Frequently asked questions – Railway documents

The following questions cover sections 104 and 105 of the Canada Transportation Act (CTA). Note that Corporations Canada does not express any legal opinions or offer any definitive interpretations in respect of that legislation.

1. Does the deposit of a document under section 104 or section 105 of the CTA ensure the validity of such a document under the relevant section?

By accepting a deposit under section 104 or section 105 of the CTA, Corporations Canada does not provide any opinion on the substantive validity of such document. As a result, acceptance by Corporations Canada of a document pursuant to section 104 of the CTA does not ensure that it is a mortgage or hypothec for the purposes of the statute. Similarly, acceptance of a deposit under section 105 of the CTA does not ensure that the instrument evidences a lease, sale, conditional sale, mortgage, hypothec, bailment or security agreement relating to rolling stock.

2. What is the difference between a section 104 filing and a section 105 filing under the CTA?

Section 104 of the CTA allows for the deposit of mortgages, hypothecs or other related documents. By contrast, section 105 of the CTA refers not to a document but to a type of transaction, namely a lease, sale, conditional sale, mortgage, hypothec, bailment or security agreement relating to rolling stock.

3. Does deposit under section 104 or section 105 of the CTA, as the case may be, alleviate the need for provincial registration?

Deposit pursuant to section 104 of the CTA and section 105 of the CTA, as the case may be, appears to make registration at the provincial level unnecessary Footnote 1. The language of both seems to obviate the need for provincial filing. Filing exclusively at the federal level is entirely at the discretion of the user.

4. Does deposit under section 104 or 105 of the CTA establish a system of priorities?

Corporations Canada is unable to express any legal opinion on this point.

5. If a document is registered pursuant to the U.S. Interstate Commerce Act, does it also have to be filed under section 105 of the CTA?

Yes. Section 11301 of Title 49 of the United States Code (formerly section 20c of the Interstate Commerce Act) is the American equivalent of section 105 of the CTA. Corporations Canada understands that the American statute gives effect to deposits made under the CTA, but the CTA does not have a reciprocal provision. Corporations Canada is, however, mindful of the provisions for filing under the American system, and Corporations Canada's procedures permit the deposit of memoranda and summaries consistent with practice under that system.

6. What does the definition of rolling stock include?

Rolling stock is defined in section 6 of the CTA:

"rolling stock" includes a locomotive, engine, motor car, tender snow plough, flanger and any car or railway equipment that is designed for movement on its wheels on the rails of a railway.

For the purposes of a section 105 filing under the CTA, Corporations Canada points out the additional words "or any accessories or appurtenances" related in the section following the reference to rolling stock.

7. Does an index system exist in respect of section 105 of the CTA deposits similar to that maintained by the Surface Transportation Board in the United States?

The database does not provide an index such as exists pursuant to the U.S. Interstate Commerce Act. Documents are simply scanned into the system and searching is conducted based on fields. Documents, including primary documents and secondary documents, are not cross-referenced even if they are filed as a "batch" on the same day. Letters of transmittal are not scanned into the database.

8. Does the depositor have to publish a notice of deposit in the Canada Gazette for the deposit to be effective?

Following amendments to the CTA that came into force June 22, 2007, a notice in the Canada Gazette is no longer required.

9. Will Corporations Canada, on request, provide a letter or report to provincial land registry authorities in respect of outstanding registrations under section 104 of the CTA?

Corporations Canada staff will not conduct any searches, subsearches or file enquiries and, as a result, is unable to provide any information, whether certified or uncertified, to provincial real or personal property registries or any other person.

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