Details

Chapter 5: Share registration

This chapter provides guidance on the register of members – the forms of register; the location, inspection and copying of the register; closing the register; the rectification of transferee details; and branch registers. It also looks at share certificates – the form and issue, and the procedure following a loss of a certificate. It provides guidance on a variety bearer share warrants issues, such as form of warrants, registers, issue or exchange of bearer share warrants in exchange for registered shares, payment of dividends, issue of further coupons, and lost share warrants. It looks at designated accounts and joint accounts. It also looks at share transfers, private transfers for value, transfers for no consideration, and stamp duty on private and non-market transactions. It provides commentary on stock exchange transactions, the CREST system and registration functions under CREST, as well as forged transfers, private and non market, or under the Stock Exchange.

Precedents include:

  • Precedent 5.A Register of members – specimen ruling

  • Precedent 5.B FCA standard form of warning to shareholders regarding share fraud

  • Precedent 5.C Request for inspection or copy of the register of members

  • Precedent 5.D Request for rectification of transferee details

  • Precedent 5.E Form of request for transfer of shares to branch register (to be completed in duplicate)

  • Precedent 5.F Receipt for form of request

  • Precedent 5.G Schedule of requests for transfer to branch register

  • Precedent 5.H Minutes of meeting of directors (or committee) transferring shares to branch register

  • Precedent 5.I Certificate for ordinary shares

  • Precedent 5.J Certificate for preference shares

  • Precedent 5.K Certificate for ordinary stock

  • Precedent 5.L Specimen article for sealing certificates (including provision for no signatures)

  • Precedent 5.M Indemnity for lost certificate

  • Precedent 5.N Share warrant to bearer

  • Precedent 5.O Coupon (to be attached to share warrant to bearer)

  • Precedent 5.P Share warrant stock register sheet

  • Precedent 5.Q Share warrant coupon register sheet

  • Precedent 5.R Application for share warrants in exchange for registered shares

  • Precedent 5.S Receipt for share warrant application

  • Precedent 5.T Application for registered shares in exchange for share warrants to bearer

  • Precedent 5.U Advertisement of dividend

  • Precedent 5.V Coupon listing form

  • Precedent 5.W Request for designation or redesignation of account

  • Precedent 5.X Stock transfer form

  • Precedent 5.Y CREST dematerialisation request form

  • Precedent 5.Z CREST transfer form

  • Precedent 5.AA CREST electronic proxy appointment service: ICSA specimen wording for insurers

  • Precedent 5.BB Forged transfer policy

Sections

    Register Of Members
    Share Certificates
    Bearer Share Warrants
    Designated Accounts And Joint Accounts
    Share Transfers
    Stock Exchange Transactions
    Forged Transfers
    Precedents
    Appendices