~0 
SECRETARIAL PRACTICE 
minor. Directors should not sanction a transfer to an infant, 
for he can repudiate the shares either before or on coming 
of age, and although if the infant has not come of age at the 
commencement of a winding up, the transferor is primd 
facie liable in respect of the shares, the company may have 
precluded itself by laches from putting the transferor on 
the register. In view of the difficulties in the way of ascer- 
taining in every case that the transferee is of full age, it is 
reasonable to assume that it is the case; if, however, there 
is reason to believe that he is not of full age, he should not be 
entered on the register. (See the notes appended to Chapter 
IX.) 
It is usual for the articles to provide that transfers shall be 
signed both by the transferor and the transferee; but even in 
the absence of such a provision, where the articles do not 
prescribe any particular form of transfer but it has been the 
practice to require the execution of both the transferor and 
the transferee, the directors may decline to register a transfer 
not so executed [Marino's Case (1867), 2 Ch. App. 596]. 
It should also be mentioned that the company may at its 
discretion waive the transferee’s signature, but should never 
do so if the shares are not fully paid. 
The regulations may or may not require a transfer to be by 
deed. This variation is especially important in the case of 
blank transfers. Where a transfer without seal is sufficient, 
the addition of a seal does not render the instrument less 
effectual [Ortigosa v. Brown, Janson & Co. (1878), 47 L.].Ch. 
168]. Where a deed is necessary, the directors have no 
power to dispense with it. [Murray v. Bush L.R. 6—L. 50.] 
Certification ~~ All companies ought to certify transfers, for while there 
on:Transfers. is no statutory obligation to certify, it may reasonably be 
argued that certification is part of the business and incidental 
to the act of registering transfers. Transfers may be 
certified although unstamped,! or undated, but not if the 
transferee’s name is not stated. A transfer should be cer- 
tified although a call has been made which is not yet payable, 
but the call must be paid before the transfer is accepted 
for registration. If the seller is the transferee on a transfer 
which has not yet been registered, it is the usual practice not 
to certify the transfer until after the lapse of a sufficient time 
to enable the transferor of the first transfer to communicate 
with the company if necessary. (See Form 18.) : 
1A secretary so certifying is not enrolling, registering, or entering 
the transfer within the meaning of s. 17 of the Stamp Act, 1891; but 
a secretarv should, of course. not register an unstamped transfer.