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In force since 2026-07-16, as the publisher states.
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Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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In this Part (except in Chapter 2 (financial assistance): see section 683) “distributable profits”, in relation to the making of any payment by a company, means profits out of which the company could lawfully make a distribution (within the meaning given by section 830) equal in value to the payment.
Propose a change(1) The Secretary of State may by regulations modify the provisions of this Part. (2) The regulations may— (a) amend or repeal any of the provisions of this Part, or (b) make such other provision as appears to the Secretary of State appropriate in place of any of the provisions of this Part. (3) Regulations under this section may make consequential amendments or repeals in other provisions of this Act, or in other enactments. (4) Regulations under this section are subject to affirmative resolution procedure.
Propose a changeIn the Companies Acts“debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge on the assets of the company.
Propose a change(1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made— (a) irredeemable, or (b) redeemable only— (i) on the happening of a contingency (however remote), or (ii) on the expiration of a period (however long), any rule of equity to the contrary notwithstanding. (2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.
Propose a changeA contract with a company to take up and pay for debentures of the company may be enforced by an order for specific performance.
Propose a change(1) A company must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment. (2) If a company fails to comply with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (3) 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. (4) For the duties of the company as to the issue of the debentures, or certificates of debenture stock, see Part 21 (certification and transfer of securities)
Propose a changeNotwithstanding anything in the statute of the Scots Parliament of 1696, chapter 25, debentures to bearer issued in Scotland are valid and binding according to their terms.
Propose a change(1) Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a) at the company's registered office, or (b) at a place specified in regulations under section 1136. (2) A company must give notice to the registrar of the place where any such register is kept available for inspection and of any change in that place. (3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the company's registered office. (4) If a company makes default for 14 days in complying with subsection (2), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (5) 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. (6) References in this section to a register of debenture holders include a duplicate— (a) of a register of debenture holders that is kept outside the United Kingdom, or (b) of any part of such a register.
Propose a change(1) Every register of debenture holders of a company must, except when duly closed, be open to the inspection— (a) of the registered holder of any such debentures, or any holder of shares in the company, without charge, and (b) of any other person on payment of such fee as may be prescribed. (2) Any person may require a copy of the register, or any part of it, on payment of such fee as may be prescribed. (3) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect. (4) The request must contain the following information— (a) in the case of an individual, his name and address; (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation; (c) the purpose for which the information is to be used; and (d) whether the information will be disclosed to any other person, and if so— (i) where that person is an individual, his name and address, (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and (iii) the purpose for which the information is to be used by that person. (5) For the purposes of this section a register is “duly closed” if it is closed in accordance with provision contained— (a) in the articles or in the debentures, (b) in the case of debenture stock in the stock certificates, or (c) in the trust deed or other document securing the debentures or debenture stock. The total period for which a register is closed in any year must not exceed 30 days. (6) References in this section to a register of debenture holders include a duplicate— (a) of a register of debenture holders that is kept outside the United Kingdom, or (b) of any part of such a register.
Propose a change(1) Where a company receives a request under section 744 (register of debenture holders: right to inspect and require copy), it must within five working days either— (a) comply with the request, or (b) apply to the court. (2) If it applies to the court it must notify the person making the request. (3) If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose— (a) it shall direct the company not to comply with the request, and (b) it may further order that the company's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application. (4) If the court makes such a direction and it appears to the court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request. The order must contain such provision as appears to the court appropriate to identify the requests to which it applies. (5) If on an application under this section the court does not direct the company not to comply with the request, the company must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued.
Propose a change(1) If an inspection required under section 744 (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) 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. (3) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.
Propose a change(1) It is an offence for a person knowingly or recklessly to make in a request under section 744 (register of debenture holders: right to inspect and require copy) a statement that is misleading, false or deceptive in a material particular. (2) It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section— (a) to do anything that results in the information being disclosed to another person, or (b) to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
Propose a change(1) Liability incurred by a company— (a) from the making or deletion of an entry in the register of debenture holders, or (b) from a failure to make or delete any such entry, is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred. (2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).
