Provincial Securities Registration and Transfer Regulation

Provincial Securities Registration and Transfer Regulation, M.R. 68/88 R The Financial Administration Act , C.C.S.M. c. F55 Regulation 68/88 R Registered January 26, 1988 bilingual version (HTML) Table of Contents Section 1 Definitions 2 Application of regulation 3-4 Registration 5 Manner of registration 6 Effect of registration 7-9 Entries in debentures 10 Discharge from registration 11 Transfer of debentures by registered holders 12 Form and execution of instrument of transfer 13 Guarantee of signature 14 Evidence or guarantee of authority to execute instrument of transfer 15-17 No guarantee of signature required in certain cases 18-19 Transmission and transfer of registered debentures on death of registered holder 20 Transfer pursuant to judgment 21 Whereabouts of registered owner unknown or not available 22 Minors 23 Partnerships and unincorporated associations 24 Closing of books 25 Damaged, defaced or mutilated debentures and unmatured attached coupons 26 Destroyed, lost or stolen debentures and unmatured attached coupons 27 Damaged, defaced or mutilated matured coupons 28 Destroyed, lost or stolen matured coupon 29 New debentures 30 Form of undertaking to indemnify 31 Form of bond of indemnity 32 Statutory declaration Schedule A Power of Attorney to Transfer Bonds B Application for Transmission of Registered Province of Manitoba Securities C Ownership Certificate Definitions 1 In this regulation, "debenture" has the same meaning as "provincial securities" has in the Act; (« débenture ») "register" includes any register or record to be kept in the Department of Finance or elsewhere in which debentures may be registered as to principal or as to principal and interest; (« registre ») "registrar" means the Deputy Minister of Finance or some other officer of the Department of Finance named for that purpose by the Lieutenant Governor in Council, or some other person named by the Lieutenant Governor in Council with respect to a specific issue of debentures. (« registraire ») Application of regulation 2 This regulation applies to all debentures issued by the Government of Manitoba before or after this regulation takes effect except (a) in the case, if any, where a registrar is specifically named for a specific issue of debentures; or (b) where the provisions of this regulation are inconsistent with the terms of any debenture. Registration 3 Every debenture issued by the government except in a case to which clause 2(a) applies shall be entered in a register under the authority of the registrar. 4 In order to effect a transfer of a debenture that is issued by the government and that is registered, the debenture shall be presented at the office of the Deputy Minister of Finance at Winnipeg, Manitoba, or at such other place as may be named in the text of the debenture, accompanied by a written instrument of transfer duly executed by the registered holder. Manner of registration 5(1) Where a debenture is to be registered (a) as to principal, the registrar shall enter in the register the particulars of the debenture and the name of the person to whom the principal is payable; or (b) as to principal and interest, the registrar shall enter in the register the particulars of the debenture and the name and post office address of the person to whom the principal and interest are payable. 5(2) Where a debenture is registered as to principal and interest in the names of two or more persons, the address of the one whose name stands first in the register shall be the registered address of all of those persons for all purposes relating to the debenture. Effect of registration 6(1) Where a debenture has been registered as to principal or as to principal and interest in the name of any person, the entry in the register shall, except as otherwise provided in this regulation, be conclusive evidence as against the Government of Manitoba that that person is the owner of that debenture. 6(2) Where in accordance with this regulation a debenture has been registered as to principal and interest, the interest on that debenture is payable by cheque on the bankers of the province. 6(3) Where the names of two or more persons without the words "and survivor" or "or survivor", are entered in the register as registered holders of a debenture and one of them dies, that person's rights under the debenture are not vested in anyone else shown on the register, by reason of their survivorship. 6(4) Notwithstanding that a debenture is registered as to principal, the coupons attached to the debenture are payable to bearer and when detached are transferable by delivery. Entries in debentures 7(1) Where a debenture has been registered as to principal, the registrar shall enter in the debenture the name of the registered holder as the person to whom the principal is payable. 7(2) Where a debenture has been registered as to principal and interest, the registrar shall enter in the debenture the name of the registered holder as the person to whom the principal and interest are payable. 8 No entry in a debenture of the name of any person as the person to whom the principal and interest are payable made by a person other than the registrar is effective to confer any right or interest in the debenture. 