Companies Act 2006

776 Duty 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.

(3) 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).

(4) 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.