CST Trust Company
P.O. Box 700
Montreal, QC H3B 3K3
To transfer securities registered in the name of a corporation we need:
- The security certificate(s) or security ownership statement.
- A completed securities transfer form signed by the authorized officer(s) of the corporation with the signatures guaranteed. Learn how to prepare a securities transfers form.
- A certified directors’ resolution of the corporation authorizing named officers of the corporation to transfer the corporation’s securities, unless you are able to obtain a “Signature and authority to sign” guarantee from a major Canadian Schedule I Chartered Bank.
Some corporations have a standing resolution covering transfers. Other corporations may need to pass a special resolution.
To the right is a sample resolution in PDF format which you can use as a precedent. Please note the instructions for completing the form, and in particular the instructions that apply where there is only one corporate officer. You can either complete the form manually or recreate it on a word processor.
How do I complete the certified resolution?
- Insert the titles or names of the persons who have authority to transfer securities on behalf of the corporation, indicating whether one or two signatures are required.
- Insert the name of the corporation and the date of the board meeting at which the resolution was passed.
- Insert the names of the authorized officers and their titles and have each authorized officer provide a specimen signature.
- Delete the statement about the sole signing officer if it does not apply.
- Delete the statement about the company seal if it does not apply.
- Insert the date the resolution was certified and the name and title of the officer certifying it.
- Have the corporate secretary or other senior officer sign the certified resolution and affix the corporate seal if there is one.
- If the corporation has a sole signing officer, have the certification completed by one of the following:
- an acceptable medallion guarantor (most brokerage firms are members of the medallion guarantee program)
- a Schedule 1 Canadian chartered bank
The certification should either be inserted on the resolution itself or separately on letterhead of the party providing the certification.
Who is an acceptable guarantor of the certification with respect to sole signing officers?
CST accepts guarantees from the following:
- Members of a recognized medallion guarantee program:
- Securities Transfer Agents Medallion Program (STAMP)
- Stock Exchanges Medallion Program (SEMP)
- New York Stock Exchange, Inc Medallion Signature Program (MSP)
- Major Canadian Schedule I Chartered Banks
- Major Canadian trust companies
What is a "Signature and authority to sign" guarantee?
A “Signature and authority to sign” guarantee is a special type of signature guarantee that guarantees the signature and that the signatory (ies) are the authorized signing officers of the corporation.
Some Canadian Schedule I chartered banks are prepared to provide this guarantee on a securities transfer form but others are not. If you are able to obtain such a guarantee, CST Trust Company does not need to be provided with a certified corporate resolution.
These guarantees are only acceptable from major Canadian Schedule I chartered banks for which we have evidence of signing authorities on file.