Securities Transfer Act, 2006, S.O. 2006, c. 8

• Jurisdiction: Ontario

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Securities Transfer Act, 2006

S.O. 2006, CHAPTER 8

Consolidation Period: From January 1, 2007 to the e-Laws currency date.

No amendments.

PART I
INTERPRETATION AND GENERAL PROVISIONS

Definitions

1. (1) In this Act,

“adverse claim” means a claim that,

(a) the claimant has a property interest in a financial asset, and

(b) it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset; (“opposition”)

“appropriate person” means,

(a) with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security,

(b) with respect to an instruction, the registered owner of an uncertificated security,

(c) with respect to an entitlement order, the entitlement holder,

(d) in the case of a person referred to in clause (a), (b) or (c) being deceased, that person’s successor taking under the law, other than this Act, or that person’s personal representative acting for the estate of the deceased person,

(e) in the case of a person referred to in clause (a), (b) or (c) lacking capacity, that person’s guardian or other similar representative who has power under the law, other than this Act, to transfer the security or other financial asset; (“personne compétente”)

“bearer form” means, in respect of a certificated security, a form in which the security is payable to the bearer of the security certificate according to the security certificate’s terms but not by reason of an endorsement; (“au porteur”)

“broker” means a dealer as defined in the Securities Act; (“courtier”)

“certificated security” means a security that is represented by a certificate; (“valeur mobilière avec certificat”)

“clearing agency” means a person,

(a) that carries on a business or activity as a clearing agency or clearing house within the meaning of the Securities Act or the securities regulatory law of another province or territory in Canada,

(b) that is recognized or otherwise regulated as a clearing agency or clearing house by the Ontario Securities Commission or by a securities regulatory authority of another province or territory in Canada, and

(c) that is a securities and derivatives clearing house for the purposes of section 13.1 of the Payment Clearing and Settlement Act (Canada) or whose clearing and settlement system is designated under Part I of that Act; (“agence de compensation”)

“communicate” means,

(a) send a signed writing, or

(b) transmit information by any other means agreed to by the person transmitting the information and the person receiving the information,

and “communication” has a corresponding meaning; (“communiquer”, “communication”)

“control” has the meaning set out in sections 23 to 26; (“maîtrise”)

“corporation” means any body corporate whether or not it is incorporated under the laws of Ontario; (“société”)

“delivery”, with respect to a certificated or uncertificated security, has the meaning set out in section 68, and “deliver” has a corresponding meaning; (“livraison”, “livrer”)

“effective”, in relation to an endorsement, instruction or entitlement order, has the meaning set out in sections 29 to 32, and “effectiveness”, “ineffective” and “ineffectiveness” have corresponding meanings; (“valide”, “validité”, “invalide”, “invalidité”)

“endorsement” means a signature that, alone or accompanied by other words, is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem the security; (“endossement”)

“entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary and includes a person who acquires a security entitlement by virtue of clause 95 (1) (b) or (c); (“titulaire du droit”)

“entitlement order” means a notice communicated to a securities intermediary directing the transfer or redemption of a financial asset to which the entitlement holder has a security entitlement; (“ordre relatif à un droit”)

“financial asset” means, except as otherwise provided in sections 10 to 16,

(a) a security,

(b) an obligation of a person that,

(i) is, or is of a type, dealt in or traded on financial markets, or

(ii) is recognized in any other market or area in which it is issued or dealt in as a medium for investment,

(c) a share, participation or other interest in a person, or in property or an enterprise of a person, that,

(i) is, or is of a type, dealt in or traded on financial markets, or

(ii) is recognized in any other market or area in which it is issued or dealt in as a medium for investment,

(d) any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Act, or

(e) a credit balance in a securities account, unless the securities intermediary has expressly agreed with the person for whom the account is maintained that the credit balance is not to be treated as a financial asset under this Act; (“actif financier”)

“genuine” means free of forgery or counterfeiting; (“authentique”)

“government” means,

(a) the Crown in right of Canada or in right of Ontario or another province of Canada,

(b) the government of a territory in Canada,

(c) a municipality in Canada, or

(d) the government of a foreign country or of any political subdivision of it; (“gouvernement”)

“in collusion” means in concert, by conspiratorial arrangement or by agreement for the purpose of violating a person’s rights in respect of a financial asset; (“collusion”)

“instruction” means a notice communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed; (“instructions”)

“issuer”,

(a) with respect to a registration of a transfer of a security, means a person on whose behalf transfer books are maintained,

(b) with respect to an obligation on or a defence to a security, includes,

(i) a person who places or authorizes the placing of the person’s name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence,

(A) a share, participation or other interest in the person’s property or in an enterprise, or

(B) the person’s duty to perform an obligation represented by the security certificate,

(ii) a person who creates a share, participation or other interest in the person’s property or in an enterprise, or undertakes an obligation, that is an uncertificated security,

(iii) a person who directly or indirectly creates a fractional interest in the person’s rights or property, if the fractional interest is represented by a security certificate,

(iv) a guarantor, to the extent of the guarantor’s guarantee, whether or not the guarantor’s obligation is noted on a security certificate, and

(v) a person that becomes responsible for, or in place of, another person described as an issuer in this definition; (“émetteur”)

“knowledge” means actual knowledge, and “know” and “known” have corresponding meanings; (“connaissance”, “connaître”, “connu”)

“overissue” means the issue of securities in excess of the amount that the issuer is authorized to issue; (“émission excédentaire”)

“person” means an individual, including an individual in his or her capacity as trustee, executor, administrator or other representative, a sole proprietorship, a partnership, an unincorporated association, an unincorporated syndicate, an unincorporated organization, a trust, including a business trust, a corporation, a government or agency of a government or any other legal or commercial entity; (“personne”)

“protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest in the security, who,

(a) gives value,

(b) does not have notice of any adverse claim to the security, and

(c) obtains control of the security; (“acquéreur protégé”)

“purchase” means a taking by sale, discount, negotiation, mortgage, hypothec, pledge, security interest, issue or reissue, gift or any other voluntary transaction that creates an interest in property; (“acquisition”, “acquérir”)

“purchaser” means a person who takes by purchase; (“acquéreur”)

“registered form” means, in respect of a certificated security, a form in which,

(a) the security certificate specifies a person entitled to the security, and

(b) a transfer of the security may be registered on books maintained for that purpose by or on behalf of the issuer, or the security certificate states that it may be so registered; (“nominatif”)

“representative” means any person empowered to act for another, including an agent, an officer of a corporation or association and a trustee, executor or administrator of an estate; (“représentant”)

“secured party” means a secured party as defined in the Personal Property Security Act; (“créancier garanti”)

“securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that constitute the financial asset; (“compte de titres”)

“securities intermediary” means,

(a) a clearing agency, or

(b) a person, including a broker, bank or trust company, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity; (“intermédiaire en valeurs mobilières”)

“security” means, except as otherwise provided in sections 10 to 16, an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer,

(a) that is represented by a security certificate...