V-1.1 - Securities Act

Full text
5. In this Act, unless the context indicates otherwise,
adviser means a person engaging in or holding themself out as engaging in the business of advising another with respect to investment in or the purchase or sale of securities, or the business of managing a securities portfolio;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
benchmark means a price, estimate, rate, index or value that is regularly determined by applying a formula or method to one or more underlying interests or by evaluating those interests, that is published or made available to the public by onerous or gratuitous title, and that is used as a reference for such purposes as setting the interest or any other sum payable under a contract or a financial instrument, including a derivative within the meaning of the Derivatives Act (chapter I-14.01), setting the purchase or sale price or the value of a contract or a financial instrument, including such a derivative, or measuring the performance of a financial instrument or of an investment fund;
benchmark administrator means a person who controls the creation or provision of a benchmark;
closed company , for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C-11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;
credit rating means an assessment, disclosed publicly or distributed by subscription, of the creditworthiness of an issuer as an entity or with respect to specific securities or a specific portfolio of securities or assets;
credit rating organization means any person that issues credit ratings;
dealer means a person engaging in or holding themself out as engaging in the business of
(1)  trading in securities as principal or agent;
(2)  distributing a security for their own account or for another’s account; or
(3)  any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of an activity described in paragraph 1 or 2;
director means a director of a legal person, or a natural person acting in a similar capacity for another person;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;
forward-looking information means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;
insider means an insider within the meaning of section 89;
investment fund means a mutual fund or a non-redeemable investment fund;
investment fund manager means a person who directs the business, operations and affairs of an investment fund;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
material fact means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or
(2)   a mutual fund designated under section 272.2 or determined by regulation;
non-redeemable investment fund means an issuer having all the following characteristics:
(1)  its primary purpose is to invest money provided to it by its security holders;
(2)  it does not invest for the following purposes:
(a)  exercising or seeking to exercise control of an issuer, except any issuer that is a mutual fund or a non-redeemable investment fund; or
(b)  being actively involved in the management of any issuer in which it invests, except any issuer that is a mutual fund or a non-redeemable investment fund; and
(3)  it is not a mutual fund;
offering memorandum means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;
officer means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3; 2009, c. 25, s. 2; 2009, c. 58, s. 91; 2018, c. 23, s. 682.
5. In this Act, unless the context indicates otherwise,
adviser means a person engaging in or holding themself out as engaging in the business of advising another with respect to investment in or the purchase or sale of securities, or the business of managing a securities portfolio;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company , for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C-11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;
credit rating means an assessment, disclosed publicly or distributed by subscription, of the creditworthiness of an issuer as an entity or with respect to specific securities or a specific portfolio of securities or assets;
credit rating organization means any person that issues credit ratings;
dealer means a person engaging in or holding themself out as engaging in the business of
(1)  trading in securities as principal or agent;
(2)  distributing a security for their own account or for another’s account; or
(3)  any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of an activity described in paragraph 1 or 2;
director means a director of a legal person, or a natural person acting in a similar capacity for another person;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption under section 43 or prescribed by regulation, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;
forward-looking information means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;
insider means an insider within the meaning of section 89;
investment fund means a mutual fund or a non-redeemable investment fund;
investment fund manager means a person who directs the business, operations and affairs of an investment fund;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
material fact means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or
(2)   a mutual fund designated under section 272.2 or determined by regulation;
non-redeemable investment fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders, that does not invest for the purpose of exercising or seeking to exercise control of an issuer or of being actively involved in the management of any issuer in which it invests and that is not a mutual fund; or
(2)  a non-redeemable investment fund designated under section 272.2 or determined by regulation;
offering memorandum means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;
officer means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3; 2009, c. 25, s. 2; 2009, c. 58, s. 91.
5. In this Act, unless the context indicates otherwise,
adviser means a person engaging in or holding themself out as engaging in the business of advising another with respect to invesment in or the purchase or sale of securities, or the business of managing a securities portfolio;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company , for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C-11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;
dealer means a person engaging in or holding themself out as engaging in the business of
(1)  trading in securities as principal or agent;
(2)  distributing a security for their own account or for another’s account; or
(3)  any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of an activity described in paragraph 1 or 2;
director means a director of a legal person, or a natural person acting in a similar capacity for another person;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption under section 43 or prescribed by regulation, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;
forward-looking information means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;
insider means an insider within the meaning of section 89;
investment fund means a mutual fund or a non-redeemable investment fund;
investment fund manager means a person who directs the business, operations and affairs of an investment fund;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
material fact means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or
(2)   a mutual fund designated under section 272.2 or determined by regulation;
non-redeemable investment fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders, that does not invest for the purpose of exercising or seeking to exercise control of an issuer or of being actively involved in the management of any issuer in which it invests and that is not a mutual fund; or
(2)  a non-redeemable investment fund designated under section 272.2 or determined by regulation;
offering memorandum means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;
officer means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3; 2009, c. 25, s. 2.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company , for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C‐11), means a company, other than an investment fund, that is not a reporting issuer and that meets the conditions determined by regulation;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
director means a director of a legal person, or a natural person acting in a similar capacity for another person;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption under section 43 or prescribed by regulation, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a control person of an issuer or a person holding more than a determined portion of an issuer’s securities, of the securities held by that control person or that person or a determined portion of them according to the portion and in the manner prescribed by regulation;
forward-looking information means disclosure regarding possible events, situations or operating results that is based on assumptions about future economic conditions and courses of action, and includes financial information about prospective operating results, financial position or cash flows that is presented either as a forecast or a projection;
insider means an insider within the meaning of section 89;
investment fund means a mutual fund or a non-redeemable investment fund;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
material fact means a fact that may reasonably be expected to have a significant effect on the market price or value of securities issued or securities proposed to be issued;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer; or
(2)   a mutual fund designated under section 272.2 or determined by regulation;
