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Business Corporations Act

[SBC 2002] CHAPTER 57

Part 4 — Shares, Registers and Transfers

Securities Transfer Act applies

106.1  (1) Except as otherwise provided in this Act, the transfer or transmission of a security is governed by the Securities Transfer Act.

(2) The Securities Transfer Act does not apply to a transfer effected under section 227, 244, 291 or 300 (7).

Shares may be certificated or uncertificated

107  (1) In this section, "uncertificated share" means a share that is not represented by a certificate.

(2) A share issued by a company may be represented by a share certificate or, except in the case of an unlimited liability company, may be an uncertificated share.

(3) Subject to section 108, unless the shares of which a shareholder is the registered owner are uncertificated shares, the shareholder is entitled, on request and at the shareholder's option, to receive, without charge, one of the following from the company in respect of his or her shares:

(a) a share certificate in a form that complies with this Act and with the company's charter;

(b) a non-transferable written acknowledgement of the shareholder's right to obtain such a certificate.

(4) Unless the company's articles provide otherwise, the directors of a company may, by resolution, provide that

(a) the shares of any or all of the classes and series of the company's shares must be uncertificated shares, or

(b) any specified shares must be uncertificated shares.

(5) Despite subsection (4), if a certificate or acknowledgement referred to in subsection (3) has been received by a shareholder in relation to a share, a resolution referred to in subsection (4) must not apply to that share until the certificate or acknowledgement is surrendered to the company.

(6) Within a reasonable time after the issue or transfer of a share that is an uncertificated share, the company must send to the shareholder a written notice containing the information required to be stated on a share certificate under section 57.

Shares jointly owned

108  A company is not required to issue more than one certificate in respect of shares registered jointly in the names of several persons and delivery of a certificate to one of several joint shareholders is sufficient delivery to all.

Lost or destroyed certificates

109  Section 92 of the Securities Transfer Act applies to lost or destroyed certificates.

Signature on share certificate

110  (1) A share certificate must be signed manually

(a) by a director or officer of the company, or

(b) by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the company.

(2) Any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced on the certificate.

(3) If a share certificate contains a printed or mechanically reproduced signature of an individual, the company may issue the certificate even though the individual has ceased to be a director or an officer of the company, and the certificate is as valid as if the individual were a director or an officer on the date of the issue of the certificate.

Securities registers

111  (1) A company must maintain a central securities register in which it registers

(a) the shares issued by the company, or transferred, after the coming into force of this Act, and

(b) with respect to those shares,

(i)   the name and last known address of each person to whom those shares have been issued or transferred after the coming into force of this Act,

(ii)   the class, and any series, of those shares,

(iii)   the number of those shares held by each of the persons referred to in subparagraph (i),

(iv)   in the case of shares issued after the coming into force of this Act, the date and particulars of each such issue, and

(v)   in the case of shares transferred after the coming into force of this Act, the date and particulars of each such transfer.

(2) In addition to its central securities register, a company may maintain branch securities registers.

(3) A company may appoint agents to maintain the central securities register and any branch securities registers.

(4) A company must maintain its central securities register at its records office or at any other location inside or outside British Columbia designated by the directors, and may maintain branch securities registers at any locations inside or outside British Columbia designated by the directors.

(4.1) If, under subsection (4), the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with sections 46 and 48 at a location inside British Columbia by means of a computer terminal or other electronic technology.

(4.2) If, under subsection (4), the directors designate a location inside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with sections 46 and 48 at

(a) that designated location, or

(b) another location inside British Columbia by means of a computer terminal or other electronic technology.

(5) Registering the issue or transfer of a share in the central securities register or in a branch securities register is complete and valid registration for all purposes.

(6) A branch securities register must only contain particulars of shares issued or transferred at that branch.

(7) Particulars of each issue or transfer of a share registered in a branch securities register must also be promptly registered in the central securities register.

(8) Sections 46 to 48 apply to a company's branch securities register as if it were a central securities register.

(9) A company must not at any time close its central securities register.

Index of shareholders

112  (1) Every company having more than 100 shareholders must,

(a) unless the central securities register is in a form constituting in itself an index, keep an index of the names of the shareholders of the company as a part of its central securities register, and

(b) within 14 days after the date on which an alteration is made in the central securities register, make any necessary alteration in the index.

(2) The index of shareholders must be so kept as to enable particulars with respect to every shareholder to be readily ascertained.

Repealed

113–114  [Repealed 2007-10-107.]

Powers of personal representative

115  (1) Despite the memorandum or articles of a company, the personal or other legal representative or trustee in bankruptcy of a shareholder, although not registered as a shareholder, has the rights, privileges and obligations that attach to the shares held by the shareholder, if the appropriate evidence of appointment or incumbency within the meaning of section 87 of the Securities Transfer Act is provided to the company.

(2) Subsection (1) of this section does not apply on the death of a shareholder for shares registered in the shareholder's name and the name of another person in joint tenancy.

Repealed

116–117  [Repealed 2007-10-109.]

Documents for transmission

118  The personal or other legal representative, or trustee in bankruptcy, of a shareholder of a company is entitled to become or to designate another person to become a registered shareholder of the company if the person provides to the company or its transfer agent

(a) a declaration of transmission made by the personal or other legal representative or trustee in bankruptcy stating the particulars of the transmission,

(b) the share certificate, if any, and any assurances referred to in section 87 of the Securities Transfer Act that are required by the company,

(c) in the case of a death,

(i)   the original grant of probate or grant of administration or a court certified copy of them, or

(ii)   the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest,

(d) in the case of bankruptcy, a copy of the court order or of the assignment in bankruptcy and a copy of the instrument appointing the trustee in bankruptcy, and

(e) in any other case,

(i)   if the person making the declaration of transmission referred to in paragraph (a) was appointed by a court, appropriate evidence of appointment or incumbency within the meaning of paragraph (a) of the definition of "appropriate evidence of appointment or incumbency" in section 87 (3) of the Securities Transfer Act, and

(ii)   if that person was not appointed by a court, appropriate evidence of appointment or incumbency within the meaning of paragraph (b) of the definition of "appropriate evidence of appointment or incumbency" in section 87 (3) of the Securities Transfer Act.

Effect of documents provided

119  If a personal or other legal representative, or a trustee in bankruptcy, of a shareholder of a company applies to the company or its transfer agent under section 118 to become or to designate another person to become a registered shareholder of the company, provision to the company or transfer agent of the records required under that section for the application is, despite the memorandum or articles, sufficient authority to enable the company or transfer agent to register the applicant or the person designated by the applicant, as the case may be, as a registered shareholder of the company.

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