Older Uniform Acts

Securities Transfer Act


DIVISION 6 - WARRANTIES

Warranties; direct holding; transfer of certificated security

40(1)    A person who transfers a certificated security to a purchaser for value warrants to the purchaser that
(a)    the certificate is genuine and has not been materially altered,
(b)    the transferor does not know of any fact that might impair the validity of the security,
(c)    there is no adverse claim to the security,
(d)    the transfer does not violate any restriction on transfer,
(e)    if the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person, and
(f)    the transfer is otherwise effective and rightful.
(2)    If the transfer of a certificated security is by endorsement, an endorser warrants to any subsequent purchaser that
(a)    the certificate is genuine and has not been materially altered,
(b)    the endorser does not know of any fact that might impair the validity of the security,
(c)    there is no adverse claim to the security,
(d)    the transfer does not violate any restriction on transfer,
(e)    the endorsement is made by an appropriate person, or if the endorsement is made by an agent, the agent has actual authority to act on behalf of the appropriate person, and
(f)    the transfer is otherwise effective and rightful.

Warranties; direct holding; transfer of uncertificated security

41(1)    A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that
(a)    the instruction is made by an appropriate person or, if the instruction is made by an agent, the agent has actual authority to act on behalf of the appropriate person,
(b)    the security is valid,
(c)    there is no adverse claim to the security, and
(d)    at the time that the instruction is presented to the issuer
  • (i)    the purchaser will be entitled to the registration of transfer,
  • (ii)    the transfer will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction,
  • (iii)    the transfer will not violate any restriction on transfer, and
  • (iv)    the requested transfer will otherwise be effective and rightful.
(2)    A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that
(a)    the security is valid,
(b)    there is no adverse claim to the security,
(c)    the transfer does not violate any restriction on transfer, and
(d)    the transfer is otherwise effective and rightful.

Warranty to issuer; endorsement of security certificate

42    A person who endorses a security certificate warrants to the issuer that
(a)    there is no adverse claim to the security, and
(b)    the endorsement is effective.

Warranty to issuer; instruction re uncertificated security

43    A person who originates an instruction for the registration of transfer of an uncertificated security warrants to the issuer that
(a)    the instruction is effective, and
(b)    at the time that the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.

Warranty to issuer; presentation of security certificate

44(1)    A person who presents a certificated security for the registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange.
(2)    Notwithstanding subsection (1), a person who is a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement.

Warranty; agent delivering certificated security

45    If a person acts as agent of another person in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.

Warranty; redelivery of security certificate, etc.

46    A secured party who redelivers a security certificate received or who, after payment and on order of the debtor, delivers the security certificate to another person makes only the warranties of an agent under section 45.

Warranty; broker

47(1)    Except as otherwise provided in section 45, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in sections 40 to 44.
(2)    A broker
(a)    that delivers a security certificate to the broker’s customer makes to that customer the warranties set out in section 40, or
(b)    that causes the broker’s customer to be registered as the owner of an uncertificated security makes to that customer the warranties set out in section 41.
(3)    A broker has the rights and privileges of a purchaser provided for under sections 40 to 46 if the broker
(a)    delivers a security certificate to a customer pursuant to subsection (2)(a), or
(b)    causes a customer to be registered as an owner of an uncertificated security pursuant to subsection (2)(b).
(4)    The warranties of and in favour of the broker acting as an agent are in addition to applicable warranties given by and in favour of the customer.

Warranties; indirect holding; entitlement order

48    A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that
(a)    the entitlement order is made by an appropriate person, or if the entitlement order is made by an agent, the agent has actual authority to act on behalf of the appropriate person, and
(b)    there is no adverse claim to the security entitlement.

Warranty; delivery of security certificate, etc.


49(1)    A person who delivers a security certificate to a securities intermediary for credit to a securities account makes to the securities intermediary the warranties set out in section 40.
(2)    A person who originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties set out in section 41.
Warranty; delivery, etc. by securities intermediary
50(1)    If a securities intermediary delivers a security certificate to its entitlement holder, the securities intermediary makes to the entitlement holder the warranties set out in section 40.
(2)    If a securities intermediary causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties set out in section 41.

Next Annual Meeting

2020 Annual Meeting

Place to be Announced

August 9 – 13, 2020