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

7 & SECRETARIAL PRACTICE especially in the provinces, or, in the case of the London Stock Exchange, where the transfer office of the company is not in London or is at a distance from the Stockbroker’s office. On the other hand, obviously the Stock Exchange authorities are not in a position to detect even a gross and clumsy forgery of a share certificate if such should be presented to them, and, to that extent, it may be argued that the practice is not such a safe one from the public point of view, as when the Company’s own officials alone certify transfers. The legal effect of certification has been several times considered in the Courts, and the effect of some of the decisions is here summarised. By such words as ‘certificate lodged at the company’s office,” stamped upon a transfer of shares, no more is meant than that certain documents apparently in order, and showing primd facie that the transferor is entitled to the shares, have been deposited with the company. They do not amount to a warranty either of the transferor’s title or of the validity of the documents. In the absence of fraud, even if no certifi- cate has in fact been lodged, the company is not liable for the careless representation that one has been deposited [Bishop v. Balkis Co. (1890), 25 Q.B. D. 512]. And where the secretary has fraudulently certified upon a transfer that certificates have been lodged at the company’s office, the company is not estopped from setting up the true facts if it has not authorised the fraud [George Whitechurch v. Cavanagh (1902), A.C. 117]. But certification by the proper officer of the company on a transfer of shares, which purports to be a transfer of fully paid shares, has been held to imply that certificates have been produced showing the ownership of fully paid shares, and to estop the company from denying that the shares are fully paid [re Concessions Trust, McKay's Case (1806), 2 Ch. 757]. Balance Receipt. If the certificate of shares lodged with the transfer for certification includes a larger number of shares than is included in the transfer, the secretary will issue to the seller or his broker a balance receipt. This will entitle the seller in due course to receive a certificate for the unsold balance of his shares. These balance receipts should be in a book with counterfoils or with forms for duplicating by means of carbon sheets. They should always be signed by a responsible official. A form is given in Appendix F (Form 17). The practice with regard to the preparation of certificates for the balance of shares varies in different offices. Some companies contend that to make out a balance certificate in respect of

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