9 No alteration or erasure of the name of any person entered by the registrar in a debenture as the person to whom the principal or principal and interest are payable is effective to confer any right under the debenture on any other person or to deprive the person whose name was entered by the registrar of any rights under the debenture. Discharge from registration 10 Where a coupon debenture is to be discharged from registration and made payable to bearer the registrar shall, on presentation of a transfer to bearer, cancel the entry in the register in respect of the debenture and shall make an entry in the debenture to show that it is payable to bearer. Transfer of debentures by registered holders 11(1) Except as otherwise provided by the terms of the debenture, a registered debenture may, in accordance with sections 12 to 18, be transferred on presentation of the debenture and of an instrument of transfer in accordance with this regulation. 11(2) Where subsection (1) has been complied with, the registrar may give effect to the instrument of transfer in accordance with its terms. 11(3) The execution of an instrument of transfer of a debenture does not transfer or confer any right under the debenture against the Government of Manitoba or the registrar until the registrar has given effect to the instrument by making the appropriate entry in the register. Form and execution of instrument of transfer 12(1) An instrument of transfer shall be substantially in the form set out in Schedule A. 12(2) An instrument of transfer of a debenture may be executed (a) by being signed by the registered holder or his or her duly authorized personal representative; (b) where the registered holder is a corporation, by being signed by its duly authorized officers and by affixing the seal of the corporation, if any, where required; (c) by being signed by a person authorized in that behalf by the registered holder under a power of attorney or partnership agreement; (d) where an unincorporated association not being a partnership is the registered holder, by being signed by the duly authorized officers of the association; (e) by being signed by a person authorized by law to execute it on behalf of the registered holder; or (f) by facsimile signature. 12(3) For the purposes of this regulation, a person authorized by law to execute an instrument of transfer on behalf of a registered holder means any person appointed by a court of competent jurisdiction or authorized by statute to act on behalf of or in the place of the registered holder, and includes a trustee in bankruptcy. Guarantee of signature 13(1) The registrar is not required to give effect to an instrument of transfer unless the signature on the instrument of transfer is guaranteed by (a) a bank incorporated under the Bank Act (Canada) or the Quebec Savings Banks Act ; or (b) a financial institution approved by the Minister of Finance under this section. 13(2) The Minister of Finance may approve a financial institution for the purposes of this section, and may impose terms and conditions in connection with that approval and limit the amount of the debentures to be transferred in any one transaction with respect to which the guarantee of the institution will be accepted by the registrar for the purpose of this section, and may revoke or vary any approval given under this section. Evidence or guarantee of authority to execute instrument of transfer 14(1) Except as provided in subsection (2), where an instrument of transfer purports to have been signed by a person acting as an officer of a corporation in whose name a debenture is registered, or by a person acting on behalf of the registered holder, or as the personal representative of a deceased registered holder, the registrar is not required to give effect to it unless the resolution, power of attorney, partnership agreement, probate of a will, letters of administration or other document authorizing or evidencing the authority of the person so to act, or a notarial or other authenticated copy thereof acceptable to the registrar has been deposited with the registrar. 14(2) The registrar may give effect to an instrument of transfer signed by a person referred to in subsection (1) if a bank incorporated by the Bank Act (Canada) or the Quebec Savings Banks Act , in addition to guaranteeing the signature of the person, has also guaranteed the person's authority to execute the instrument of transfer for or on behalf of the registered holder, the guarantees being in the following form: "Signature and authority to sign guaranteed" or "Transaction guaranteed" . 14(3) Where a resolution, power of attorney, partnership agreement or other document or a copy thereof has been deposited with the registrar for the purposes of this section, the registrar may give full force and effect to it until written notice is received by the registrar that it has been revoked or the authority thereby conferred or evidenced has been terminated. No guarantee of signature required in certain cases 15 Where the registered holder of a debenture is personally known to the Minister of Finance or to the registrar, his signature may be witnessed by that official, and the transfer made without guarantee. 16 In a case to which section 15 applies, a certificate of identification shall be placed on or affixed to the transfer form in the following terms, and shall be signed by the Minister of Finance or by the registrar who witnessed the signature of the registered holder: "I hereby certify that the registered holder of the debenture to whom reference is made in this transfer form, is personally known to me, and that he/she signed this transfer form in my presence." 17(1) Transfer forms that are executed in a country other than Canada shall, where no approved financial institution as provided in section 13 is available, be signed in the presence of a Canadian diplomatic official or before a judge of a court of competent jurisdiction, and shall bear a certificate stating that the registered holder of the debenture (a) is personally known to; (b) has been properly identified to; and (c) has executed the transfer form in the presence of; that official or judge. 