Private Shares Transfer (OSC)

From Riverview Legal Group


Corporations Act, R.S.O. 1990, c. C.38[1]

40 (1) The shares of a company are transferable on the books of the company subject to such conditions and restrictions as this Act, the special Act, the letters patent or supplementary letters patent prescribe.

43 (1) The register of shareholders and the register of transfers shall be kept at the head office of the company or at such other office or place in Ontario as is appointed by resolution of the directors, and the branch register or registers of shareholders and the branch register or registers of transfers may be kept at such office or offices of the company or other place or places, either in or outside Ontario, as are appointed by resolution of the directors.

(4) Particulars of every transfer of shares registered in every branch register of transfers shall be recorded in the register of transfers.

[1]

Securities Transfer Act, 2006, S.O. 2006, c. 8[2]

68. (1) Delivery of a certificated security to a purchaser occurs when,

(a) the purchaser acquires possession of the security certificate;
(b) another person, other than a securities intermediary, either,
(i) acquires possession of the security certificate on behalf of the purchaser, or
(ii) having previously acquired possession of the security certificate, acknowledges that the person holds the security certificate for the purchaser; or
(c) a securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, the security certificate is in registered form and the security certificate is,
(i) registered in the name of the purchaser,
(ii) payable to the order of the purchaser, or
(iii) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank. 2006, c. 8, s. 68 (1).
(2) Delivery of an uncertificated security to a purchaser occurs when,
(a) the issuer registers the purchaser as the registered owner, on the original issue or the registration of transfer; or
(b) another person, other than a securities intermediary, either,
(i) becomes the registered owner of the uncertificated security on behalf of the purchaser, or
(ii) having previously become the registered owner, acknowledges that the person holds the uncertificated security for the purchaser. 2006, c. 8, s. 68 (2).

[2]

Securities Act, R.S.O. 1990, c. S.5[3]

36 (1) Subject to the regulations, every registered dealer who has acted as principal or agent in connection with the purchase or sale of a security or derivative shall promptly send by ordinary letter mail or deliver to the customer a written confirmation of the transaction containing the information required by the regulations. 2010, c. 26, Sched. 18, s. 23.

(2) Every person or company that has acted as an agent in connection with the purchase or sale of a security or derivative shall promptly disclose to the Commission, on receipt of a written request from the Commission, the name of every person or company from, to or through whom the security or derivative was bought or sold. 2010, c. 26, Sched. 18, s. 23.

[3]

Business Corporations Act, R.S.O. 1990[4]

[4]

References

  1. 1.0 1.1 Corporations Act, R.S.O. 1990, c. C.38, <https://www.ontario.ca/laws/statute/90c38>, reterived 2021-01-28
  2. 2.0 2.1 Securities Transfer Act, 2006, S.O. 2006, c. 8, <https://www.ontario.ca/laws/statute/06s08>, reterived 2021-01-28
  3. 3.0 3.1 Securities Act, R.S.O. 1990, c. S.5, <https://www.ontario.ca/laws/statute/90s05>, reterived 2021-01-28
  4. 4.0 4.1 Business Corporations Act, R.S.O. 1990, <https://www.ontario.ca/laws/statute/90b16>, reterived 2021-01-28