Propose a change(1) Any holder of debentures of a company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any trust deed for securing the debentures. (2) If default is made in complying with this section, an offence is committed by every officer of the company who is in default. (3) 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. (4) In the case of any such default the court may direct that the copy required be sent to the person requiring it.
Propose a change(1) Any provision contained in— (a) a trust deed for securing an issue of debentures, or (b) any contract with the holders of debentures secured by a trust deed, is void in so far as it would have the effect of exempting a trustee of the deed from, or indemnifying him against, liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions. (2) Subsection (1) does not invalidate— (a) a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release; (b) any provision enabling such a release to be given— (i) on being agreed to by a majority of not less than 75% in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and (ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act. (3) This section is subject to section 751 (saving for certain older provisions).
Propose a change(1) Section 750 (liability of trustees of debentures) does not operate— (a) to invalidate any provision in force on the relevant date so long as any person— (i) then entitled to the benefit of the provision, or (ii) afterwards given the benefit of the provision under subsection (3) below, remains a trustee of the deed in question, or (b) to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force. (2) The relevant date for this purpose is— (a) 1st July 1948 in a case where section 192 of the Companies Act 1985 (c. 6) applied immediately before the commencement of this section; (b) 1st July 1961 in a case where Article 201 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) then applied. (3) While any trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (1) above the benefit of that provision may be given either— (a) to all trustees of the deed, present and future, or (b) to any named trustees or proposed trustees of it, by a resolution passed by a majority of not less than 75% in value of the debenture holders present in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose. (4) A meeting for that purpose must be summoned in accordance with the provisions of the deed or, if the deed makes no provision for summoning meetings, in a manner approved by the court.
Propose a change(1) Where a company has redeemed debentures previously issued, then unless— (a) provision to the contrary (express or implied) is contained in the company's articles or in any contract made by the company, or (b) the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures shall be cancelled, the company may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place. This subsection is deemed always to have had effect. (2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed. (3) The re-issue of a debenture or the issue of another debenture in its place under this section is treated as the issue of a new debenture for the purposes of stamp duty. It is not so treated for the purposes of any provision limiting the amount or number of debentures to be issued. (4) A person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect of it, unless he had notice (or, but for his negligence, might have discovered) that the debenture was not duly stamped. In that case the company is liable to pay the proper stamp duty and penalty.
Propose a changeWhere a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the company's account having ceased to be in debit while the debentures remained so deposited.
Propose a change(1) This section applies where debentures of a company registered in England and Wales or Northern Ireland are secured by a charge that, as created, was a floating charge. (2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the company is not at that time in the course of being wound up, the company's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures. (3) “Preferential debts” means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2). (4) Payments under this section shall be recouped, as far as may be, out of the assets of the company available for payment of general creditors.
Propose a change(1) A private company limited by shares or limited by guarantee and having a share capital must not— (a) offer to the public any securities of the company, or (b) allot or agree to allot any securities of the company with a view to their being offered to the public. (2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made— (a) within six months after the allotment or agreement to allot, or (b) before the receipt by the company of the whole of the consideration to be received by it in respect of the securities. (3) A company does not contravene this section if— (a) it acts in good faith in pursuance of arrangements under which it is to re-register as a public company before the securities are allotted, or (b) as part of the terms of the offer it undertakes to re-register as a public company within a specified period, and that undertaking is complied with. (4) The specified period for the purposes of subsection (3)(b) must be a period ending not later than six months after the day on which the offer is made (or, in the case of an offer made on different days, first made). (5) In this Chapter “securities” means shares or debentures.
