PART 4Protected Cell Companies
CHAPTER 9Shares and shareholders
SECTION 5Share transfers
Certification of transfer122
1
Where, in respect of a transfer of shares, a protected cell company certifies that it has received the transfer documents, that certification is to be taken as a representation by the protected cell company to any person acting in reliance on the certification that there has been produced to the protected cell company sufficient evidence to show that the transferor has title to the shares in the absence of proof to the contrary.
2
A certification is made by a protected cell company if the instrument of transfer—
a
bears the words “ certificate lodged” or words to the like effect; and
b
is signed by a person acting under authority (whether express or implied) given by the protected cell company to issue and sign such certificates.
3
But a certificate is not to be taken as a representation that the transferor has any title to the shares in question.
4
Where a person acts in reliance on a false certification by a protected cell company which is made negligently or fraudulently, the protected cell company is liable to pay that person out of assets held by the protected cell company on behalf of the core any damages that the person has sustained.