Powers of
Attorney.

Registration
of Transfers.

74

SECRETARIAL PRACTICE
practice of auditors to enface the certificates with a small
rubber stamp or some other distinctive mark, and the clerk
responsible for the certification of the transfer should be
careful to see that the certificate lodged with the transfer
bears such mark, and is. therefore, prima facie genuine.

As regards Powers of Attorney the general law is dis-
cussed in Chapter XXI, but the practice in connection with
transfers may here be conveniently dealt with. The signature
on a transfer, whether that of the transferor or the transferee,
may be affixed by an attorney, or agent. In such cases it
becomes the duty of the secretary to satisfy himself that the
authority of the attorney is properly constituted. Where the
transferor has executed the transfer by attorney, the matter
should be dealt with upon presentation of the transfer for
certification, but when the transfer is lodged for registration,
reference should again be made to the records of powers of
in order to make sure that no notice of revocation or death
has been received since the transfer was certified. If the
transferee has done so, it is upon lodgment of the transfer
for registration that the matter will arise. If the power
of attorney has already been lodged for registration at the
company’s office, particulars of it will appear in the company’s
register of powers of attorney, i.e. the date of registration,
the names of the donor and donee of the power, and some
particulars of its scope and duration. These can then
be referred to, and unless there is any doubt as to whether
the power is still in force, the transfer may be accepted.
If the power is presented for the first time upon a transfer
being lodged for certification or registration, it must be
carefully inspected in order to see that it is under seal, that
it is properly stamped, executed and attested, that it authorises
the transaction sought to be effected, whether the sale or
purchase of shares, and whether of the particular shares in
question, and that it is still effective. If the power of attorney
is executed by a corporation, it should be borne in mind that
s. 74 (1) of the Law of Property Act, 1925, only operates in
favour of a purchaser as defined by s. 205 of the Act, i.e. ‘a
purchaser in good faith and for valuable consideration’
including a lessee, mortgagee or other person who for valuable
consideration acquires an interest in property.’

On the execution of the transfer by the transferee, it is
lodged with the company for registration. The depositing
broker or agent should be asked to write or stamp his name
and address on the back of the transfer, and the secretary
should give a printed form of receipt to the effect that the