other statute, law, regulation or rule.

Uniform interpretation

2    This Act shall be interpreted with regard to the need to promote uniformity in its application.
Control
3(1)    A purchaser has control of a certificated security for the purposes of this Act if the purchaser has control in the manner provided for under section 30.
(2)    A purchaser has control of an uncertificated security for the purposes of this Act if the purchaser has control in the manner provided for under section 31.
(3)    A purchaser has control of a security entitlement for the purposes of this Act if the purchaser has control in the manner provided for under section 32 or 33.

Delivery

4    Delivery of a certificated security or an uncertificated security occurs when the delivery takes place in the manner provided for under section 79.

Financial asset, etc.

5(1)    A reference in this Act to a financial asset is, as the context of the provision requires, a reference to either the interest itself or the means by which a person’s claim to the financial asset is evidenced and, without restricting the generality of the foregoing, includes a certificated security, an uncertificated security, a security certificate or a security entitlement.
(2)    A reference in this Act to a security certificate is a reference to a physical certificate only, and no such certificate converted, displayed, reproduced, recorded, stored or transmitted in electronic form is a valid representation of a certificated security.
Conspicuous
6    For the purposes of this Act, a notification, statement or communication is conspicuous when it is so written or otherwise produced that the person against whom the notification, statement or communication is to operate ought reasonably to have noticed it.
Validity of security
7    A security is valid if it is issued in accordance with the applicable law and the constitutional provisions governing the issuer or validated under this Act.

Guarantor as an issuer

8    With respect to an obligation on or defence to a security, a guarantor is, for the purposes of this Act, an issuer to the extent of the guarantor’s guarantee, whether or not the guarantor’s obligation is noted on a security certificate.

Value

9    A person gives value for rights if the person gives any consideration that is sufficient to support a simple contract and includes an antecedent debt or liability.

Communication and service

10    For the purposes of this Act, information is communicated if it is provided
(a)    by a written or printed form, or
(b)    by any electronic form agreed to by the person providing the information and the person receiving the information.

Notification and knowledge

11(1)    For the purposes of this Act, a person knows or has knowledge of a fact when
(a)    information comes to the person’s attention under circumstances in wh ich a reasonable person would take cognizance of it, or
(b)    the person has received a notice or notification of it.
(2)    A person notifies or gives a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
(3)    A person receives a notice or notification when
(a)    it comes to the person’s attention,
(b)    in the case of a contract being entered into, the notice or notification is duly delivered to the place of business through which the contract was made, or
(c)    it is duly delivered to any other place held out by that person as the place for receipt of those communications.
(4)    Notice, knowledge or a notice or notification received by a person is effective for a particular transaction from the time when it is brought to the attention of the person conducting that transaction, and in any event from the time when it would have been brought to that person’s attention if the person had exercised due diligence.
(5)    A person exercises due diligence if the person maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with those routines.
(6)    Due diligence does not require a person acting for another person to communicate information unless
(a)    that communication is part of that person’s regular duties, or
(b)    that person has reason to know of the transaction and that the transaction would be materially affected by the information.

Applies to Crown

12(1)    Subject to subsections (2) to (4), this Act applies to the Crown.
(2)    [Nothing in this Act shall be construed as permitting a court in any proceeding to order the seizure of Crown property or grant an injunction or make any other order for specific performance against the Crown except to the extent permitted under [the Proceedings Against The Crown Act].]
(3)    [Sections 66, 68, 72, 73, 74, 76 and Part 5 do not apply to the Crown as an issuer in respect of a security issued before this Act came into force, except to the extent provided under [other law].]
(4)    [Section 78 does not apply to the Crown as an issuer of a security.]

Obligation of good faith, etc.

13(1)    Every contract or duty within this Act imposes an obligation of good faith in its performance or enforcement.
(2)    In this Act, “good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(3)    The effect of provisions of this Act may be varied by agreement, except as otherwise provided in this Act and except that the obligations of good faith, diligence, reasonableness and care prescribed by this Act may not be disclaimed by agreement but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.
(4)    Except insofar as they are inconsistent with the express provisions of this Act, the principles of law and equity, including the law merchant, the law relating to the capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake and other validating or invalidating rules of law, supplement this Act and continue to apply.

Next Annual Meeting

2020 Annual Meeting

Place to be Announced

August 9 – 13, 2020