Older Uniform Acts

Securities Transfer Act



DIVISION 3 - SIGNATURE GUARANTEES AND OTHER REQUISITES FOR REGISTRATION OF TRANSFER

Guarantee; signature of endorser of security certificate


90    A person who guarantees a signature of an endorser of a security certificate warrants that, at the time of signing,
(a)    the signature was genuine,
(b)    the signer was an appropriate person to endorse or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, and
(c)    the signer had legal capacity to sign.

Guarantee; signature of originator of instruction

91(1)    A person who guarantees a signature of the originator of an instruction warrants that, at the time of signing,
(a)    the signature was genuine,
(b)    if the person specified in the instruction as being the registered owner was, in fact, the registered owner, the signer was an appropriate person to originate the instruction or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, and
(c)    the signer had legal capacity to sign.
(2)    A person who guarantees a signature of the originator of an instruction does not by that guarantee, warrant that the person who is specified in the instruction as the registered owner is in fact the registered owner.

Special guarantee of signature of originator

92    A    person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under section 91 and also warrants that, at the time that the instruction is presented to the issuer,
(a)    the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner, and
(b)    the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.

Rightfulness of transfer

93(1)    A guarantor under section 90 or 91 or a special guarantor under section 92 does not otherwise warrant the rightfulness of the transfer.
(2)    A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under section 90 and also warrants the rightfulness of the transfer in all respects.
(3)    A person who guarantees an instruction that requests the transfer of an uncertificated security makes the warranties of a special signature guarantor under section 92 and also warrants the rightfulness of the transfer in all respects.

Guarantee; condition to transfer

94    An issuer may not require a special guarantee of signature, a guarantee of endorsement or a guarantee of instruction as a condition to the registration of transfer.

Liability of guarantor, endorser and originator

95(1)    The warranties under sections 90 to 94 are made to a person taking or dealing with the security in reliance on the guarantee and the guarantor is liable to the person for loss resulting from any breach of those warranties.
(2)    An endorser or originator of an instruction whose signature, endorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of any breach of the warranties of the guarantor.

Purchaser’s right to requisites for registration of transfer

96(1)    Unless otherwise agreed, the transferor of a security must on demand supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security.
(2)    Notwithstanding subsection (1), if the transfer is not for value, a transferor need not comply with a demand made under subsection (1) unless the purchaser pays the necessary expenses.
(3)    If the transferor fails within a reasonable time to comply with the demand made under subsection (1), the purchaser may reject or rescind the transfer.

Next Annual Meeting

2020 Annual Meeting

Place to be Announced

August 9 – 13, 2020