~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.