Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 39 — Adjustment of stated capital account
On a purchase, redemption or other acquisition by a corporation under section 34, 35, 36, 45 or 190 or paragraph 241(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct…
Section 40 — Enforcement of contract to buy shares
A corporation shall fulfil its obligations under a contract to buy shares of the corporation, except if the corporation can prove that enforcement of the contract would put it in breach of any of…
Section 41 — Commission for sale of shares
The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the corporation from the…
Section 42 — Dividends
A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become…
Section 43 — Form of dividend
A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to section 42, a corporation may pay a dividend in money or property. If shares of a corporation are…
Section 44
[Repealed, 2001, c. 14, s. 26]
Section 45 — Shareholder immunity
The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsection 38(4), 118(4) or (5), 146(5) or 226(4) or (5). Subject…
Section 46 — Sale of constrained shares by corporation
A corporation that has constraints on the issue, transfer or ownership of its shares of any class or series may, for any of the purposes referred to in paragraphs (a) to (c), sell, under the…
Section 47 — Proceeds of sale to be trust fund
The proceeds of a sale by a corporation under subsection 46(1) constitute a trust fund in the hands of the corporation for the benefit of the person entitled under subsection 46(3) to receive the…
Section 48 — Application of Part
The transfer or transmission of a security shall be governed by this Part. In this Part, adverse claim includes a claim that a transfer was or would be wrongful or that a particular adverse person is…
Section 49 — Rights of holder
Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security…
Section 50 — Securities records
A corporation shall maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities the names,…
Section 51 — Dealings with registered holder
A corporation or a trustee defined in subsection 82(1) may, subject to sections 134, 135 and 138, treat the registered owner of a security as the person exclusively entitled to vote, to receive…
Section 52 — Overissue
The provisions of this Part that validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue, but if a valid security,…
Section 53 — Burden of proof
In an action on a security, unless specifically denied in the pleadings, each signature on the security or in a necessary endorsement is admitted; a signature on the security is presumed to be…
Section 54 — Securities fungible
Unless otherwise agreed and subject to the provisions of this Act, of any other applicable Act of Parliament, of any applicable Act of the legislature of a province or of any applicable regulation…
Section 55 — Notice of defect
Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by…
Section 56 — Staleness as notice of defect
After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered…
Section 57 — Unauthorized signature
An unauthorized signature on a security before or in the course of its issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack…
Section 58 — Completion or alteration
Where a security contains the signatures necessary for its issue or transfer but is incomplete in any other respect, any person may complete it by filling in the blanks in accordance with their…
Section 59 — Warranties of agents
A person signing a security as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security warrants to a purchaser for value without…
Section 60 — Title of purchaser
On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality…
Section 61 — Deemed notice of adverse claim
A purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim if the security, whether in bearer or registered form, has been endorsed “for…
Section 62 — Staleness as notice of adverse claim
An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for…
Section 63 — Warranties to issuer
A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a…
Section 64 — Right to compel endorsement
When a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but…
Section 65 — Definition of appropriate person
In this section, appropriate person means the person specified by the security or by special endorsement to be entitled to the security; if a person described in paragraph (a) is described as a…
Section 66 — Effect of endorsement without delivery
An endorsement of a security whether special or in blank does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until…
Section 67 — Endorsement in bearer form
An endorsement of a security in bearer form may give notice of an adverse claim under section 61 but does not otherwise affect any right to registration that the holder has.
Section 68 — Effect of unauthorized endorsement
The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value without notice of an adverse claim who has in good faith…
Section 69 — Warranties of guarantor of signature
A person who guarantees a signature of an endorser of a security warrants that at the time of signing the signature was genuine; the signer was an appropriate person as defined in section 65 to…
Section 70 — Constructive delivery of a security
Delivery to a purchaser occurs when the purchaser or a person designated by the purchaser acquires possession of a security; the broker of the purchaser acquires possession of a security specially…
Section 71 — Delivery of security
Unless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers, the selling customer fulfils their duty to deliver by delivering the security to the selling…
Section 72 — Right to reclaim possession
A person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain…
Section 73 — Right to requisites for registration
Unless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a…
Section 74 — Seizure of security
No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.
Section 75 — No liability for acts in good faith
An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise…
Section 76 — Duty to register transfer
Where a security in registered form is presented for transfer, the issuer shall register the transfer if the security is endorsed by an appropriate person as defined in section 65; reasonable…
Section 77 — Assurance that endorsement effective
An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing, and by requiring if the…
Section 78 — Limited duty of inquiry
An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if written notice of an adverse claim has been received at a time and in a manner that affords the…
Section 79 — Limitation of issuer’s liability
Subject to any applicable law relating to the collection of taxes, the issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a…
Section 80 — Notice of lost or stolen security
Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a…
Section 81 — Rights and obligations
An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, a…
Section 82 — Definitions
In this Part, event of default means an event specified in a trust indenture on the occurrence of which a security interest constituted by the trust indenture becomes enforceable, or the principal,…
Section 83 — Conflict of interest
No person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity. A trustee shall, within ninety days after…
Section 84 — Qualification of trustee
A trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province and authorized to carry on the business of a…
Section 85 — List of security holders
A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee, require the trustee to furnish, within fifteen days after delivering to the trustee the…
Section 86 — Evidence of compliance
An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under paragraph (a), (b) or (c), furnish the trustee with evidence of…
Section 87 — Contents of declaration, etc.
Evidence of compliance as required by section 86 shall consist of a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions…
Section 88 — Further evidence of compliance
The evidence of compliance referred to in section 87 shall include a statement by the person giving the evidence declaring that they have read and understand the conditions of the trust indenture…