C10C1C9Part 21Certification and transfer of securities

Annotations:
Modifications etc. (not altering text)
C10

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))

C1

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)

Chapter 1Certification and transfer of securities: general

Issue of certificates etc on transfer

C2C5C6776Duty of company as to issue of certificates etc on transfer

1

A company must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery—

a

the certificates of the shares transferred,

b

the debentures transferred, or

c

the certificates of the debenture stock transferred.

2

For this purpose a “transfer” means—

a

a transfer duly stamped and otherwise valid, or

b

an exempt transfer within the Stock Transfer Act 1982 (c. 41),

but does not include a transfer that the company is for any reason entitled to refuse to register and does not register.

C3C73

Subsection (1) does not apply—

a

if the conditions of issue of the shares, debentures or debenture stock provide otherwise,

b

in the case of a transfer to a financial institution (see section 778), or

c

in the case of a transfer of shares if, following the transfer, the company has issued a share warrant in respect of the shares (see section 779).

C3C74

Subsection (1) has effect subject to section 777 (cases where the Stock Transfer Act 1982 applies).

5

If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default.

6

A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

C4C8777Issue of certificates etc: cases within the Stock Transfer Act 1982

1

Section 776(1) (duty of company as to issue of certificates etc on transfer) does not apply in the case of a transfer to a person where, by virtue of regulations under section 3 of the Stock Transfer Act 1982, he is not entitled to a certificate or other document of or evidencing title in respect of the securities transferred.

2

But if in such a case the transferee—

a

subsequently becomes entitled to such a certificate or other document by virtue of any provision of those regulations, and

b

gives notice in writing of that fact to the company,

section 776 (duty to company as to issue of certificates etc) has effect as if the reference in subsection (1) of that section to the date of the lodging of the transfer were a reference to the date of the notice.