17(2) Where a facsimile signature is used on transfer forms, no guarantee is required provided that an authorized copy of such facsimile signature has been filed with the registrar in form satisfactory to the registrar. Transmission and transfer of registered debentures on death of registered holder 18(1) Where the registered holder of a debenture has died, the registrar shall, upon receipt of the appropriate documents referred to in subsection (2), give effect to the transmission of ownership of the debenture to the person disclosed by the documents to be entitled to the debenture by reason of transmission on the death of the registered holder. 18(2) The documents referred to in subsection (1) are the following: (a) an authenticated or notarial copy of the probate of the will of the deceased owner, or of letters of administration of the estate, granted by a court or authority in Canada having power to grant the same; (b) where the transmission is governed by the laws of the Province of Quebec, proof of death and an authenticated copy of the will of the deceased owner in notarial form, or a declaration of heredity or an authenticated or notarial copy of an act of curatorship or tutorship granted by a court or authority having power to grant the same; or (c) where the transmission is governed by the laws of a country other than Canada, an authenticated or notarial copy of the probate of the will, letters of administration of the estate or other documents of like import, satisfactory to the registrar, granted by the court or authority of that country having the requisite power in such matters. 18(3) Where documents specified in subsection (2) have been received by the registrar, a debenture to which they relate may be transferred upon completion of an instrument of transfer executed in accordance with sections 12 to 17 or, in the discretion of the registrar upon execution by a person acceptable to the registrar of a sworn declaration setting forth such facts and information as the registrar requires. 19 Where the registered holder of debentures has died, and where it appears to the registrar that the aggregate of the face value of all debentures registered in the deceased's name at the time of death was not more than $5000., the registrar may, without receiving the documents specified in section 18, give effect to a transfer of the debentures, if (a) the registrar is satisfied that it is not intended to apply for a grant of letters probate of the will or letters of administration of the estate of the deceased; and (b) application is made to the registrar for the transfer substantially in the form of Schedule B for cases where no letters probate or letters of administration have been granted. Transfer pursuant to judgment 20 Where a registered debenture that is transferable by its terms has been seized pursuant to a writ of execution or other like process issued out of a court of competent jurisdiction, or where such a court orders the sale or transfer, or orders that the debenture be vested in a person other than the registered holder, (a) if the name of the person in whose name a debenture is to be registered is specified in an order of the court, the registrar may, upon presentation of the debenture and of an authenticated copy of the order, register the debenture in the name of that person and enter the name in the debenture accordingly; or (b) if the court by order authorizes a person to transfer the debenture in the place of the registered holder, the registrar may, upon presentation of the debenture and an authenticated copy of the order, give effect to an instrument of transfer executed by the person so authorized. Whereabouts of registered owner unknown or not available 21 Where it appears to the registrar that the location of a person in whose name a debenture is registered is unknown and application is made to the registrar for transfer or redemption of the debenture, the registrar may, in his or her discretion, transfer the ownership of or redeem the debenture if a bond of indemnity in accordance with subsection 31(1) given to the Minister of Finance. Minors 22(1) A debenture may be registered in the name of a person who is a minor or is not qualified by law to enter into ordinary contracts. 22(2) Where a debenture is registered in the name of a minor who is able to write his or her name, (a) an instrument of transfer executed by that minor shall have the same effect, for the purposes of this regulation, as if the person were not a minor and the registrar may (i) make payments under the debenture to, and (ii) accept acquittances from, that person as if he or she were not a minor; and (b) where evidence is furnished to the registrar that a guardian or tutor of the minor has been appointed, the registrar may make payments under the debenture to such guardian or tutor and may accept acquittances in respect thereof executed by such guardian or tutor and may execute an instrument of transfer on behalf of the registered holder. 22(3) Where the registrar is satisfied that the registered holder of a debenture, being a minor, is unable to write his or her name, (a) an instrument of transfer may be executed on behalf of the registered holder by the guardian of the minor; and (b) the registrar may make payments under the debenture to the guardian and may accept acquittances in respect thereof executed by such guardian on behalf of the registered holder; and for the purposes of this section, evidence of age in the form of a certificate of birth or other evidence satisfactory to the registrar may be accepted as proof of age, but where in addition to the guarantee of the signature of the guardian, the guardian's authority to sign is guaranteed as set forth in subsection 14(2), no such evidence is required. 