The Uncertificated Securities Regulations 2001

General provisions concerning keeping registers and records U.K.

23.—(1) The obligations of an Operator to maintain and to keep and enter up any register of securities, imposed by these Regulations—

(a) shall not give rise to any form of duty or liability on the Operator, except such as is expressly provided for in these Regulations or as arises from fraud or other wilful default, or negligence, on the part of the Operator;

(b) shall not give rise to any form of duty or liability on a participating issuer, other than where the Operator acts on the instructions of that participating issuer, in the absence of fraud or other wilful default, or negligence, on the part of that participating issuer; and

(c) shall not give rise to any form of duty or liability enforceable by civil proceedings for breach of statutory duty.

(2) Without prejudice to paragraph (1) or to any lesser period of limitation and to any rule as to the prescription of rights, liability incurred by a participating issuer or by an Operator arising—

(a) from the making or deletion of an entry in a register of securities or record of securities pursuant to these Regulations; or

(b) from a failure to make or delete any such entry,

shall not be enforceable more than [F1 10 years] after the date on which the entry was made or deleted or, in the case of a failure, the failure first occurred.

(3) No notice of any trust, expressed, implied or constructive, shall be entered on an Operator register of securities, or a part of such a register, or be receivable by an Operator.

(4) Schedule 4 (which provides for the keeping of registers and records of participating securities, and which excludes, or applies with appropriate modifications, certain provisions of [F2 the 2006 Act]) shall have effect.

[F3 (5) Section 120 of the 2006 Act shall not apply with respect to a company which is a participating issuer.]

Textual Amendments

F1 Words in reg. 23(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(8)(a)

F2 Words in reg. 23(4) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(8)(b)

F3 Reg. 23(5) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(9)

Commencement Information

I1 Reg. 23 in force at 26.11.2001, see reg. 1