TRANSFER AND TRANSMISSION OF SHARES 79
to register such a person as the holder of the shares [Pool
Shipping Co. (1920), 1 Ch. 251]. It therefore appears that
to entitle directors to refuse to register such persons, there
must be special provision in a company’s articles.

Before the closing of the transfer books for dividend
purposes, care should be taken that every transfer lodged
for registration be passed and registered. Whilst the books
are closed, the certification of transfers should proceed as
usual, and transfers presented for registration should be
accepted and carefully preserved, and there seems no objection
to the usual notice as to lodgment of transfer being immediate-
ly sent to the transferor; but apart from this the secretary
will not deal with any transfers lodged for registration until
the books are once more open.

The procedure usually followed by the transfer committee
or board in checking the transfers and issuing certificates
where there is no transfer audit is as follows: —

The secretary, having satisfied himself that all the transfers procedure
and certificates have been properly and regularly put through of Transter
the books, and are in order, reads them over to one of the Committee.
directors for comparison with the new certificates, while
at the same time another director or one of the clerks sees
that the names of the transferor and transferee, the number
of shares or amount of stock transferred, and the number of
the new certificates issued, with distinctive numbers in the
case of shares, agree with the particulars as read out by the
secretary and as entered on the certificate, and that a certificate
corresponding thereto has been cancelled. The new certifi-
cates are then dated, signed, and sealed, and checked with the
entry in the seal book and agenda. They are then ready
for issue in exchange for transfer receipts, &c. As soon as the
directors have passed the transfers they should be posted into
the Share Register. As the deeds represent the titles of the
transferees they must be kept in a place of absolute safety.
and retained by the company in perpetuity.

In the event of a duplicate certificate having been issued
in exchange for an indemnity in respect of a lost, mislaid,
or destroyed original certificate, it will be necessary to see
that the duplicate certificate is the one lodged with the
transfer and not the original; and should the latter be
lodged, to communicate with the transferor to ascertain
the reason why he is dealing with the original and not the
duplicate.

Should a certified transfer be lost, the company should,
hefore certifving a duplicate transfer, reauire an indemnity