Transfers.

302

SECRETARIAL PRACTICE
The duties of the secretary, upon a duly executed deed of
transfer being delivered to him, are prescribed by s. 15, and
are as follows: —

I. He must keep the transfer;

2. He must enter a memorial thereof in a book to be

called the ‘register of transfers’;

3. He must endorse such entry on the deed of transfer ;

4. He must, on demand, deliver a new certificate to the
purchaser;

5. He may, for every such entry, together with the endorse-
ment and certificate, demand a sum not exceeding
the prescribed amount, or if no amount be prescribed
[s.e. by the company’s special Act] a sum not ex-
ceeding 2s. 64.

He must, if the purchaser requires it, instead of giving
a new certificate, make and sign an endorsement of
the transfer on the old certificate; the old certificate
with the signed endorsement is equivalent to a new
certificate.
As regards the above, the duty of endorsing the deed of
transfer seems hardly necessary in the days of certificates,
and it has been suggested that it was inserted inadvertently
in the Act of 1845. A private Act of 1801, authorising the
construction of a railway from Wandsworth to Croydon
‘41 Geo. III. c. xxxiii.) required the endorsement on ‘deeds
of conveyance’ of shares in the undertaking, which deed
was to be kept by the purchaser ‘as his security,” certi-
ficates not having then been introduced. It is the modern
practice to issue a new certificate and not to endorse the old
certificate.

The legal interest in the shares transferred passes to the
purchaser upon the delivery of the transfer, duly executed,
to the secretary. The duties of the secretary as regards
certification, scrutiny of the transfer, and of any power of
attorney lodged, will be substantially the same as in the case
of a company under the Companies Acts. He must, in short,
satisfy himself that the deed of transfer is ‘duly executed’
and in order in every detail. If he returns the transfer be-
cause of some failure to comply with the provisions of the Act,
it is deemed not to have been delivered and therefore not to
pass the legal interest [Nanney v. Morgan, 37 C.D. 346].

There are, however, some special points in which, owing
to the provisions of the Companies Clauses Act, 1845, the
secretary of a statutory company cannot follow the practice