Propose a change(1) This section explains what is meant in this Chapter by an offer of securities to the public. (2) An offer to the public includes an offer to any section of the public, however selected. (3) An offer is not regarded as an offer to the public if it can properly be regarded, in all the circumstances, as— (a) not being calculated to result, directly or indirectly, in securities of the company becoming available to persons other than those receiving the offer, or (b) otherwise being a private concern of the person receiving it and the person making it. (4) An offer is to be regarded (unless the contrary is proved) as being a private concern of the person receiving it and the person making it if— (a) it is made to a person already connected with the company and, where it is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of another person already connected with the company; or (b) it is an offer to subscribe for securities to be held under an employees' share scheme and, where it is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of— (i) another person entitled to hold securities under the scheme, or (ii) a person already connected with the company. (5) For the purposes of this section “person already connected with the company” means— (a) an existing member or employee of the company, (b) a member of the family of a person who is or was a member or employee of the company, (c) the widow or widower, or surviving civil partner, of a person who was a member or employee of the company, (d) an existing debenture holder of the company, or (e) a trustee (acting in his capacity as such) of a trust of which the principal beneficiary is a person within any of paragraphs (a) to (d). (6) For the purposes of subsection (5)(b) the members of a person's family are the person's spouse or civil partner and children (including step-children) and their descendants.
Propose a change(1) If it appears to the court— (a) on an application under this section, or (b) in proceedings under Part 30 (protection of members against unfair prejudice), that a company is proposing to act in contravention of section 755 (prohibition of public offers by private companies), the court shall make an order under this section. (2) An order under this section is an order restraining the company from contravening that section. (3) An application for an order under this section may be made by— (a) a member or creditor of the company, or (b) the Secretary of State.
Propose a change(1) This section applies if it appears to the court— (a) on an application under this section, or (b) in proceedings under Part 30 (protection of members against unfair prejudice), that a company has acted in contravention of section 755 (prohibition of public offers by private companies). (2) The court must make an order requiring the company to re-register as a public company unless it appears to the court— (a) that the company does not meet the requirements for re-registration as a public company, and (b) that it is impractical or undesirable to require it to take steps to do so. (3) If it does not make an order for re-registration, the court may make either or both of the following— (a) a remedial order (see section 759), or (b) an order for the compulsory winding up of the company. (4) An application under this section may be made by— (a) a member of the company who— (i) was a member at the time the offer was made (or, if the offer was made over a period, at any time during that period), or (ii) became a member as a result of the offer, (b) a creditor of the company who was a creditor at the time the offer was made (or, if the offer was made over a period, at any time during that period), or (c) the Secretary of State.
Propose a change(1) A “remedial order” is an order for the purpose of putting a person affected by anything done in contravention of section 755 (prohibition of public offers by private company) in the position he would have been in if it had not been done. (2) The following provisions are without prejudice to the generality of the power to make such an order. (3) Where a private company has— (a) allotted securities pursuant to an offer to the public, or (b) allotted or agreed to allot securities with a view to their being offered to the public, a remedial order may require any person knowingly concerned in the contravention of section 755 to offer to purchase any of those securities at such price and on such other terms as the court thinks fit. (4) A remedial order may be made— (a) against any person knowingly concerned in the contravention, whether or not an officer of the company; (b) notwithstanding anything in the company's constitution (which includes, for this purpose, the terms on which any securities of the company are allotted or held); (c) whether or not the holder of the securities subject to the order is the person to whom the company allotted or agreed to allot them. (5) Where a remedial order is made against the company itself, the court may provide for the reduction of the company's capital accordingly.
Propose a changeNothing in this Chapter affects the validity of any allotment or sale of securities or of any agreement to allot or sell securities.
Propose a change(1) A company that is a public company (otherwise than by virtue of re-registration as a public company) must not do business or exercise any borrowing powers unless the registrar has issued it with a certificate under this section (a “trading certificate”). (2) The registrar shall issue a trading certificate if, on an application made in accordance with section 762, he is satisfied that the nominal value of the company's allotted share capital is not less than the authorised minimum. (3) For this purpose a share allotted in pursuance of an employees' share scheme shall not be taken into account unless paid up as to— (a) at least one-quarter of the nominal value of the share, and (b) the whole of any premium on the share. (4) A trading certificate has effect from the date on which it is issued and is conclusive evidence that the company is entitled to do business and exercise any borrowing powers.
