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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VIII. Transfer and transmission of shares

Collection:: Economics Books

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.

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