22(4) In subsections (2) and (3) "guardian" , when used with reference to a registered holder of a debenture who is unable by reason of immaturity to write his or her name, means (a) except as provided in clause (b), (i) if the father is living, the father, or (ii) if the father is dead, the mother; and (b) where (i) evidence, satisfactory to the registrar, is produced that a person other than the father has actual custody and control of the registered holder, the person who has the actual custody and control of the registered holder, (ii) the registered holder is resident in the Province of Quebec and evidence satisfactory to the registrar is produced that a tutor has been appointed, the tutor of the registered holder, or (iii) the registered holder is resident elsewhere than in the Province of Quebec and evidence satisfactory to the registrar is produced that a guardian has been officially appointed, the guardian of the registered holder. Partnerships and unincorporated associations 23(1) The partners in a partnership, or the members for the time being of an unincorporated association not being a partnership, may be registered as holders of a debenture under the firm name or the name of the association. 23(2) Where members for the time being of an unincorporated association have been registered as holders of a debenture as provided in subsection (1), instruments of transfer, acquittances or other documents furnished under this regulation by the duly authorized officers for the time being of the association shall, for the purposes of this regulation, be binding on the members of the association. Closing of books 24(1) Where debentures are registered as to principal and interest, nothing in this regulation shall be deemed to require the registrar to make registrations or to give effect to instruments of transfer in connection with them during any period, which the registrar considers reasonable, immediately preceding the date of any interest payment on those debentures. 24(2) The provisions of this section are subject to any provisions and conditions set forth in debentures or in any Order in Council authorizing the issue of debentures. Damaged, defaced or mutilated debentures and unmatured attached coupons 25 Where a debenture or an unmatured coupon belonging to a debenture has been damaged, defaced or mutilated, (a) if all parts of the debenture and all unmatured coupons belonging to it that in the opinion of the registrar are material have been surrendered to the registrar, the registrar may issue a new debenture and appropriate coupons in place of them; and (b) if all parts of the debenture and unmatured coupons belonging to it are not surrendered to the registrar and, if in the opinion of the registrar the missing parts are material, the registrar may require an undertaking of indemnity in accordance with section 30 to be given to the Minister of Finance before a new debenture is issued, or may require that the debenture and coupons be treated as destroyed, lost or stolen. Destroyed, lost or stolen debentures and unmatured attached coupons 26(1) Except as otherwise provided in this section, where it appears to the registrar that a debenture and unmatured coupons attached to it, if any, have been destroyed, lost or stolen, the registrar may, in the registrar's discretion, issue a new debenture and appropriate coupons in place of them if a bond of indemnity in accordance with section 31 is given to the Minister of Finance and the following period has elapsed after notice was received by the registrar of the alleged destruction, loss or theft: (a) six months in the case of a destroyed debenture; (b) six months in the case of a lost or stolen debenture registered as to principal and interest and for which no instrument of transfer to bearer has been executed; (c) one year in the case of a lost or stolen debenture registered as to principal and for which no instrument of transfer to bearer has been executed; or (d) two years in any other case. 26(2) Where it appears to the registrar that a debenture has been destroyed, lost or stolen after it has been paid for by a subscriber but before it was received by that subscriber, or where proof has been given to the registrar that the debenture was held in safekeeping by a financial institution, the registrar may, in the registrar's discretion, waive the waiting period specified in subsection (1). 26(3) Where a debenture or coupon has been damaged, defaced or mutilated without bad faith on the part of the owner and all portions of it have been surrendered to the registrar, or where a debenture fully registered, registered as to principal or payable to bearer, or a coupon, has been destroyed, lost or stolen, upon proof of those facts and, in the case of the destruction, loss or theft of a debenture or coupon, and upon furnishing of a bond of indemnity in accordance with section 31, the registrar may, instead of issuing a new debenture or coupon, cause a cheque to be issued at or after the date of maturity in payment of the amount of the debenture or coupon damaged, defaced, mutilated, destroyed, lost or stolen. 