Older Uniform Acts
- Securities Transfer Act
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- Part 2 - Division 6
- Part 2 - Division 7
- Part 2 - Division 8
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Page 17 of 19
PART 5 - REGISTRATION
Duty of issuer to register transfer
97(1) If a certificated security in registered form is presented to an issuer with a request to register a transfer of the certificated security or an instruction is presented to an issuer with a request to register a transfer of an uncertificated security, the issuer must register the transfer as requested if
(a) under the terms of the security, the person seeking the registration of transfer is eligible to have the security registered in that person’s name,
(b) the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person,
(c) reasonable assurance is given that the endorsement or instruction is genuine and authorized,
(d) any applicable law relating to the collection of taxes had been complied with,
(e) the transfer does not violate any restriction on transfer imposed by statute or by the issuer in accordance with section 72,
(f) in the case of a demand made under section 99 that the issuer not register a transfer,
- (i) the demand has not become effective pursuant to section 99, or
- (ii) the demand has become effective pursuant to section 99, but legal process has not been obtained or an indemnity bond has not been filed with the issuer in accordance with section 101,
(g) the transfer is rightful or is to a protected purchaser.
(2) If, under subsection (1), an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration, or to that person’s principal, for loss resulting from unreasonable delay in registration or the failure or refusal to register the transfer.
Assurance; effectiveness of endorsement or instruction
98(1) In this section,
(a) “appropriate evidence of appointment or incumbency” means
- (i) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer of the court and dated within 60 days before the date of presentation for transfer, or
- (ii) in any case, other than one referred to in subparagraph (i),
(B) in the absence of a document or certificate referred to in clause (A), other evidence that the issuer reasonably considers appropriate;
(b) “guarantee of the signature” means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be responsible.
(2) For the purposes of subparagraph (1)(b), an issuer may adopt any standards with respect to responsibility if those standards are not manifestly unreasonable.
(3) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:
(a) in all cases, a guarantee of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(b) if the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(c) if the endorsement is made or the instruction is originated by a fiduciary referred to in paragraph (d) or (e) of the definition of “appropriate person” in subsection 1(1), appropriate evidence of appointment or incumbency;
(d) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so;
(e) if the endorsement is made or the instruction is originated by a person not referred to in clauses (a) to (d), assurance appropriate to the case corresponding as nearly as may be to those required by clauses (a) to (d).
(4) An issuer may elect to require reasonable assurance beyond that specified in this section.
Demand that issuer not register transfer
99(1) A person who is an appropriate person to make an endorsement or to originate an instruction may demand that the issuer not register a transfer of a security by communicating to the issuer a notification setting out the following:
(a) the identity of the registered owner;
(b) the issue of which the security is a part;
(c) an address of the person making the demand to which communications may be sent.
(2) A demand made under subsection (1) is effective only if it is received by the issuer at a time and in a manner that affords the issuer a reasonable opportunity to act on the demand.
Duty of issuer re demand
100(1) If, after a demand made under section 99 has become effective, a certificated security in registered form is presented to an issuer with a request to register a transfer or an instruction is presented to an issuer with a request to register a transfer of an uncertificated security, the issuer must promptly notify the following persons that the registration of transfer has been requested:
(a) the person who initiated the demand at the address provided in the demand;
(b) the person who presented the security for the registration of transfer or initiated the instruction requesting the registration of transfer.
(2) A notification provided by an issuer under subsection (1) must state the following:
(a) that the certificated security has been presented for the registration of transfer or the instruction for the registration of transfer of the uncertificated security has been received;
(b) that a demand that the issuer not register a transfer had previously been received;
(c) that the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond referred to in section 101.
(3) The period of time that may be provided for under subsection (2)(c) may not exceed 30 days from the date of the communication of the notification, but the issuer is entitled to specify a shorter period of time if the shorter period of time being specified is not manifestly unreasonable.
Liability of issuer re demand
101(1) An issuer is not liable to a person who initiated a demand under section 99 that the issuer not register a transfer for any loss that the person suffers as a result of the registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s notification given under section 100, either
(a) obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer, or
(b) file with the issuer an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss that those persons may suffer by refusing to register the transfer.
(2) Nothing in section 99 or 100 or subsection (1) relieves an issuer from liability for registering a transfer pursuant to an endorsement or instruction that was not effective.
102(1) Except as otherwise provided for in section 104, an issuer is liable for wrongful registration of transfer if
(a) the issuer has registered a transfer of a security to a person not entitled to the security, and
(b) the transfer was registered
- (i) pursuant to an ineffective endorsement or instruction,
- (ii) after a demand that the issuer not register a transfer became effective under section 99 and the issuer did not comply with section 100,
- (iii) after the issuer had been served with an injunction, restraining order or other legal process referred to in section 101 enjoining the issuer from registering the transfer and the issuer had a reasonable opportunity to obey or otherwise abide by the injunction, restraining order or other legal process, or
- (iv) by an issuer acting in collusion with the wrongdoer.
(a) a like certificated security or uncertificated security, as the case may be, and
(b) any payments or distributions that the person did not receive as a result of the wrongful registration.
(3) If the provision of a security under subsection (2) would result in an overissue, the issuer’s liability to provide the person with a like security is governed by section 78.
(4) Except as otherwise provided in subsection (1) or in any applicable law of Canada or of any province or territory relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of transfer of a security if registration was made pursuant to an effective endorsement or instruction.
Replacement of lost, destroyed or wrongfully taken security certificate
103(1) If an owner of a certificated security, whether in registered form or bearer form, claims that the security certificate has been lost, destroyed or wrongfully taken, the issuer must issue a new certificate if the owner
(a) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser,
(b) files with the issuer a sufficient indemnity bond, and
(c) satisfies any other reasonable requirements imposed by the issuer.
(2) If, after the issue of a new security certificate, a protected purchaser of the original security certificate presents the original certificate for the registration of transfer, the issuer must register the transfer unless the registration would result in an overissue in which case the issuer’s liability is governed by section 78.
(3) In addition to any rights on the indemnity bond, the issuer may recover the new certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.
Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate
104 An owner may not assert against the issuer a claim for registering the transfer under section 102 or a claim to a new security certificate under section 103 where
(a) a security certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it, and
(b) the issuer registers a transfer of the security before receiving a notification of the loss, apparent destruction or wrongful taking of the security certificate.
Authenticating trustee, transfer agent, etc
105 A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated security or uncertificated security with regard to the particular function performed as the issuer has in regard to that function.