SS · Business Corporations Act
Part 6 — Security Certificates,
48 Security certificates
a security certificate that complies with this Act or a
non-transferable written acknowledgment of the security holder's
right to obtain a security certificate from a corporation in respect of
the securities of that corporation held by the security holder.
(2) A corporation may charge a fee in an amount not exceeding the
maximum amount prescribed in the regulations for a security
certificate issued in respect of a transfer.
(3) A corporation is not required to issue more than one security
certificate in respect of securities held jointly by several persons,
and delivery of a certificate to one of several joint holders is
sufficient delivery to all.
(4) A security certificate must be signed by at least one director or
officer of the corporation or by or on behalf of a registrar, transfer
agent or branch transfer agent of the corporation or by a trustee
who certifies it in accordance with a trust indenture.
(5) Any signatures required on a security certificate may be printed
or otherwise mechanically reproduced on it.
(6) If a security certificate contains a printed or mechanically
reproduced signature of a person, the corporation may issue the
security certificate, notwithstanding that the person has ceased to
be a director or an officer of the corporation, and the security
certificate is as valid as if the person were a director or an officer at
the date of its issue.
(7) There shall be stated legibly on the face of each share
certificate issued by a corporation
(a) the name of the corporation,
(b) the words "Incorporated under the Business Corporations
Act",
(c) the name of the person to whom it was issued, and
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(d) the number and class of shares and the designation of any
series that the certificate represents.
(7.1) A security certificate may be issued in electronic form.
(8) Repealed 2006 cS-4.5 s106.
(9) A reporting issuer whose shares are held by more than one
person shall not restrict the transfer of its shares except by way of a
constraint permitted under section 174.
(10) There shall be stated legibly on a share certificate issued by a
corporation that is authorized to issue shares of more than one class
or series
(a) the rights, privileges, r estrictions and conditions attached to
the shares of each class and series that exists when the share
certificate is issued, or
(b) that the class or series of shares that it represents has rights,
privileges, restrictions or conditions attached to it and that
the corporation will furnish to a shareholder, on demand and
without charge, a full copy of the text of
(i) the rights, privileges, r estrictions and conditions attached
to each class authorized to be issued and to each series
insofar as they have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privile ges,
restrictions and conditions of subsequent series.
(11) If a share certificate issued by a corporation contains the
statement mentioned in subsection (10)(b), the corporation shall
furnish to a shareholder, on demand and without charge, a full copy
of the text of
(a) the rights, privileges, r estrictions and conditions attached to
each class authorized to be issued and to each series insofar
as they have been fixed by the directors, and
(b) the authority of the directors to fix the rights, privileg es,
restrictions and conditions of subsequent series.
(12) A corporation may issue a certificate for a fractional share or
may issue in its place scrip certificates in a form that entitles the
holder to receive a certificate for a full share by exchanging scrip
certificates aggregating a full share.
(13) The directors may attach conditions to any scrip certificates
issued by a corporation, including conditions that
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(a) the scrip certificates becom e void if they are not exchanged
for a share certificate representing a full share before a
specified date, and
(b) any shares for which those scrip certificates are
exchangeable may, notwithstanding any pre-emptive right,
be issued by the corporation to any person and the proceeds
of those shares distributed rateably to the holders of the
scrip certificates.
(14) A holder of a fractional share issued by a corporation is not
entitled to exercise voting rights or to receive a dividend in respect
of the fractional share, unless
(a) the fractional share results from a consolidation of shares, or
(b) the articles of the corporation otherwise provide.
(15) A holder of a scrip certificate is not entitled to exercise voting
rights or to receive a dividend in respect of the scrip certificate.
RSA 2000 cB-9 s48;2005 c8 s19;2006 cS-4.5 s106;
2021 c18 s13