The Risk Transformation Regulations 2017

Transfers

121.—(1) A protected cell company may not register a transfer of shares unless—

(a) the transfer documents relating to the transfer have been delivered to the protected cell company; or

(b) title to the shares has been transmitted by operation of law.

(2) Where transfer documents relating to a share transfer are delivered to a protected cell company, the protected cell company must amend the register of shareholders and index accordingly.

(3) But a protected cell company may refuse to register a transfer of shares where—

(a) a person holding shares issued on behalf of a part of the protected cell company is required to hold less or more than a specified number of shares issued on behalf of that part and the transfer would result in the transferor or transferee breaching that requirement;

(b) the transfer would contravene a provision of the protected cell company’s instrument of incorporation or a provision of law (including any law that is for the time being in force in a country or territory outside of the United Kingdom); or

(c) the transferee fails to provide the protected cell company with such evidence as the protected cell company may reasonably require to satisfy the protected cell company that the transferee is a qualified investor within the meaning given by regulation 10.

(4) A protected cell company—

(a) may only refuse to register a transfer pursuant to sub-paragraph (a) or (b) of paragraph (3) during the period of 21 days commencing with the date the transfer documents are delivered to the protected cell company; and

(b) must give the transferee written notice of a refusal to register a transfer of shares, unless the giving of such a notice would contravene a provision of law (including any law that is for the time being in force in a country or territory outside of the United Kingdom).

(5) A transfer of shares by the personal representative of a deceased person is valid as if the personal representative had been the holder of the deceased person’s shares at the time of the execution of the instrument of transfer.