Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VIII. Transfer and transmission of shares

Collection:: Economics Books

J SECRETARIAL PRACTICE two months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal. Shares, then, may subject to s. 63 be transferred in manner provided by the articles of the company. The right to transfer was given by s. 22 of the Companies Act, 1862 (which s. 62 of the new Act follows) and unless restricted by the articles it is an absolute right [Weston’s Case (1868), 4 Ch. App. 20]. The mode of transfer and the restrictions on the right to transfer may vary in different companies to almost any extent. As regards shares not fully paid there are usually restrictions on their transfer, but in the case of fully paid shares the Stock Exchange regulations require that there shall be no restrictions if an official quotation, or permission to deal is to be obtained. It will be noted that the effect of s. 63 is to put a stop to the practice which had grown up of effecting transfers by word of mouth without written instrument. If there are no restrictions in the regulations, a member may transfer to anyone, even though the company be in extremis and the transferee a man of no substance, so long as the transfer is bond fide in the sense that the transferor retains no interest in the shares, and whether such is the case is a question of fact [Mexican and South American Co., De Pass’s Case (1859), 4 De G. & J. 544; Discoverers’ Finance Corporation, Lindlar's Case (1910), 1 Ch. 312]. But if the articles contain a clause authorising the directors to refuse registration, a transfer, which directors have registered, may be set aside, if registration was obtained by the transferor by actively misrepresenting or by passively concealing the truth; and, whether or not the articles contain a clause authorising the directors to refuse registration, a transferor cannot escape liability where the opportunity for registration has been obtained fraudulently, or in breach of some duty owed to the company [Discoverers’ Finance Corporation, Lindlar’s Case (1910), 1 Ch. 312]. Where articles provide that shares may not be transferred without the consent of the directors, there is no obligation to obtain their consent before executing transfers; and a director cannot, by wilfully refusing to attend board meetings, prevent the registration of a transfer [Copal Varnish Co. (1917), 2 Ch. 349]. The procedure on the transfer of shares, in its simplest form, is for the seller to execute a transfer, and to hand it with the relevant certificate to the purchaser, who, after executing the transfer properly stamped, lodges it with

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