V-1 - Securities Act

Section 28 Disposition versions

1977-12-31

28. No registration shall be required for the following sales of and transactions in securities:

(a)  a judicial sale or a sale by a testamentary executor, tutor, curator, trustee, the public curator, a trustee in bankruptcy or liquidator, under judicial authorization or any legislative provision;

(b)  an isolated sale or transaction by or on behalf of the owner, where such sale is not made in the course of continued and successive transactions of a like nature nor by a person whose usual occupation is trading in securities;

(c)  a sale made in the performance of his duties by an officer or employee of Her Majesty in the right of Canada or of any Canadian province, or by an officer or employee of a commission constituted under an act of the Parliament of Canada or of the Legislature of a province;

(d)  a sale made in good faith by a creditor-pledgee or for his account, in the ordinary course of business, of any security pledged as security for a debt contracted in good faith, for the purpose of liquidating such debt;

(e)  subject to the provisions of the penultimate paragraph of this section, the issuance, distribution or sale of shares, debentures or other securities of a person or company to the holders of securities already issued by such person or company and also, in the case of a company incorporated without pecuniary gain, to its members only, provided that no commission or remuneration is paid or allowed in connection therewith, except that a compensation equal to the disbursements estimated or incurred may be paid to any person or company registered with the Commission, for services rendered with respect to such issuance, distribution or sale;

(f)  subject to the provisions of the last paragraph of this section, the exchange by or on behalf of one company, of securities issued by it for securities of another company, already issued or to be issued, for the purpose of merging and amalgamating such companies or of reorganizing one of them or, at the discretion of the Commission, for any other purpose;

(g)  sales of securities to insurance or trust companies or to chartered banks and to any other institution or company designated by the Commission;

(h)  sales or transactions specifically exempted by the regulations from the application of section 24;

(i)  the issuances, distributions, sales or transactions of the securities issued by a private company; however, the Commission may always, in its discretion, make such private company subject to this act.

The Commission may also, at its discretion, grant an exemption from registration in the case of an issue of securities sold en bloc to one or more registered brokers, provided that the permission contemplated by section 67 has been given with respect to such issue whenever such permission is required.

The Commission may furthermore grant to a company or corporation an exemption from registration for the issuance, distribution and sale of any of its securities to its officers, directors and employees or to the officers, directors and employees of its affiliates.

When a company or corporation plans an issue, distribution or sale of securities in a case contemplated by the provisions of paragraph e of this section, it must give the Commission a notice indicating the date, amount, nature and conditions of the proposed issue, distribution or sale; the Commission may then, at its discretion, either not object to such proposed issue, distribution or sale or decide that it shall not take place unless the company or corporation applies for and obtains registration as a security issuer; and such proposed issue, distribution or sale shall not take place unless the Commission informs the company or corporation in writing that, subject to the conditions it imposes, it does not object thereto or, it grants the registration and permission necessary for such purpose.

When a company or corporation plans an issue of securities, in a case of exchange contemplated by the provisions of paragraph f of this section, it must give the Commission notice thereof indicating the date, amount, nature and conditions of the proposed issue and exchange; the Commission may then, at its discretion, either not object to the proposed issue and exchange or decide that they shall not take place unless the company or corporation applies for and obtains registration as a security issuer; and the proposed issue and exchange shall not take place unless the Commission informs the company or corporation in writing that, subject to the conditions it imposes, it does not object thereto or, it grants the registration and permission necessary for such purpose.

R. S. 1964, c. 274, s. 20; 1971, c. 77, s. 12; 1973, c. 67, s. 12.