Overview of the Company Book Registers

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June 5, 2021
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June 10, 2021

A company book usually contains several registers, which are sometimes required by law and sometimes not.

Probably the most important register, and one that is mandatory under both Quebec and federal law, is the securities register. This register contains details of each issue and transfer of shares, the number and class of shares held by each shareholder, and the amount outstanding on the shares (for provincial corporations). Where shares are issued without a certificate, the existence of the shares is evidenced by the simple entry of the issue in the register. The same applies to transfers of shares: the registration of a transfer entails delivery of the shares from the transferor to the transferee (see the Securities Transfer Act).

Since the securities register already contains details of share transfers, the "register of transfers", which was provided for under the old Companies Act and is still sometimes used by some legal practitioners, is not necessary and may make the maintenance and updating of the company book unnecessarily complex.

Also included in the corporate book is a list of directors. This list is mandatory for provincial corporations, and must indicate the name, domicile, and start and end dates of each director of the corporation. It is customary to indicate the place of residence, especially for federal corporations, which require that one quarter of the directors be Canadian residents (or at least one Canadian resident if there are 3 directors and less).

The corporate book also contains a list of officers, indicating the functions held by each, as well as a list of shareholders. This list of shareholders becomes mandatory in provincial corporations when it has more than 50 shareholders or is a reporting issuer. It can also be requested by any shareholder of the company, and creditors as well for federal companies.


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