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C.C.S.M. c. S60
The Securities Transfer Act
| PART 1 | |
| INTERPRETATION AND GENERAL PROVISIONS | |
| 1(1) | Definitions |
| (2) | Interpretation — financial asset |
| (3) | Interpretation limited to this Act |
| 2 | Meaning of valid security |
| 3(1) | Notice |
| (2) | Giving a notice |
| (3) | Receiving a notice |
| (4) | When notice is effective for a transaction |
| (5) | What constitutes due diligence: organization |
| (6) | What constitutes due diligence: individual |
| 4(1) | Obligation of good faith |
| (2) | Definition of "good faith" |
| 5(1) | Variation of Act by agreement |
| (2) | Variation of obligations of good faith, diligence, reasonableness and care |
| 6 | Principles of law and equity apply |
| 7 | Clearing agency rules prevail |
| 8(1) | Application to Crown |
| (2) | Application of Proceedings Against the Crown Act |
| 9 | Existing proceedings |
| PART 2 | |
| GENERAL MATTERS CONCERNING SECURITIES AND OTHER FINANCIAL ASSETS | |
| DIVISION 1 | |
| CLASSIFICATION OF OBLIGATIONS AND INTERESTS | |
| 10 | Equity interest |
| 11(1) | Mutual fund security |
| (2) | Definitions |
| 12(1) | Interest in partnership, limited liability company: security |
| (2) | Interest in partnership, limited liability company: financial asset |
| (3) | Definition |
| 13 | Bill of exchange, promissory note |
| 14 | Depository bill, depository note |
| 15(1) | Clearing house option |
| (2) | Definition |
| 16(1) | Futures contract |
| (2) | Definition |
| DIVISION 2 | |
| ACQUISITION OF FINANCIAL ASSETS OR INTERESTS IN THEM | |
| 17(1) | Acquisition of financial assets |
| (2) | Acquiring other financial assets |
| (3) | Rights on acquisition of security entitlement |
| (4) | Operation of Act re other laws |
| DIVISION 3 | |
| NOTICE OF ADVERSE CLAIMS | |
| 18 | What constitutes notice of adverse claim |
| 19(1) | Notice of transfer |
| (2) | Exception |
| 20 | Delay |
| 21(1) | Statement on security certificate |
| (2) | Name on security certificate |
| 22 | Registration of financing statement |
| DIVISION 4 | |
| CONTROL OF FINANCIAL ASSETS | |
| 23(1) | Purchaser's control of certificated security in bearer form |
| (2) | Purchaser's control of certificated security in registered form |
| 24(1) | Purchaser's control of uncertificated security |
| (2) | Purchaser's control where registered owner retains certain rights |
| 25(1) | Purchaser's control of security entitlement |
| (2) | Purchaser's control where entitlement holder retains certain rights |
| 26 | Securities intermediary's control of security entitlement |
| 27(1) | Agreement re control of uncertificated security |
| (2) | Confirmation of agreement by issuer |
| (3) | Issuer not required to enter into agreement |
| 28(1) | Agreement re control of security entitlement |
| (2) | Confirmation of agreement by securities intermediary |
| (3) | Securities intermediary not required to enter into agreement |
| DIVISION 5 | |
| ENDORSEMENTS, INSTRUCTIONS AND ENTITLEMENT ORDERS | |
| 29 | Effectiveness of endorsement instruction or entitlement order |
| 30 | Effectiveness of endorsement, instruction or entitlement order made by representative |
| 31 | Endorsement, instruction or entitlement order remains effective |
| 32(1) | Date when effectiveness is determined |
| (2) | Not made ineffective by change of circumstances |
| DIVISION 6 | |
| WARRANTIES APPLICABLE TO DIRECT HOLDINGS | |
| 33 | Warranties on transfer of certificated security |
| 34(1) | Warranties on transfer of uncertificated security |
| (2) | Warranties on transfer of uncertificated security where no instruction originated for transfer |
| 35 | Warranties on endorsement of security certificate |
| 36 | Warranties on instruction re uncertificated security |
| 37 | Warranty on presentation of security certificate |
| 38 | Warranties by agent delivering certificated security |
| 39 | Warranties on redelivery of security certificate |
| 40(1) | Broker's warranties to issuer and purchaser |
| (2) | Broker's warranties to customer on delivery of security certificate |
| (3) | Broker's warranties to registered owner of uncertificated security |
