78 
SECRETARIAL PRACTICE 
in the absence of a satisfactory explanation and the ad- 
judication mark of the Revenue Stamp office should be 
required under section 12 of the Stamp Act. 
With regard to transfers for nominal consideration, the 
[nland Revenue Circular, dated January 1927, should be 
followed (see Appendix A, p. 385). 
[t has been held that directors may refuse to register a 
transfer not duly stamped, and in determining whether it is 
duly stamped they may go behind that which appears on 
the face of the document [Maynard v. Consolidated Kent 
Collieries (1903), 2 K.B. 121]. 
Cancellation Certificates attached to transfers lodged for registration, 
_—_ as in the case of certificates in respect of transfers left for 
* certification, should be cancelled immediately they are 
delivered to the company, so as to prevent any chance 
of their being subsequently made use of for an improper 
purpose. 
The deed of transfer lodged for registration having been 
found in order, and being accompanied by a certificate, or 
bearing on its face the company’s certification, is stamped 
with the date of lodgment, given its consecutive number, 
and entered in the Register of Transfers where this book is 
kept (Form 22). 
Where directors are given a discretion as to registering 
transfers, they must not exercise that discretion capriciously. 
The Court, in the absence of evidence to the contrary, will 
presume that the directors have done right [re Coalport 
China Co. (1895), 2 Ch. 404], and the onus of proof is on those 
who say the directors have not acted bond fide [ex parte 
Penney (1873), 8 Ch. App. 446]. If they have bond fide 
considered the matter, the directors need not give their 
reasons for refusing to register a transfer, but if they do give 
reasons the Court will inquire into the sufficiency of such 
reasons [re Bell Brothers, ex parte Hodgson (1892), 65 L.T. 
245]. In this connection it must be remembered that a 
power to directors to refuse to register transfers of shares 
if ‘in their opinion it is contrary to the interests of the com- 
pany that the proposed transferee should be a member 
thereof’ only justifies a refusal on grounds personal to the 
proposed transferee. re Bede Steam Shipping Co. (1917) 
1 Ch. 123.] If registration is refused notice must be given 
to the transferee within two months of the lodgment of the 
transfer (s. 66). A person in whose favour shares are re- 
nounced is not a transferee, so that directors with power to 
refuse to register transfers are not thereby entitled to refuse 
Withholding 
Registration.