Canada Business Corporations Act

Marginal note:Application of Part

• 48 (1) The transfer or transmission of a security shall be governed by this Part.

• Marginal note:Definitions

  (2) In this Part,

  adverse claim

  adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security; (opposition)

  bearer

  bearer means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

  bona fide purchaser

  bona fide purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank; (acheteur de bonne foi)

  broker

  broker means a person who is engaged, whether or not exclusively, in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer; (courtier)

  delivery

  delivery means voluntary transfer of possession; (livraison ou remise)

  fiduciary

  fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person; (représentant)

  fungible

  fungible, in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit; (fongibles)

  genuine

  genuine means free of forgery or counterfeiting; (authentique)

  good faith

  good faith means honesty in fact in the conduct of the transaction concerned; (bonne foi)

  holder

  holder means a person in possession of a security issued or endorsed to the person or the bearer or in blank; (détenteur)

  issuer

  issuer includes a corporation

  • (a) that is required by this Act to maintain a securities register,

  • (b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or

  • (c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests; (émetteur)

  overissue

  overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue; (émission excédentaire)

  purchaser

  purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction; (acquéreur)

  security

  security or security certificate means an instrument issued by a corporation that is

  • (a) in bearer, order or registered form,

  • (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,

  • (c) one of a class or series or by its terms divisible into a class or series of instruments, and

  • (d) evidence of a share, participation or other interest or right in or obligation of a corporation; (valeur mobilière ou certificat de valeur mobilière)

  transfer

  transfer includes transmission by operation of law; (transfert)

  trust indenture

  trust indenture means a trust indenture as defined in section 82; (acte de fiducie)

  unauthorized

  unauthorized, in relation to a signature or an endorsement, means one made without actual, implied or apparent authority and includes a forgery; (non autorisé)

  valid

  valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 52. (valide)

• Marginal note:Negotiable instruments

  (3) Except where its transfer is restricted and noted on a security in accordance with subsection 49(8), a security is a negotiable instrument.

• Marginal note:Registered form

  (4) A security is in registered form if

  • (a) it specifies a person entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or

  • (b) it bears a statement that it is in registered form.

• Marginal note:Order form

  (5) A debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person’s order.

• Marginal note:Bearer form

  (6) A security is in bearer form if it is payable to bearer according to its terms and not by reason of any endorsement.

• Marginal note:Guarantor for issuer

  (7) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee whether or not the obligation is noted on the security.