| (4) | Additional warranties |
| DIVISION 7 | |
| WARRANTIES APPLICABLE TO INDIRECT HOLDINGS | |
| 41 | Warranties on entitlement order |
| 42(1) | Warranties on security credited to securities account |
| (2) | Warranties on uncertificated security credited to securities account |
| 43(1) | Securities intermediary's warranties re security certificate |
| (2) | Securities intermediary's warranties re uncertificated security |
| DIVISION 8 | |
| CONFLICT OF LAWS | |
| 44(1) | Law governing validity of security |
| (2) | Law governing other matters re securities |
| (3) | Issuer may specify law of another jurisdiction |
| (4) | Law governing enforceability of security |
| (5) | Definition |
| 45(1) | Matters governed by law of securities intermediary's jurisdiction |
| (2) | Definition |
| (3) | Matters not to be taken into account |
| 46 | Adverse claim governed by law of jurisdiction of security certificate |
| DIVISION 9 | |
| SEIZURE | |
| 47 | Seizure governed by laws re civil enforcement of judgments |
| 48(1) | Seizure of interest in certificated security |
| (2) | Exception |
| 49 | Seizure of interest in uncertificated security |
| 50 | Seizure of interest in security entitlement |
| 51 | Notice of seizure to secured party |
| DIVISION 10 | |
| ENFORCEABILITY OF CONTRACTS AND RULES OF EVIDENCE | |
| 52 | Enforceability of contracts |
| 53(1) | Rules of evidence re certificated security |
| (2) | Admission of signatures |
| (3) | Burden of establishing signature |
| (4) | Recovery on certificate |
| (5) | Establishing that defence or defect cannot be asserted |
| (6) | Definitions |
| DIVISION 11 | |
| SECURITIES INTERMEDIARIES — LIABILITY AND STATUS AS PURCHASERS FOR VALUE | |
| 54(1) | Securities intermediary's liability to adverse claimant |
| (2) | Broker, agent or bailee's liability to adverse claimant |
| (3) | Exception |
| 55(1) | Securities intermediary as purchaser for value |
| (2) | Acquiring security entitlement for value |
| PART 3 | |
| ISSUE AND ISSUER | |
| 56(1) | Terms of a security: certificated security |
| (2) | Reference to another instrument, etc. |
| (3) | Terms of a security: uncertificated security |
| 57(1) | Enforcement of security: unauthorized signature |
| (2) | Defect going to validity |
| (3) | Exception |
| 58 | Lack of genuineness of certificated security |
| 59 | Other defences |
| 60 | Right to cancel contract |
| 61(1) | Staleness as notice of defect or defence |
| (2) | Exception |
| 62 | Effect of issuer's restriction on transfer |
| 63(1) | Completion of security certificate |
| (2) | Enforceability of improperly altered complete security certificate |
| 64(1) | Rights and duties of issuer re registered owners |
| (2) | Liability of registered owner |
| 65(1) | Warranties by person signing security certificate |
| (2) | Limitation |
| 66 | Issuer's lien |
| 67(1) | Overissue |
| (2) | Identical security reasonably available for purchase |
| (3) | Identical security not reasonably available for purchase |
| (4) | Overissue deemed not to have occurred |
| PART 4 | |
| TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES | |
| DIVISION 1 | |
| DELIVERY AND RIGHTS OF PURCHASER | |
| 68(1) | Delivery of certificated security |
| (2) | Delivery of uncertificated security |
| 69(1) | Rights of purchaser |
| (2) | Purchaser of limited interest |
| (3) | Previous holder with notice of adverse claim |
| 70 | Protected purchaser |
| DIVISION 2 | |
| ENDORSEMENTS AND INSTRUCTIONS | |
| 71(1) | Form of endorsement |
| (2) | Endorsement in blank |
| (3) | Special endorsement |
| (4) | Conversion from blank to special |
| 72 | Endorsement of part of a security certificate |
| 73 | When endorsement constitutes transfer of security |
| 74 | Endorsement missing |
| 75 | Notice of adverse claim on endorsement |
| 76 | Obligations of endorser |
| 77 | Completion of instruction |
| 78 | Obligations of person originating an instruction |
| DIVISION 3 | |
| SIGNATURE GUARANTEES AND OTHER REQUISITES FOR REGISTRATION OF TRANSFER | |
| 79 | Warranties by guarantor of endorser's signature |
| 80(1) | Warranties by guarantor of signature of originator of instruction |
