Canada Business Corporations Regulations, 2001

86 (1) Subject to section 103 of the Act, the directors of a constrained share corporation may make, amend or repeal any by-laws required to administer the constrained share provisions set out in the articles of the corporation, including by-laws

• (a) to require any person in whose name shares of the corporation are registered to provide a statutory declaration under the Canada Evidence Act concerning

  • (i) whether the shareholder is the beneficial owner of the shares of the corporation or holds them for a beneficial owner,

  • (ii) whether the shareholder is an associate of any other shareholder,

  • (iii) whether the shareholder or beneficial owner is a Canadian, and

  • (iv) any further facts that the directors consider relevant;

• (b) to require any person seeking to have a transfer of a voting share registered in their name or to have a voting share issued to them to provide a declaration similar to the declaration a shareholder may be required to provide under paragraph (a); and

• (c) to determine the circumstances in which any declarations are required, their form and the times when they are to be provided.

(2) If a person is required to provide a declaration under a by-law made under subsection (1), the directors may refuse to register a transfer of a voting share in their name or to issue a voting share to them until that person has provided the declaration.

(3) In administering the constrained share provisions set out in the articles of a constrained share corporation, the directors of the corporation may rely on

• (a) a statement made in a declaration referred to in subsection (1) or (2); and

• (b) the knowledge of a director, an officer, an employee or an agent of the corporation.

(4) If the directors are required to determine the total number of voting shares of a constrained share corporation held by or on behalf of persons other than Canadians, the directors may rely on the sum of the voting shares held by every shareholder whose latest address as shown in the securities register is

• (a) outside Canada; and

• (b) in Canada but who, to the knowledge of a director, an officer, an employee or an agent of the corporation, is not a Canadian.

(5) For the purpose of subsection (4), the directors may rely on the securities register of the constrained share corporation as of any date after the day on which the corporation became a constrained share corporation, but that date shall not be more than four months before the day on which the determination is made.