Acts and Regulations

B-9.1 - Business Corporations Act

Section 47
Disposition versions

Full text
Security certificates
2023, c.2, s.157
47(1)Repealed: 2023, c.2, s.34
47(2)A corporation may charge a reasonable administrative fee for a security certificate issued in respect of a transfer.
47(3)A corporation required to issue a security certificate is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
47(4)A security certificate shall be signed by at least one of the following persons:
(a) a director or officer of the corporation;
(b) a registrar, transfer agent or branch transfer agent of the corporation or a person on behalf of that registrar or agent; and
(c) a trustee who certifies it in accordance with a trust indenture.
47(5)Repealed: 2023, c.2, s.34
47(6)If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if he were a director or an officer at the date of its issue.
47(7)There shall be stated upon the face of each security certificate issued by a corporation
(a) the name of the corporation;
(b) the words “Incorporated under the Laws of New Brunswick” or words of like effect;
(c) the name of the person to whom it was issued; and
(d) the number and class of shares, the designation of any series that the certificate represents and whether the shares are with par value or without par value and, if with par value, the par value thereof.
47(8)Repealed: 2008, c.S-5.8, s.106
47(9)If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).
47(10)There shall be stated legibly on a security certificate issued by a corporation that is authorized to issue shares of more than one class or series
(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series; or
(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(11)Where a security certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of
(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(12)A corporation may issue for each fractional share, a certificate in registered form or scrip certificate in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.
47(12.1)A corporation shall, on the request of the holder of a certificate for a fractional share or scrip certificate that was issued in bearer form before the commencement of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.
47(13)The directors may attach conditions to any scrip certificates issued by the corporation or on behalf of the corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a certificate or an uncertificated security representing a full share before a specified date, and
(b) any shares for which the scrip certificates are exchangeable may, despite any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless
(a) the fractional share results from a consolidation of shares; or
(b) the articles of the corporation otherwise provide.
47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.
2008, c.S-5.8, s.106; 2022, c.16, s.4; 2023, c.2, s.34; 2023, c.2, s.155; 2023, c.2, s.157
Share certificates
47(1)Subject to section 51, every shareholder is entitled to a share certificate in respect of the shares held by him, signed by the proper director or officer in accordance with the corporation’s by-laws in that regard.
47(2)A corporation may charge a fee of not more than three dollars for a share certificate issued in respect of a transfer.
47(3)A corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
47(4)A share certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon.
47(5)Notwithstanding subsection (4), a manual signature is not required on a certificate representing a fractional share, an option or a right to acquire a security or on a scrip certificate.
47(6)If a share certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.
47(7)There shall be stated upon the face of each share certificate issued by a corporation
(a) the name of the corporation;
(b) the words “Incorporated under the Laws of New Brunswick” or words of like effect;
(c) the name of the person to whom it was issued; and
(d) the number and class of shares, the designation of any series that the certificate represents and whether the shares are with par value or without par value and, if with par value, the par value thereof.
47(8)Repealed: 2008, c.S-5.8, s.106
47(9)If a body corporate continued under this Act has outstanding share certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).
47(10)There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series
(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series; or
(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(11)Where a share certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of
(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(12)A corporation may issue for each fractional share, a certificate in registered form or scrip certificate in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.
47(12.1)A corporation shall, on the request of the holder of a certificate for a fractional share or scrip certificate that was issued in bearer form before the commencement of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.
47(13)The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and
(b) any shares for which such scrip certificates are exchangeable may, notwithstanding any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless
(a) the fractional share results from a consolidation of shares; or
(b) the articles of the corporation otherwise provide.
47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.
2008, c.S-5.8, s.106; 2022, c.16, s.4
Share certificates
47(1)Subject to section 51, every shareholder is entitled to a share certificate in respect of the shares held by him, signed by the proper director or officer in accordance with the corporation’s by-laws in that regard.
47(2)A corporation may charge a fee of not more than three dollars for a share certificate issued in respect of a transfer.
47(3)A corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
47(4)A share certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon.
47(5)Notwithstanding subsection (4), a manual signature is not required on a certificate representing a fractional share, an option or a right to acquire a security or on a scrip certificate.
47(6)If a share certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.
47(7)There shall be stated upon the face of each share certificate issued by a corporation
(a) the name of the corporation;
(b) the words “Incorporated under the Laws of New Brunswick” or words of like effect;
(c) the name of the person to whom it was issued; and
(d) the number and class of shares, the designation of any series that the certificate represents and whether the shares are with par value or without par value and, if with par value, the par value thereof.