| (2) | Limitation |
| 81 | Warranties by special guarantor of signature of originator of instruction |
| 82(1) | Warranty re rightfulness of transfer by guarantor |
| (2) | Warranties by guarantor of endorsement of security certificate |
| (3) | Warranties by guarantor of instruction re transfer of uncertificated security |
| 83 | Guarantee may not be condition to registration of transfer |
| 84(1) | Liability of guarantor |
| (2) | Liability of endorser or originator |
| 85(1) | Purchaser's right to requisites for registration of transfer |
| (2) | Exception |
| (3) | Transferor's failure to comply |
| PART 5 | |
| REGISTRATION | |
| 86(1) | Duty of issuer to register transfer |
| (2) | Liability of issuer |
| 87(1) | Assurances re endorsement or instruction |
| (2) | Reasonable assurance beyond requirements |
| (3) | Definitions |
| (4) | Standards re responsibility |
| 88(1) | Demand that issuer not register transfer |
| (2) | Effectiveness of demand |
| 89(1) | Duty of issuer re demand to not register transfer |
| (2) | Substance of notice |
| (3) | Time limit for withholding registration of transfer |
| 90(1) | Liability of issuer re demand to not register transfer |
| (2) | No relief from liability |
| 91(1) | Wrongful registration of transfer |
| (2) | Liability |
| (3) | Overissue |
| (4) | Limitation |
| 92(1) | Replacement of lost, destroyed or wrongfully taken security certificate |
| (2) | Protected purchaser presents certificate after replacement issued |
| 93 | Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate |
| 94 | Obligation of authenticating trustee, registrar, transfer agent or other agent |
| PART 6 | |
| SECURITY ENTITLEMENTS | |
| 95(1) | Acquisition of security entitlement |
| (2) | Acquisition where securities intermediary does not hold financial asset |
| (3) | Holding financial asset directly |
| (4) | Issuance of security |
| 96 | Protection of entitlement holders from adverse claim |
| 97(1) | Property interest of entitlement holders in financial asset |
| (2) | Proportionate interest |
| (3) | Enforcement of property interest against securities intermediary |
| (4) | Enforcement of property interest against purchaser |
| (5) | Recovery by trustee or liquidator |
| (6) | Recovery by entitlement holder |
| (7) | Protection of purchaser for value |
| 98(1) | Duty of securities intermediary re financial asset |
| (2) | Maintaining financial assets |
| (3) | No granting of security interests |
| (4) | Standard of care |
| (5) | Exception |
| 99(1) | Duty of securities intermediary re payments and distributions |
| (2) | Obligation to entitlement holder |
| (3) | Standard of care |
| 100(1) | Duty of securities intermediary to exercise rights |
| (2) | Standard of care |
| 101(1) | Duty of securities intermediary to comply with entitlement order |
| (2) | Liability if financial asset wrongly transferred |
| (3) | Liability for damages |
| (4) | Standard of care |
| 102(1) | Duty of securities intermediary re entitlement holder's direction |
| (2) | Standard of care |
| 103(1) | Duties of securities intermediary — general |
| (2) | Limits on securities intermediary's duties |
| (3) | Actions prohibited by law |
| (4) | Commercially reasonable standard |
| 104(1) | Rights of purchaser re adverse claim |
| (2) | Protection of purchaser from adverse claim |
| (3) | Priority rules |
| (4) | Priority of securities intermediary as purchaser |
| 105(1) | Priority of entitlement holders to financial asset |
| (2) | When creditor has priority |
| (3) | When creditor has priority over entitlement holder |
| PART 7 | |
| CONSEQUENTIAL AMENDMENTS TO | |
| 106 | C.C.S.M. c. P35 amended |
| 107 | |
| 108 | |
| 1.1 | Determination of control |
| 109 | |
| 110 | |
| 111(1) | |
| (2) | |
| (3) | |
| 112(1) | |
| (2) | |
| (3) | |
| (4) | |
| 113 | |
| 7.1(1) | Conflict of laws — validity of security interest in investment property |
| (2) | Perfection, non-perfection and priority of security interest in investment property |
| (3) | Determining jurisdiction |
| (4) | Determining futures intermediary's jurisdiction |
| (5) | Matters governed by law of debtor's jurisdiction |
