TRANSFER AND TRANSMISSION OF SHARES 69
the certificate at the company’s office for registration.
The transfer, if in order, is then passed by the directors
and the purchaser’s name entered on the register in place of the
seller's. The decision in Birkett v. Cowper-Coles (35 T.L.R.
208) to the effect that, on a sale of shares, the obligation to
prepare a transfer is, as a general rule, on the purchaser,
was based on a decision in 1843 dealing with the transfer of
shares in a railway company, and appears to be in conflict
with the recognised practice, which practice does not appear
to have been questioned by the Courts in the case either
of sales effected personally or of sales effected through brokers
[see Skinner v. City of London Marine Insurance (1885),
14 Q.B.D. at p. 887, and London Founders’ Association. v.
Clarke (1888), 20 Q.B.D. 576].

But, shares being generally bought and sold through
brokers, the exigencies of business and the practice of the
Stock Exchange have amplified the procedure. When a
seller is only disposing of part of his holding, his broker,
having effected a sale, presents the transfer with the relative
certificate at the company’s office, whereupon the secretary
or his responsible deputy, certifies on the transfer that the
certificate has been lodged (see below). The transfer, so
“certified,” is handed by the seller’s broker to the purchaser's
broker, and it thus becomes good delivery under the rules
of the Stock Exchange. and transactions take place in this
way every day.

The form of transfer, which it is the duty of the seller's
broker to prepare, is often prescribed by the articles, and
in that case the directors may refuse to register a transfer not
in such form. But, where a transfer is required to be ‘in the
usual common form,” (and the Stock Exchange regulations
for obtaining permission to deal, require that the articles
should provide for the common form being used), directors
cannot refuse to register it because it omits immaterial
particulars—e.g. the address of the transferor and the denoting
numbers of the shares, if both are known to the directors
and there can be no ambiguity [re Letheby & Christopher
(1904), 1 Ch. 815]. The importance of uniformity in the
form of transfers can hardly be over-estimated, and for-
tunately there is a common form which is generally used.
This will be found in Appendix F (Form 16).

It has been suggested that an addition should be made to
the common form of the words ‘being of full age,” after the
words ‘and I, the said transferee,” in order to avoid the
possibility of the shares being registered in the name of a

Form of
Transfer.