47(8)Repealed: 2008, c.S-5.8, s.106
47(9)If a body corporate continued under this Act has outstanding share certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).
47(10)There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series
(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series; or
(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(11)Where a share certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of
(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(12)A corporation may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.
47(13)The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and
(b) any shares for which such scrip certificates are exchangeable may, notwithstanding any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless
(a) the fractional share results from a consolidation of shares; or
(b) the articles of the corporation otherwise provide.
47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.
2008, c.S-5.8, s.106
Share certificates
47(1)Subject to section 51, every shareholder is entitled to a share certificate in respect of the shares held by him, signed by the proper director or officer in accordance with the corporation’s by-laws in that regard.
47(2)A corporation may charge a fee of not more than three dollars for a share certificate issued in respect of a transfer.
47(3)A corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
47(4)A share certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon.
47(5)Notwithstanding subsection (4), a manual signature is not required on a certificate representing a fractional share, an option or a right to acquire a security or on a scrip certificate.
47(6)If a share certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.
47(7)There shall be stated upon the face of each share certificate issued by a corporation
(a) the name of the corporation;
(b) the words “Incorporated under the Laws of New Brunswick” or words of like effect;
(c) the name of the person to whom it was issued; and
(d) the number and class of shares, the designation of any series that the certificate represents and whether the shares are with par value or without par value and, if with par value, the par value thereof.
47(8)Repealed: 2008, c.S-5.8, s.106
47(9)If a body corporate continued under this Act has outstanding share certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).
47(10)There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series
(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series; or
(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(11)Where a share certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of
(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(12)A corporation may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.
47(13)The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and
(b) any shares for which such scrip certificates are exchangeable may, notwithstanding any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless
(a) the fractional share results from a consolidation of shares; or
(b) the articles of the corporation otherwise provide.
47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.
2008, c.S-5.8, s.106
Share certificates
47(1)Subject to section 51, every shareholder is entitled to a share certificate in respect of the shares held by him, signed by the proper director or officer in accordance with the corporation’s by-laws in that regard.
47(2)A corporation may charge a fee of not more than three dollars for a share certificate issued in respect of a transfer.
47(3)A corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.
47(4)A share certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, and any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced thereon.
47(5)Notwithstanding subsection (4), a manual signature is not required on a certificate representing a fractional share, an option or a right to acquire a security or on a scrip certificate.
47(6)If a share certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.
47(7)There shall be stated upon the face of each share certificate issued by a corporation
(a) the name of the corporation;
(b) the words “Incorporated under the Laws of New Brunswick” or words of like effect;
(c) the name of the person to whom it was issued; and
(d) the number and class of shares, the designation of any series that the certificate represents and whether the shares are with par value or without par value and, if with par value, the par value thereof.
47(8)If a share certificate issued by a corporation or by a body corporate before the body corporate was continued under this Act is or becomes subject to
(a) a lien in favour of the corporation,
(b) a unanimous shareholder agreement, or
(c) an endorsement under subsection 131(10),
such restriction, lien, agreement or endorsement is ineffective against a transferee of the share who has no actual knowledge of it, unless it or a reference to it is noted conspicuously on the share certificate.
47(9)If a body corporate continued under this Act has outstanding share certificates, and if the words “private company” appear on the certificates, those words shall be deemed to be a notice of a restriction, lien, agreement or endorsement for the purpose of subsection (8).
47(10)There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series
(a) the rights, privileges, restrictions and conditions attached to the shares of each class and series; or
(b) that the class or series of shares that it represents has rights, privileges, restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of
(i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(11)Where a share certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of
(a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and
(b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
47(12)A corporation may issue a certificate for a fractional share or may issue in place thereof a scrip certificate in bearer form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.
47(13)The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that
(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and
(b) any shares for which such scrip certificates are exchangeable may, notwithstanding any preemptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.
47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless
(a) the fractional share results from a consolidation of shares; or
(b) the articles of the corporation otherwise provide.
47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.