Canada Business Corporations Act

Definition of appropriate person

• 65 (1) In this section, appropriate person means

  • (a) the person specified by the security or by special endorsement to be entitled to the security;

  • (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person’s successor;

  • (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified;

  • (d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, incompetence, minority, or other incapacity, the person’s fiduciary;

  • (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death all cannot sign, the survivor or survivors;

  • (f) a person having power to sign under applicable law or a power of attorney; or

  • (g) to the extent that a person described in paragraphs (a) to (f) may act through an agent, the authorized agent.

• Determining appropriate person

  (2) Whether the person signing is an appropriate person is determined as of the time of signing and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.

• Marginal note:Endorsement

  (3) An endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security.

• Marginal note:Special or blank

  (4) An endorsement may be special or in blank.

• Marginal note:Blank endorsement

  (5) An endorsement in blank includes an endorsement to bearer.

• Marginal note:Special endorsement

  (6) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it.

• Marginal note:Right of holder

  (7) A holder may convert an endorsement in blank into a special endorsement.

• Marginal note:Immunity of endorser

  (8) Unless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer.

• Marginal note:Partial endorsement

  (9) An endorsement purporting to be only of part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.

• Marginal note:Failure of fiduciary to comply

  (10) Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.