26(4) Where a debenture or coupon has been destroyed, lost or stolen, no cheque shall be issued under subsection (3) until after (a) in the case of a fully registered debenture, six months from the date of the alleged destruction, loss or theft; (b) in the case of a debenture registered as to principal or payable to bearer, one year from the maturity date of the coupon maturing next after the date of the alleged destruction, loss or theft; or (c) in the case of a coupon, until after the expiration of one year from the maturity date of the coupon. Damaged, defaced or mutilated matured coupons 27(1) Where all parts of a damaged, defaced or mutilated matured coupon that in the opinion of the registrar are material are surrendered to the registrar, the Minister of Finance may immediately pay the redemption value of the coupon. 27(2) If a part of a coupon referred to in subsection (1) is not surrendered to the registrar and in the opinion of the registrar the part is material, the registrar may require an indemnity in accordance with section 30 to be given to the Minister of Finance before redeeming the coupon, or may require that the coupon be treated as if it had been destroyed, lost or stolen. Destroyed, lost or stolen matured coupon 28(1) Where it appears to the registrar that a detached coupon has been destroyed, lost or stolen, the Minister of Finance may pay the redemption value of the coupon if a bond of indemnity in accordance with section 31 is given to the Minister of Finance and if the following period has elapsed after notice was received by the registrar of the alleged destruction, loss or theft and the date of maturity of the coupon: (a) six months in the case of a destroyed coupon; or (b) one year in the case of lost or stolen coupon. 28(2) Notwithstanding subsection (1), where a bank incorporated under the Bank Act (Canada) or the Quebec Savings Banks Act or a financial institution acceptable to the Minister of Finance seeks payment of the value of a matured coupon that has been destroyed, lost or stolen after it has been cashed by it, the Minister of Finance may pay the redemption value of the coupon if the bank or financial institution acceptable to the Minister of Finance concerned gives to the Minister of Finance an indemnity in accordance with section 30. 28(3) The Minister of Finance may (a) approve a financial institution for the purposes of this section; (b) impose terms and conditions in connection with the approval under clause (a); (c) limit the amount of the debentures to be paid under this section; and (d) vary or revoke any approval given under this section. New debentures 29(1) A new debenture issued in place of a damaged, defaced, mutilated, destroyed, lost or stolen debenture or interim debenture as provided for in this regulation shall be of the same issue and aggregate amount and of like tenor as the debenture or interim debenture that it is issued to replace. 29(2) An ownership certificate substantially in the form of Schedule C may be issued in place of a new debenture under subsection (1) when for any reason a new debenture is not available. Form of undertaking to indemnify 30 An undertaking to indemnify given to the Minister of Finance under this regulation (a) shall be executed by (i) the holder or payee of the debenture, coupon, cheque or interim debenture that has been damaged, defaced, mutilated, destroyed, lost or stolen, or (ii) any other person acceptable to the Minister of Finance; (b) shall undertake to indemnify the Government of Manitoba for any loss resulting from the issue of any new debenture or cheque or from the issue of any ownership certificate; and (c) shall be in a form satisfactory to the registrar. Form of bond of indemnity 31(1) Except as provided in subsection (3), a bond of indemnity to the Minister of Finance under this regulation (a) shall be executed by a guarantee company or by a bank incorporated under the Bank Act (Canada) or the Quebec Savings Banks Act , or a financial institution approved by the Minister of Finance; (b) shall undertake to indemnify the Government of Manitoba for any loss resulting from (i) the transfer or redemption of any debenture, (ii) from the issue of any new debenture, (iii) the making of any payment in respect of a destroyed, lost or stolen debenture, coupon, or interim debenture, or (iv) the issue of any ownership certificate; and (c) shall be in an amount deemed sufficient by the registrar. 31(2) The Minister of Finance may (a) approve a financial institution for the purposes of this section; (b) impose terms and conditions in connection with approval under clause (a); (c) limit the amount of the debentures with respect to which a bond of indemnity from the financial institution may be accepted for the purposes of this section; and (d) revoke or vary any approval given under this section. 31(3) The registrar, instead of obtaining a bond of indemnity under subsection (1), may, (a) with respect to the alleged destruction, loss or theft of the debenture of which a person is the registered holder as to principal and interest and in respect of which no instrument of transfer to bearer has been executed; or (b) with respect to the alleged destruction, loss or theft of a cheque after the payee has received it; accept a bond of indemnity in such amount, in such form and executed by such sureties as the registrar considers advisable. Statutory declaration 32 Before issuing a debenture or an ownership certificate or making payment under sections 25 to 29, the registrar may require the applicant to furnish a statutory declaration setting out the facts relating to the alleged damage, defacement, mutilation, destruction, loss or theft. SCHEDULE A Power of Attorney to transfer bonds SCHEDULE B Application for transmission of registered Province of Manitoba securities SCHEDULE C Ownership certificate