Propose a change(1) An application for a certificate under section 761 must— (a) state that the nominal value of the company's allotted share capital is not less than the authorised minimum, (b) specify the amount, or estimated amount, of the company's preliminary expenses, (c) specify any amount or benefit paid or given, or intended to be paid or given, to any promoter of the company, and the consideration for the payment or benefit, ... (d) be accompanied by a statement of compliance and (e) be accompanied by a statement of the aggregate amount paid up on the shares of the company on account of their nominal value. (2) The statement of compliance is a statement that the company meets the requirements for the issue of a certificate under section 761. (3) The registrar may accept the statement of compliance as sufficient evidence of the matters stated in it.
Propose a change(1) “The authorised minimum”, in relation to the nominal value of a public company's allotted share capital is— (a) £50,000, or (b) the prescribed euro equivalent. (2) The Secretary of State may by order prescribe the amount in euros that is for the time being to be treated as equivalent to the sterling amount of the authorised minimum. (3) This power may be exercised from time to time as appears to the Secretary of State to be appropriate. (4) The amount prescribed shall be determined by applying an appropriate spot rate of exchange to the sterling amount and rounding to the nearest 100 euros. (5) An order under this section is subject to negative resolution procedure. (6) This section has effect subject to any exercise of the power conferred by section 764 (power to alter authorised minimum).
Propose a change(1) The Secretary of State may by order— (a) alter the sterling amount of the authorised minimum, and (b) make a corresponding alteration of the prescribed euro equivalent. (2) The amount of the prescribed euro equivalent shall be determined by applying an appropriate spot rate of exchange to the sterling amount and rounding to the nearest 100 euros. (3) An order under this section that increases the authorised minimum may— (a) require a public company having an allotted share capital of which the nominal value is less than the amount specified in the order to— (i) increase that value to not less than that amount, or (ii) re-register as a private company; (b) make provision in connection with any such requirement for any of the matters for which provision is made by this Act relating to— (i) a company's registration, re-registration or change of name, (ii) payment for shares comprised in a company's share capital, and (iii) offers to the public of shares in or debentures of a company, including provision as to the consequences (in criminal law or otherwise) of a failure to comply with any requirement of the order; (c) provide for any provision of the order to come into force on different days for different purposes. (4) An order under this section is subject to affirmative resolution procedure.
Propose a change(1) The initial requirement for a public company to have allotted share capital of a nominal value not less than the authorised minimum, that is— (a) the requirement in section 761(2) for the issue of a trading certificate, or (b) the requirement in section 91(1)(a) for re-registration as a public company, must be met either by reference to allotted share capital denominated in sterling or by reference to allotted share capital denominated in euros (but not partly in one and partly in the other). (2) Whether the requirement is met is determined in the first case by reference to the sterling amount and in the second case by reference to the prescribed euro equivalent. (3) No account is to be taken of any allotted share capital of the company denominated in a currency other than sterling or, as the case may be, euros. (4) If the company could meet the requirement either by reference to share capital denominated in sterling or by reference to share capital denominated in euros, it must elect in its application for a trading certificate or, as the case may be, for re-registration as a public company which is to be the currency by reference to which the matter is determined.
