PART 4Protected Cell Companies
CHAPTER 9Shares and shareholders
SECTION 3Share certificates
Share certificates110
1
A protected cell company must prepare share certificates in accordance with this regulation except where—
a
the protected cell company's instrument of incorporation states that share certificates will not be issued and contains provisions as to other procedures for evidencing a person's entitlement to shares; or
b
a person has indicated to the protected cell company in writing that the person does not wish to receive a share certificate.
2
A protected cell company must prepare share certificates in respect of—
a
any new shares issued on behalf of the core or a cell;
b
shares transferred by a transferor to the transferee;
c
shares retained by a person transferring part of a shareholding to a transferee;
d
shares for which a certificate has already been issued but where it appears to the protected cell company that the share certificate needs to be replaced as a result of it having been lost, stolen, destroyed or having become damaged or worn out.
3
A protected cell company must ensure that share certificates prepared in accordance with paragraph (1) are ready for delivery before the end of a period of 2 months beginning with the following day—
a
in a case falling within sub-paragraph (a) of paragraph (2), the day on which the shares were issued;
b
in a case falling within sub-paragraph (b) or (c) of paragraph (2), the day on which the transfer documents (within the meaning given by regulation 120) are received by the protected cell company;
c
in a case falling within (d) of paragraph (2), the day on which it first appears to the protected cell company that the share certificate needs to be replaced.
4
Certificates need to be prepared in the circumstances referred to in sub-paragraphs (c) and (d) of paragraph (2) only if the protected cell company has received—
a
a request for a new certificate;
b
the old certificate (if there is one);
c
such indemnity as the protected cell company may require; and
d
such reasonable sum as the protected cell company may require in respect of the expenses incurred by it in complying with the request.
Contents of share certificate111
1
Each share certificate prepared by a protected cell company must state—
a
whether the shares are issued on behalf of the core or a cell of the protected cell company;
b
if the shares are issued on behalf of a cell, the name or number of the cell;
c
whether the shares are voting shares or non-voting shares;
d
the number of shares to which title is evidenced by the share certificate;
e
where the share belongs to a particular class of shares, the class of shares to which title is evidenced by the share certificate;
f
any restrictions on the transferability of the shares; and
g
the name of the holder.
2
Where, in respect of any class of shares, the rights that attach to shares of that class are expressed in two denominations, the reference in sub-paragraph (d) of paragraph (1) to the number of shares is a reference to—
where—
N is the relevant number of the larger denomination shares of the class in question;
n is the relevant number of the smaller denomination shares of the class in question;
p is the number of smaller denomination shares of the class in question that are equivalent to one larger denomination share of that class.
Evidence of title112
A share certificate specifying any shares held by a person is, unless the contrary is shown, sufficient evidence of that person's title to the shares provided the share certificate is—
a
issued under the common seal of the protected cell company;
b
in England and Wales, and Northern Ireland, authenticated in accordance with regulation 66; or
c
in Scotland, subscribed by the protected cell company in accordance with the Requirements of Writing (Scotland) Act 1995 M1.