| (6) | Perfection of security interest under law of debtor's jurisdiction |
| (7) | Perfection of security interest under law of issuer's jurisdiction, etc. |
| 114(1) | |
| 8(1) | Procedural and substantive issues |
| (2) | |
| 115 | |
| 8.1 | Interpretation: law of a jurisdiction |
| 116 | |
| 10(1) | Enforceability against third party |
| 117(1) | |
| (2) | |
| (4) | Attachment in securities account |
| (5) | Attachment in futures account |
| 118 | |
| 12.1(1) | Attachment of security interest in favour of securities intermediary |
| (2) | Effect of security interest |
| (3) | Attachment of security interest to security or other financial asset |
| (4) | Effect of security interest |
| 119 | |
| 120 | |
| 17.1(1) | Rights of secured party — investment property as collateral |
| (2) | Rights of secured party with control of investment property |
| 121 | |
| 19.1(1) | Perfection of security interest — securities account |
| (2) | Perfection of security interest — futures account |
| 19.2(1) | Perfection on attachment — delivery of financial asset |
| (2) | Perfection on attachment — investment property |
| (3) | Perfection on attachment — futures contract or futures account |
| 122 | |
| 123(1) | |
| (2) | |
| (3) | Perfection — certificated security |
| (4) | Perfection — certificated security in registered form |
| 124 | |
| 24.1(1) | Perfection of security interest in investment property |
| (2) | Perfected by control |
| 125 | |
| 126 | |
| (1.1) | Exception |
| 127 | |
| (8) | Acquiring security free from security interest |
| (9) | No requirement to determine granting of security interest or breach of security agreement |
| (10) | No action against purchaser for value without notice of breach |
| (11) | No requirement to determine granting of security interest or breach of security agreement |
| (12) | No action against subsequent purchaser |
| 128(1) | |
| (2) | |
| 129 | |
| 31.1(1) | Rights of protected purchaser |
| (2) | Priority of protected purchaser's interest |
| (3) | Rights under Securities Transfer Act |
| 130(1) | |
| (2) | |
| 131 | |
| 35.1(1) | Priority among conflicting security interests |
| (2) | Secured party with control |
| (3) | Certificated security perfected by delivery |
| (4) | Rank by priority in time |
| (5) | Securities intermediary |
| (6) | Futures intermediary |
| (7) | Interests granted by broker, intermediary |
| (8) | Priority determined by section 35 |
| 132 | |
| (11) | No outstanding secured obligation |
| 133(1) | |
| (2) | |
| 134 | |
| 74.1(1) | Transition – The Securities Transfer Act |
| (2) | Perfection of security interest |
| (3) | Perfection period |
| (4) | Registration of financing statement or financing change |
| PART 8 | |
| CONSEQUENTIAL AMENDMENTS TO | |
| THE CORPORATIONS ACT | |
| 135(1) | C.C.S.M. c. C225 amended |
| (2) | |
| (3) | |
| (4) | |
| 44 | Transfers of securities |
| (5) | |
| (6) | |
| (7) | |
| 48(1) | Overissue |
| (2) | Non-application |
| (3) | Purchase or payment under Securities Transfer Act |
| (8) | |
| (9) | |
| THE COURT OF QUEEN'S BENCH ACT | |
| 136(1) | C.C.S.M. c. C280 amended |
| (2) | |
| THE EXECUTIONS ACT | |
| 137(1) | C.C.S.M. c. E160 amended |
| (2) | |
| (6) | Exception |
| (7) | Definitions |
| (3) | |
| 8(1) | Definitions |
| (2) | Seizure of judgment debtor's interest in securities and security entitlements |
| (3) | When seizure becomes effective |
| 9(1) | Sheriff may deal with seized interests in securities and security entitlements |
| (2) | How sheriff may deal with seized interests |
| (3) | Sheriff to provide certificate to issuer or securities intermediary |
| 9.1(1) | Definition |
| (2) | Restrictions on transfer of seized security |
| (3) | Application |
| (4) | Person entitled to acquire or redeem security |
| (5) | Court may make orders |
| (6) | Application made under Corporations Act |
| (7) | Joining applications |
| (8) | Person deemed to be party to unanimous shareholder agreement |
| (9) | Person acquiring or taking seized security not liable |
| (4) | |
| PART 9 | |
| C.C.S.M. REFERENCE AND COMING INTO FORCE | |
| 138 | C.C.S.M. reference |
| 139 | Coming into force |