Rules - Re: Shares of a Corporation (Corporate Law)

Corporations Act, R.S.O. 1990, c. C.38

Shareholder Voting rights

30 (1) Subject to subsection 28 (2), every holder of a preference share or a common share is entitled to one vote for each preference share or each common share held by the holder at all meetings of the shareholders of the company, but this subsection does not apply to shares authorized before the 30th day of April, 1954.

(2) The letters patent or supplementary letters patent may provide for a greater number of votes for each share of a class or classes at all times or on the happening of a stated event. R.S.O. 1990, c. C.38, s. 30.

Transfer of Shares

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.

Register of transfers

41 Every company shall cause to be kept a register of transfers in which all transfers of shares and the date and other particulars of each transfer shall be set out.

42 A company may appoint a transfer agent to keep the register of shareholders and the register of transfers and may also appoint one or more branch transfer agents to keep branch registers of shareholders and branch registers of transfers. R.S.O. 1990, c. C.38, s. 42.

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.

(2) Registration of the transfer of a share of the company in the register of transfers or a branch register of transfers is a complete and valid registration for all purposes.

(3) In each branch register of transfers shall be recorded only the particulars of the transfers of shares registered in that branch register of transfers.

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

(5) The directors of a company may by resolution close the register of transfers and the branch register or registers of transfers, if any, for a period of time not exceeding forty-eight hours, exclusive of Saturdays and holidays, immediately preceding any meeting of the shareholders, and notice of every such closing shall be given in a newspaper published in the place where the register of transfers is kept and in a newspaper published in each place in which a branch register of transfers is kept. R.S.O. 1990, c. C.38, s. 43.

Share certificates

44 (1) Every shareholder is entitled to a share certificate in respect of the shares held by the shareholder, signed by the proper officers in accordance with the company’s by-laws in that regard, but the company is not bound to issue more than one share certificate in respect of a share or shares held jointly by several persons and delivery of a share certificate to one of several joint shareholders is sufficient delivery to all.

(2) A share certificate is proof, in the absence of evidence to the contrary, of the title of the shareholder to the shares represented thereby.

(3) A company may charge a fee of not more than 50 cents for every share certificate issued, except that, in the case of the allotment and issue of shares, no fee shall be charged. R.S.O. 1990, c. C.38, s. 44.

45 Where a share certificate is defaced, destroyed or lost, a new certificate may be issued in its place on payment of such fee, if any, not exceeding $1 and on such terms, if any, as to evidence and indemnity as the directors determine. R.S.O. 1990, c. C.38, s. 45.

Contents of share certificates

46 (1) Every share certificate,

(a) shall bear upon its face the name of the company, a statement in English or in French that the company is incorporated in the Province of Ontario and a statement of its authorized capital;

(b) shall state the number and class of shares represented thereby and whether the shares are with par value or without par value and, if partly paid, the amount paid up thereon or that the shares are fully paid, as the case may be;

(c) if it represents preference shares, shall state thereon in legible characters the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the class of preference shares to which it belongs; and

(d) if it represents shares of a private company, shall bear upon its face the words “Private Company” or the words “compagnie fermée”.

(2) Where some but not all of the preference shares of a class are converted, redeemed or purchased for cancellation, it is unnecessary for the company to change the statement of its authorized capital on its share certificates. R.S.O. 1990, c. C.38, s. 46.

47 A share certificate shall be signed manually by at least one officer of the company or by or on behalf of a transfer agent or branch transfer agent of the company, and the company may by by-law provide that any additional signatures required on share certificates may be printed, engraved, lithographed or otherwise mechanically reproduced thereon, and in such event share certificates so signed are as valid as if they had been signed manually. R.S.O. 1990, c. C.38, s. 47.

Death of a Share Holder

Transmission of deceased shareholder’s shares
53 Where upon the death of a holder of any shares or securities of a company a transmission thereof takes place to or title to or control thereof vests or is claimed to vest in any person, herein called “the successor”, the company is justified in permitting or consenting to the registration thereof in the name of the successor on the company’s books or in paying the principal amount thereof or any dividend or interest thereon to the successor,

(a) if the successor claims by virtue of a grant of probate or letters of administration or other instrument issued or purporting to be issued by a court or other judicial authority in any jurisdiction, upon production of the same or an authenticated copy thereof or extract therefrom or a certificate of such grant under the seal of such court or other authority without any proof of the authenticity of such seal or other proof whatever and deposit of a copy thereof;

(b) if the successor claims by virtue of the laws of any jurisdiction in which any such transmission or vesting of title or control takes place without a grant of probate or letters of administration or other court or judicial action, upon production and deposit of proof thereof in accordance with the laws of such jurisdiction and reasonable evidence of such laws; or

(c) if the net value of the estate of the deceased holder is less than $1,500 or if the market value of the shares or securities is less than $300, upon proof thereof to the reasonable satisfaction of the company,

together with, in any such event, production and deposit by the successor of a sworn statement showing the nature of the transmission or vesting of title or control, as the case may be. R.S.O. 1990, c. C.38, s. 53.

Shareholder liability

56 (1) A shareholder shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the company beyond the amount unpaid on the shareholder’s shares.

[Definitions re ss. 72 to 78]

"associate”, where used to indicate a relationship with any person, means,

(a) any company of which such person beneficially owns directly or indirectly equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding,

(b) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity,

(c) any person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage, or

(d) any relative of the person or of a person mentioned in clause (c) who, in any such case, has the same home as the person; (“personne qui a un lien”)

“senior officer” means,

(a) the chair or any vice-chair of the board of directors, the president, any vice-president, the secretary, the treasurer or the general manager of a company or any other individual who performs functions for the company similar to those normally performed by an individual occupying any such office, and

(b) each of the five highest paid employees of a company, including any individual referred to in clause (a); (“cadre dirigeant”)

Shareholders’ meetings

93 (1) Subject to subsection (2) and in the absence of other provisions in that behalf in the by-laws of the company,

(a.1) if notice under clause (a) is given by mail, it shall be sent by prepaid mail to the shareholder’s last address as shown on the company’s books;