Securities register (share register)

In a share purchase the buyer is buying what the seller owns, so the buyer needs to know who the shareholders are. The securities register is the corporation’s record of that. It is one of the corporate records kept with the minute book, and it is the record to read before relying on a certificate or on the seller’s word.

What the Acts require

Section 50 of the Canada Business Corporations Act says the register records, for each class or series, the names and latest known address of each person who is or has been a security holder, the number of securities held, and the date and particulars of each issue and transfer. A central register is kept at the registered office or another place in Canada designated by the directors. Ontario’s Act, in section 141, requires a register at the registered office or another place in Ontario designated by the directors, and records persons who are or have been registered as shareholders within six years.

• Whether the register is complete and up to date
• Whether each transfer is recorded with its date
• Whether it matches the certificates, the ISC register and the minute book