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 |