Propose a change(1) The Secretary of State may make provision by regulations as to the application of the authorised minimum in relation to a public company that— (a) has shares denominated— (i) in more than one currency, or (ii) in a currency other than sterling or euros, (b) redenominates the whole or part of its allotted share capital, or (c) allots new shares. (2) The regulations may make provision as to the currencies, exchange rates and dates by reference to which it is to be determined whether the nominal value of the company's allotted share capital is less than the authorised minimum. (3) The regulations may provide that where— (a) a company has redenominated the whole or part of its allotted share capital, and (b) the effect of the redenomination is that the nominal value of the company's allotted share capital is less than the authorised minimum, the company must re-register as a private company. (4) Regulations under subsection (3) may make provision corresponding to any provision made by sections 664 to 667 (re-registration as private company in consequence of cancellation of shares). (5) Any regulations under this section have effect subject to section 765 (authorised minimum: application of initial requirement). (6) Regulations under this section are subject to negative resolution procedure.
Propose a change(1) If a company does business or exercises any borrowing powers in contravention of section 761, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) A person guilty of an offence under subsection (1) is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (3) A contravention of section 761 does not affect the validity of a transaction entered into by the company, but if a company— (a) enters into a transaction in contravention of that section, and (b) fails to comply with its obligations in connection with the transaction within 21 days from being called on to do so, the directors of the company are jointly and severally liable to indemnify any other party to the transaction in respect of any loss or damage suffered by him by reason of the company's failure to comply with its obligations. (4) The directors who are so liable are those who were directors at the time the company entered into the transaction.
Propose a change(1) In the case of a company registered in England and Wales or Northern Ireland, a certificate under the common seal of the company specifying any shares held by a member is prima facie evidence of his title to the shares. (2) In the case of a company registered in Scotland— (a) a certificate under the common seal of the company specifying any shares held by a member, or (b) a certificate specifying any shares held by a member and subscribed by the company in accordance with the Requirements of Writing (Scotland) Act 1995 (c. 7), is sufficient evidence, unless the contrary is shown, of his title to the shares.
Propose a change(1) A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery— (a) the certificates of the shares allotted, (b) the debentures allotted, or (c) the certificates of the debenture stock allotted. (2) 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 allotment to a financial institution (see section 778), or (c) in the case of an allotment of shares if, following the allotment, the company has issued a share warrant in respect of the shares (see section 779). (3) If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default. (4) A person guilty of an offence under subsection (3) 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.
Propose a change(1) A company may not register a transfer of shares in or debentures of the company unless— (a) a proper instrument of transfer has been delivered to it, or (b) the transfer— (i) is an exempt transfer within the Stock Transfer Act 1982 (c. 41), or (ii) is in accordance with regulations under Chapter 2 of this Part. (2) Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change(1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either— (a) register the transfer, or (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it. (1A) The company may not register the transfer under subsection (1)(a) unless satisfied that it has the information that it is required to enter in its register of members in relation to the transferee. (2) If the company refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of directors. (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) If a company fails to comply with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (4) 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. (5) This section does not apply— (a) in relation to a transfer of shares if the company has issued a share warrant in respect of the shares (see section 779); (b) in relation to the transmission of shares or debentures by operation of law.
Propose a changeOn the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee ... in the same manner and subject to the same conditions as if the application for the entry ... were made by the transferee.
Propose a changeAn instrument of transfer of the share or other interest of a deceased member of a company— (a) may be made by his personal representative although the personal representative is not himself a member of the company, and (b) is as effective as if the personal representative had been such a member at the time of the execution of the instrument.
Propose a changeThe production to a company of any document that is by law sufficient evidence of the grant of— (a) probate of the will of a deceased person, (b) letters of administration of the estate of a deceased person, or (c) confirmation as executor of a deceased person, shall be accepted by the company as sufficient evidence of the grant.
Propose a change(1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on their face show a prima facie title to the shares or debentures in the transferor named in the instrument. (2) The certification is not to be taken as a representation that the transferor has any title to the shares or debentures. (3) Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to him as if the certification had been made fraudulently. (4) For the purposes of this section— (a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect); (b) the certification of an instrument of transfer is made by a company if— (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company's behalf, and (ii) the certification is signed by a person authorised to certificate transfers on the company's behalf or by an officer or employee either of the company or of a body corporate so authorised; (c) a certification is treated as signed by a person if— (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf.
Propose a change