RTA · Business Corporations Act
Part 6 — Security Certificates,
50 Dealings with registered holders and transmission on death
subject to sections 133, 134 and 137 and the Civil Enforcement Act,
treat the registered owner of a security as the person exclusively
entitled to vote, to receive notices, to receive any interest, dividend
or other payments in respect of the security, and otherwise to
exercise all the rights and powers of an owner of the security.
(2) Notwithstanding subsection (1), but subject to a unanimous
shareholder agreement, a corporation whose articles restrict the
right to transfer its securities shall, and any other corporation may,
treat a person as a registered security holder entitled to exercise all
the rights of the security holder the person represents if that person
furnishes evidence as described in section 87(3) of the Securities
Transfer Act to the corporation that the person is
(a) the executor, administrator , heir or legal representative of
the heirs of the estate of a deceased security holder,
RSA 2000
(b) a guardian, committee, trust ee, curator or tutor representing
a registered security holder who is an infant, an incompetent
person or a missing person, or
(c) a liquidator of, or a trust ee in bankruptcy for, a registered
security holder.
(3) If a person on whom the ownership of a security devolves by
operation of law, other than a person described in subsection (2),
furnishes proof of the person's authority to exercise rights or
privileges in respect of a security of the corporation that is not
registered in the person's name, the corporation shall treat that
person as entitled to exercise those rights or privileges.
(4) A corporation is not required to inquire into the existence of, or
see to the performance or observance of, any duty owed to a third
person by a registered holder of any of its securities or by anyone
whom it treats, as permitted or required by this section, as the
owner or registered holder of the securities.
(5) If an infant exercises any rights of ownership in the securities
of a corporation, no subsequent repudiation or avoidance is
effective against the corporation.
(6) A corporation shall treat as owner of a security the survivors of
persons to whom the security was issued if
(a) it receives proof satisfact ory to it of the death of any joint
holder of the security, and
(b) the security provides that the persons to whom the securit y
was issued are joint holders with right of survivorship.
(7) Subject to any applicable law relating to the collection of taxes,
a person referred to in subsection (2)(a) is entitled to become a
registered holder or to designate a registered holder, if the person
deposits with the corporation or its transfer agent
(a) the original grant of probate or of letters of administrat ion,
or a copy of it certified to be a true copy by
(i) the court that granted the probate or letters of
administration,
(ii) a trust company incorporated under the laws of Canada
or a province or territory, or
(iii) a lawyer or notary acting on behalf of the person referred
to in subsection (2)(a),
RSA 2000
o r
(b) in the case of transmission by notarial will in the Province
of Quebec, a copy of the will authenticated pursuant to the
laws of that province,
together with
(c) an affidavit, statutory declaration or declaration of
transmission made by a person referred to in subsection
(2)(a), stating the particulars of the transmission, and
(d) the security certificate th at was owned by the deceased
holder
(i) in the case of a transfer to a person referred to in
subsection (2)(a), with or without the endorsement of
that person, and
(ii) in the case of a transfer to any other person, endorsed i n
accordance with section 29 of the Securities Transfer
Act,
and accompanied with any ass urance the corporation may
require under section 87 of the Securities Transfer Act.
(8) Notwithstanding subsection (7), if the laws of the jurisdiction
governing the transmission of a security of a deceased holder do
not require a grant of probate or of letters of administration in
respect of the transmission, a legal representative of the deceased
holder is entitled, subject to any applicable law relating to the
collection of taxes, to become a registered holder or to designate a
registered holder, if the legal representative deposits with the
corporation or its transfer agent
(a) the security certificate th at was owned by the deceased
holder, and
(b) reasonable proof of the gov erning laws, of the deceased
holder's interest in the security and of the right of the legal
representative or the person the legal representative
designates to become the registered holder.
(9) Deposit of the documents required by subsection (7) or (8)
empowers a corporation or its transfer agent to record in a
securities register the transmission of a security from the deceased
holder to a person referred to in subsection (2)(a) or to any person
that the person referred to in subsection (2)(a) may designate and,
subsequently, to treat the person who thus becomes a registered
holder as the owner of the security.
RSA 2000 cB-9 s50;2006 cS-4.5 s106
RSA 2000