BILL 47 – 2002
BUSINESS CORPORATIONS ACT -- continued

Part 4 -- Shares, Registers and Transfers

Right to share certificate

107 Subject to section 108, a shareholder is entitled, on request and at the shareholder's option, to receive, without charge, one of the following from a company in respect of the shares of the company of which the person is the shareholder:

(a) a share certificate in a form that complies with this Act and with the memorandum and articles;

(b) a non-transferable written acknowledgement of the shareholder's right to obtain such a certificate.

Shares jointly owned

108 A company is not required to issue more than one certificate in respect of shares registered jointly in the names of several persons and delivery of a certificate to one of several joint shareholders is sufficient delivery to all.

Lost or destroyed certificate

109 If a share certificate of a company is worn out, defaced, lost or destroyed, it may be renewed on payment of the charge, not exceeding the prescribed amount, and on the terms for evidence and indemnity

(a) that the articles require, or

(b) in the absence of a provision in the articles, that the directors determine.

Signature on share

110 (1) A share certificate must be signed manually

(a) by a director or officer of the company, or

(b) by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the company.

(2) Any additional signatures required on a share certificate may be printed or otherwise mechanically reproduced on the certificate.

(3) If a share certificate contains a printed or mechanically reproduced signature of an individual, the company may issue the certificate even though the individual has ceased to be a director or an officer of the company, and the certificate is as valid as if the individual were a director or an officer on the date of the issue of the certificate.

Securities registers

111 (1) A company must maintain a central securities register in which it registers

(a) the shares issued by the company, or transferred, after the coming into force of this Act, and

(b) with respect to those shares,

(i) the name and last known address of each person to whom those shares have been issued or transferred after the coming into force of this Act,

(ii) the class, and any series, of those shares,

(iii) the number of those shares held by each of the persons referred to in subparagraph (i),

(iv) in the case of shares issued after the coming into force of this Act, the date and particulars of each such issue, and

(v) in the case of shares transferred after the coming into force of this Act, the date and particulars of each such transfer.

(2) In addition to its central securities register, a company may maintain branch securities registers.

(3) A company may appoint agents to maintain the central securities register and any branch securities registers.

(4) A company must maintain its central securities register at its records office or at any other location in British Columbia designated by the directors, and may maintain branch securities registers at any locations inside or outside British Columbia designated by the directors.

(5) Registering the issue or transfer of a share in the central securities register or in a branch securities register is complete and valid registration for all purposes.

(6) A branch securities register must only contain particulars of shares issued or transferred at that branch.

(7) Particulars of each issue or transfer of a share registered in a branch securities register must also be promptly registered in the central securities register.

(8) Sections 46 to 48 apply to a company's branch securities register as if it were a central securities register.

Index of shareholders

112 (1) Every company having more than 100 shareholders must,

(a) unless the central securities register is in a form constituting in itself an index, keep an index of the names of the shareholders of the company as a part of its central securities register, and

(b) within 14 days after the date on which an alteration is made in the central securities register, make any necessary alteration in the index.

(2) The index of shareholders must be so kept as to enable particulars with respect to every shareholder to be readily ascertained.

Share transferable

113 A share in a company is transferable as provided by the articles of the company.

Instrument of transfer

114 Despite the memorandum and articles of a company, a company must not register a transfer of shares unless a proper instrument of transfer has been provided to the company, but an instrument of transfer is not required for the company to register a transmission of shares under section 119.

Powers of personal representative

115 (1) Despite the memorandum or articles of a company, the personal or other legal representative or trustee in bankruptcy of a shareholder, although not registered as a shareholder, has the rights, privileges and obligations that attach to the shares held by the shareholder, if the records required by section 118 are provided to the company.

(2) Subsection (1) of this section does not apply on the death of a shareholder for shares registered in the shareholder's name and the name of another person in joint tenancy.

Transfer by personal representative

116 A transfer of the share or other interest of a shareholder made by a person who is the personal or other legal representative or trustee in bankruptcy of a shareholder is, although that person is not himself or herself a shareholder, as valid as if that person had been a shareholder at the time of the execution of the instrument of transfer.

Registration of transfer

117 Subject to this Act and to the memorandum and articles of a company, the company, on the application of the transferor or transferee of a share in the company, must enter the name of the transferee in its central securities register.

Documents for transmission

118 If a person applies to a company or its transfer agent to effect a transmission of shares or other securities, the person must provide to the company

(a) a declaration of transmission made by a personal or other legal representative or trustee in bankruptcy stating the particulars of the transmission,

(b) the share or security certificate, if any,

(c) in the case of a death,

(i) the original grant of probate or letters of administration or a court certified copy of them, or

(ii) the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest,

(d) in the case of bankruptcy, a copy of the court order or of the assignment in bankruptcy and a copy of the instrument appointing the trustee in bankruptcy, and

(e) in any other case,

(i) if the person making the declaration of transmission referred to in paragraph (a) was appointed by a court, a court certified copy of the court order, and

(ii) if that person was not appointed by a court, a copy of the record evidencing that person's appointment and other evidence of the appointment required by the company.

Effect of documents provided

119 The provision of the documents required by section 118 is, despite the memorandum or articles, sufficient authority to enable a company or its transfer agent, on application by the personal or other legal representative or trustee in bankruptcy, to register that person as the registered holder of the shares or other securities in that person's representative capacity.