V-1 - Securities Act

Section 67 Disposition versions

1977-12-31

67. Subject to section 69, no issue of securities shall, in Québec, be the object of an initial sale, offer of sale or distribution to the public before the Commission has permitted trading, even if the person, company or undertaking, existing or proposed, including any mining undertaking, by or on behalf of or for the benefit of whom or of which such issue is made, is domiciled or has its corporate seat outside Québec.

The sale, offer of sale or distribution of securities made in any part of Québec to persons, firms, companies or corporations having their domicile, residence or place of business outside Québec are deemed, for the purposes of this section, to be a sale, offer of sale or distribution made in Québec.

In the case of an issue of corporate shares which have already been the object of an initial sale or distribution to the public, but which are held by a person or company, or by a group of persons or companies acting together, to an extent representing the control of the company or the majority of a particular class of shares of its capital stock, the permission of the Commission must also be obtained to sell, offer for sale or distribute them again to the public, en bloc or to an extent representing the control of the company or of the particular class of shares concerned, whether such sale, offer or distribution be made directly as principal or indirectly through an agent, broker or salesman.

If, in the case of the preceding paragraph, the holder or holders of the shares wishing to sell or distribute them again to the public cannot obtain from the company which issued such shares all the information they require, either to prepare their prospectus or to meet the Commission’s demands for information, the Commission may order the company to give the holders of such shares all the information it deems necessary for such purpose.

Furthermore, if the holders of such shares have been unable to obtain all the signatures required for the prospectus and the Commission is satisfied that they have made all reasonable efforts to do so and that the lack of some of the signatures will not prejudice anyone, it may, at its discretion, exempt the holders of such shares from obtaining such of the signatures to the prospectus as are lacking, on such conditions as it may deem it expedient to prescribe.

The Commission, whenever it deems it expedient, may grant such permission subject to such conditions as it may impose.

Such permission shall not imply any guarantee by the Commission as to the accuracy of the prospectus or the value of the securities issued or any recommendation respecting them. The Commission may revoke it, at its discretion, at any time when it deems it to be in the public interest so to do.

No broker or other person or company shall sell, offer for sale or distribute to the public any securities subject to the provisions of this section before giving written notice thereof to the Commission.

The Commission shall have power to decide in last resort if a sale, offer for sale or distribution of securities is subject to the provisions of this section.

Notwithstanding the foregoing provisions of this section, the Commission, in cases where it deems it expedient to do so, may grant an exemption from registration for the sale of securities contemplated by this section.

R. S. 1964, c. 274, s. 50.