non-redeemable investment fund means
(1)  an issuer whose primary purpose is to invest money provided by its security holders, that does not invest for the purpose of exercising or seeking to exercise control of an issuer or of being actively involved in the management of any issuer in which it invests and that is not a mutual fund; or
(2)  a non-redeemable investment fund designated under section 272.2 or determined by regulation;
offering memorandum means a document purporting to describe the business and internal affairs of an issuer that has been prepared primarily for delivery to a prospective subscriber or purchaser so as to assist the prospective subscriber or purchaser to make an investment decision about securities being sold in a distribution in connection with which a prospectus would have been filed but for an exemption under this Act or the regulations, but does not include a document setting out current information about an issuer for the benefit of a prospective subscriber or purchaser familiar with the issuer through prior investment or business dealings;
officer means the chair or vice-chair of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice-president, the secretary, the assistant secretary, the treasurer, the assistant treasurer or the general manager of an issuer or of a registrant, or any natural person designated as such by the issuer or the registrant or acting in a similar capacity;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3; 2006, c. 50, s. 3.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10 % of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company , for the purposes of paragraph 5 of section 141 of the Charter of the French language (chapter C‐11), means a company, other than a mutual fund, that is not a reporting issuer and that meets the conditions determined by regulation;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided for in section 43 or in a regulation, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(4.1)  the endeavour to obtain or the obtaining of purchasers for securities acquired from a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit the distribution of securities to the public and limit the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary, by a subscriber or purchaser of such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain or the obtaining of purchasers for securities, not previously the subject of a prospectus, of a company whose constituting documents provided for restrictions on the free transfer of shares, prohibited the distribution of securities to the public and limited the number of shareholders to 50, exclusive of present or former employees of the company or a subsidiary;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a person or group of persons having control of an issuer or holding more than a determined portion of an issuer’s securities, of the securities held by that person or group or a determined portion of them according to the portion and in the manner prescribed by regulation;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10 % of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
(9)   the disposal, by a person or group of persons having control of an issuer or holding more than a determined portion of an issuer’s securities, of the securities held by that person or group or a determined portion of them according to the portion and in the manner prescribed by regulation;
investment club means a group of individuals who come together for educational purposes, for a limited time, in order to learn about the stock market and diversify their portfolio through the purchase of securities from more than one issuer, and whose regular and modest contributions as members of the club constitute its capital;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5; 2004, c. 37, s. 3.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10 % of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
investment club means a group of individuals who come together for educational purposes, for a limited time, in order to learn about the stock market and diversify their portfolio through the purchase of securities from more than one issuer, and whose regular and modest contributions as members of the club constitute its capital;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
legal person means any entity having juridical personality, including a commercial partnership;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2.
5. In this Act, unless the context indicates otherwise,
adviser means any person who
(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;
(2)  manages, under a mandate, a securities portfolio;
(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;
legal person means any entity having juridical personality, including a commercial partnership;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or testamentary executor or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information not yet generally known that could affect the value or the market price of the securities of an issuer;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security, other than a debt security, carrying a voting right that may be exercised immediately.
1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1.
5. In this Act, unless the context indicates otherwise,
adviser means any person who advises another person as to the purchase or disposition of securities or to participation in a securities transaction, or who, under a mandate, manages a portfolio of securities, or who solicits persons as part of his activities as adviser or manager;
legal person means any entity having juridical personality, including a commercial partnership;
associate , where used to indicate a relationship with a person, means
(1)  any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or testamentary executor or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers for his securities;
(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;
(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;
(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;
(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;
(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;
(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;
(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
privileged information means any information concerning a material fact not yet known to the public that could affect the value or the market price of securities of an issuer;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities;
(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;
(3)  distributing a security for his own or another’s account;
(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
solicitation means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security, other than a debt security, carrying a voting right that may be exercised immediately.
1982, c. 48, s. 5; 1984, c. 41, s. 2.
5. In this Act, unless the context indicates otherwise,
adviser means any person who advises another person as to the subscription, purchase or disposition of securities, or who, under a mandate, manages a portfolio of securities;
legal person means any entity having juridical personality, including a commercial partnership;
associate , where used to indicate a relationship with a person, means
(1)  any legal person in which the person owns securities assuring the person of more than 10% of the voting rights attaching to all the issued securities;
(2)  any partner of that person;
(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or testamentary executor or similar functions;
(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;
closed company means a company whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;
distribution means
(1)  the endeavour to obtain, or the obtaining, by an issuer or his agent, of subscribers or purchasers for his securities;
(2)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities;
(3)  the endeavour to obtain, or the obtaining, for the first time, of a purchaser for the securities of a formerly closed company that have not previously been the subject of a prospectus;
(4)  the giving in guarantee by an issuer of securities issued by him for that purpose;
issuer means any person who has outstanding securities, or issues or proposes to issue securities;
misrepresentation means any misleading information on a material fact as well as any pure and simple omission of a material fact;
mutual fund means a company issuing shares which must, on request of the holder, redeem them at their net asset value;
person means any natural person, association, civil partnership, government other than that of Québec, of Canada, or of a Canadian province, or legal person;
privileged information means any information concerning a material fact not yet known to the public that could affect the value or the market price of securities of an issuer;
reporting issuer means an issuer contemplated in section 68;
dealer means any person
(1)  carrying on the activities of intermediary in the trading of securities even when acting as principal for his own account;
(2)  distributing a security without the benefit of a prospectus exemption, except an issuer who retains the services of a registered dealer;
(3)  soliciting purchasers for securities;
senior executive means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;
unincorporated mutual fund means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;
voting security means any security, other than a debt security, carrying a voting right that may be exercised immediately.
1982, c. 48, s. 5.