Companies Act 2006 (c. 46)

Part 21 U.K. Certification and transfer of securities

Modifications etc. (not altering text)

C1 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2 Pt. 21 applied (with modifications) (8.00 a.m. on 29.9.2008) by The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 4(7)

C3 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 2 U.K. Evidencing and transfer of title to securities without written instrument

Powers exercisable U.K.

786 Provision enabling or requiring arrangements to be adopted U.K.

(1) Regulations under this Chapter may make provision—

(a) enabling the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title to securities is required to be evidenced or transferred (or both) without a written instrument; or

(b) requiring companies, or any designated class of companies, to adopt such arrangements.

(2) The regulations may make such provision—

(a) in respect of all securities issued by a company, or

(b) in respect of all securities of a specified description.

(3) The arrangements provided for by regulations making such provision as is mentioned in subsection (1)—

(a) must not be such that a person who but for the arrangements would be entitled to have his name entered in the company's register of members[F1 (or, as the case may be, delivered to the registrar under Chapter 2A of Part 8)] ceases to be so entitled, and

(b) must be such that a person who but for the arrangements would be entitled to exercise any rights in respect of the securities continues to be able effectively to control the exercise of those rights.

(4) The regulations may—

(a) prohibit the issue of any certificate by the company in respect of the issue or transfer of securities,

(b) require the provision by the company to holders of securities of statements (at specified intervals or on specified occasions) of the securities held in their name, and

(c) make provision as to the matters of which any such certificate or statement is, or is not, evidence.

(5) In this section—

(a) references to a designated class of companies are to a class designated in the regulations or by order under section 787; and

(b) “specified” means specified in the regulations.

Textual Amendments

F1 Words in s. 786(3)(a) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 29; S.I. 2016/321, reg. 6(c)

Commencement Information

I1 S. 786 wholly in force at 6.4.2008; s. 786 not in force at Royal Assent, see s. 1300; s. 786 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 786 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(i) (with savings in arts. 7, 12, subject to transitional adaptations in Sch. 1 para. 13 and with savings in Sch. 4 paras. 30-31)