S-31.1 - Business Corporations Act

Section 61 Disposition versions

2011-02-14

61. A share issued by a corporation may be a certificated share or an uncertificated share. A certificated share is represented by a paper certificate in registered form, and an uncertificated share is represented by an entry in the securities register in the name of the shareholder.

Unless otherwise provided in the articles of the corporation, shares are issued as certificated shares unless the board of directors determines, by resolution, that the shares of any class or series of shares or certain shares of a class or series are to be issued as uncertificated shares.

The board of directors may also, by resolution, determine that a certificated share becomes an uncertificated share as soon as the paper certificate is surrendered to the corporation.

Inversely, the board of directors may, by resolution, determine that an uncertificated share becomes a certificated share on delivery to the shareholder of a certificate in the shareholder’s name or, in the case of a control agreement under the Act respecting the transfer of securities and the establishment of security entitlements (chapter T-11.002), on delivery to the purchaser, within the meaning of that Act, of a certificate in the purchaser’s name, unless there are provisions inconsistent with such an agreement, in which case those provisions apply. The board of directors must give notice of the resolution to the shareholders of the classes or series of shares concerned.

2009, c. 52, s. 61.