Private Equity Sales (Private Corporation Shares)

Caselaw.Ninja, Riverview Group Publishing 2021 ©
Date Retrieved:	2024-11-01
CLNP Page ID:	2430
Page Categories:
Citation:	Private Equity Sales (Private Corporation Shares), CLNP 2430, <>, retrieved on 2024-11-01
Editor:	Sharvey
Last Updated:	2024/10/26

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Business Corporations Act, R.S.O. 1990, c. B.16

141 (1) A corporation shall prepare and maintain at its registered office, or at any other place in Ontario designated by the directors, 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,

(a) the names, alphabetically arranged of persons who,

(i) are or have been within six years registered as shareholders of the corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a holder, and the number and class of shares registered in the name of such holder,

(ii) are or have been within six years registered as holders of debt obligations of the corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder, or

(iii) are or have been within six years registered as holders of warrants of the corporation, other than warrants exercisable within one year from the date of issue, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and

(b) the date and particulars of the issue of each security and warrant. R.S.O. 1990, c. B.16, s. 141 (1); 2017, c. 2, Sched. 12, s. 1 (10).

Register of transfers

(2) A corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the corporation in registered form and the date and other particulars of each transfer shall be set out. R.S.O. 1990, c. B.16, s. 141 (2).

John Richard Southwell v. Carlgate Development Inc., Julie Anne Reis and Isabelle Margaret Southwell, 2024 ONSC 822 (CanLII)

[49] Indeed, the Ontario Court of Appeal has stated that the validity of a share transfer in the context of a corporate restructure is not dependent upon formal documentation. In Waxman v. Waxman (2004), 2004 CanLII 39040 (ON CA), 44 B.L.R. (3d) 165 (Ont. C.A.), a corporate restructure gave rise to the transfer of shares that was not compliant with an article of the corporation’s letters patent. The Ontario Court of Appeal affirmed the trial judge’s finding that this did not invalidate the transfer of the shares. The court held that the validity of the restructuring of a corporation does not depend on formal documentation, but on the consent of the shareholders, and that consent is a question of fact. In this case, the parties’ conduct convinces me that there was consent to transfer the shares to Mrs. Southwell and that they were properly transferred to Mrs. Southwell.