Registered shareholders
49(1)A corporation may, subject to sections 86, 87 and 90, treat the registered security holder as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.
49(2) A corporation whose articles or unanimous shareholder agreement restrict the right to transfer its securities shall, and any other corporation may, treat a person referred to in paragraph (a), (b) or (c) as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if that person furnishes evidence as described in subsection 87(1) of the
Securities Transfer Act to the corporation that the person is,
(a)
the executor, administrator, administrator with will annexed, estate trustee, heir or legal representative of the heirs, of the estate of a deceased registered security holder;
(b)
a guardian, attorney for property, representative under the
Supported Decision-Making and Representation Act, committee, trustee or curator representing a registered security holder who is a minor, a represented person, a person who is incapable of managing their affairs or a missing person; or
(c)
a liquidator of, or a trustee in bankruptcy for, a registered security holder.
49(3)A transfer of securities made by a sale under the
Enforcement of Money Judgments Act or under an order or judgment of a court of competent jurisdiction, on furnishing the corporation with evidence of the sale or the order or judgment, shall be registered in the securities register of the corporation.
49(4)If a person on whom the ownership of a security devolves by operation of law, other than a person referred to in subsection (2), furnishes proof of the person’s authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person’s name, the corporation shall treat the person as entitled to exercise those rights or privileges.
49(5)A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder of its securities.
49(6)When a security is issued to several persons as joint holders, on satisfactory proof of the death of one joint holder, the corporation may treat the surviving joint holders as owners of the security.
49(7)Subject to any applicable law of Canada or a province or territory of Canada relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder or to designate a registered holder, if the person deposits with the corporation or its transfer agent,
(a)
the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by,
(i)
the court that granted the probate or letters of administration,
(ii)
a trust corporation incorporated under the laws of Canada or a province or territory of Canada, or
(iii)
a lawyer or notary acting on behalf of the person; or
(b)
in the case of transmission by notarial will in the Province of Quebec, a copy of the notarial will authenticated under the laws of that Province, together with,
(i)
an affidavit or declaration of transmission made by the person stating the particulars of the transmission;
(ii)
the security certificate that was owned by the deceased holder,
(A)
in case of a transfer to the person, with or without the endorsement of that person, and
(B)
in case of a transfer to any other person, endorsed in accordance with section 29 of the
Securities Transfer Act, and
(iii)
any assurance the issuer may require under section 87 of the
Securities Transfer Act.
49(8)Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled to become, subject to any applicable law of Canada or a province or territory of Canada relating to the collection of taxes, a registered holder or to designate a registered holder if the legal representative deposits with the corporation or its transfer agent
(a)
a security certificate that was owned by the deceased holder, and
(b)
reasonable proof of the governing laws, the deceased holder’s interest in the security and the right of the legal representative or the person the legal representative designates to become the registered holder.
49(9)Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a register of transfers the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to any person as the person referred to in that paragraph may designate, and thereafter, to treat the person who thus becomes a registered holder as the owner of that security.
49(10)Subsections (7), (8) and (9) do not limit any right of a person to transfer shares or obtain registration of transfers in accordance with the
Securities Transfer Act.
1986, c.4, s.6; 2008, c.S-5.8, s.106; 2013, c.32, s.5; 2022, c.60, s.67; 2023, c.2, s.38; 2023, c.2, s.158