Older Uniform Acts

Securities Transfer Act



DIVISION 7 - APPLICATION AND CONFLICT OF LAWS

Applicable law re issuer


51(1)    For the purposes of subsection (3), “issuer’s jurisdiction” means
(a)    if the issuer of a security is incorporated under a law of Canada, the province or territory in Canada in which the issuer has its registered or head office,
(b)    in any other case, the jurisdiction under which the issuer of a security is incorporated or otherwise organized, or
(c)    if the issuer of a security is permitted by the law of the jurisdiction under which the issuer is incorporated or otherwise organized to specify another jurisdiction for the purposes of subsection (3), that other jurisdiction specified by the issuer.
(2)    Despite subsection (1), if the issuer of the security is Her Majesty in right of Canada or in right of [the Province] or another province or territory in Canada, “issuer’s jurisdiction” means the jurisdiction specified by that issuer for the purposes of subsection (3).
(3)    Subject to subsection (4), the law, other than the rules governing the conflicts of laws, of the issuer’s jurisdiction governs
(a)    the validity of a security,
(b)    the rights and duties of the issuer with respect to the registration of transfer;
(c)    the effectiveness of the registration of transfer by the issuer;
(d)    whether the issuer owes any duties to a person making an adverse claim to a security;
(e)    whether an adverse claim can be asserted against a person
  • (i)    to whom the transfer of a certificated security or uncertificated security is registered, or
  • (ii)    who obtains control of an uncertificated security.
(4)    If the issuer of a security is incorporated under a law of Canada, the law governing the matter in paragraph (3)(a) is the law of Canada.
(5)    An issuer organized under the law of [the Province] may specify the law of another jurisdiction as the law governing the matters referred to in paragraphs (3)(b) to (e).

Applicable law re securities intermediary

52(1)    For the purpose of this section, “securities intermediary’s jurisdiction” means the jurisdiction determined in accordance with the following:
(a)    if an agreement between a securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of [the Convention on the Law Applicable to Certain Rights in Respect of Securities Held With an Intermediary,] this provision, this Division, this Part, this Act, or the law of that jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction;
(b)    if clause (a) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction;
(c)    if neither clause (a) nor (b) applies and an agreement between a securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction;
(d)    if none of the clauses (a), (b) or (c) apply, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located;
(e)    if none of the clauses (a), (b), (c) or (d) apply, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.
(2)    In determining a securities intermediary’s jurisdiction the following matters are not to be taken into account:
(a)    the physical location of certificates representing financial assets;
(b)    the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement;
(c)    the location of facilities for data processing or other record keeping concerning the account.
(3)    The law, other than the rules governing the conflict of laws, of the securities intermediary’s jurisdiction governs
(a)    acquisition of a security entitlement from the securities intermediary;
(b)    the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;
(c)    whether the securities intermediary owes any duty to a person making an adverse claim to a security entitlement;
(d)    whether an adverse claim may be asserted against a person who
  • (i)    acquires a security entitlement from the securities intermediary, or
  • (ii)    purchases a security entitlement, or interest in it, from an entitlement holder.
(4)    [To the extent applicable, this section is subject to the provisions of the Act Respecting the Convention on the Law Applicable to Certain Rights in Respect of Securities Held With an Intermediary.]

Jurisdiction re security certificate

53    The law, other than the rules governing the conflict of laws, of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim may be asserted against a person to whom the security certificate is delivered.
Clearing agency rules prevail
54    A rule adopted by a clearing agency governing rights and obligations among the clearing agency and the participants in the clearing agency is effective even if the rule conflicts with this Act or the [Personal Property Security Act] and affects another party who does not consent to the rule.

Next Annual Meeting

2020 Annual Meeting

Place to be Announced

August 9 – 13, 2020