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

78 SECRETARIAL PRACTICE in the absence of a satisfactory explanation and the ad- judication mark of the Revenue Stamp office should be required under section 12 of the Stamp Act. With regard to transfers for nominal consideration, the [nland Revenue Circular, dated January 1927, should be followed (see Appendix A, p. 385). [t has been held that directors may refuse to register a transfer not duly stamped, and in determining whether it is duly stamped they may go behind that which appears on the face of the document [Maynard v. Consolidated Kent Collieries (1903), 2 K.B. 121]. Cancellation Certificates attached to transfers lodged for registration, _—_ as in the case of certificates in respect of transfers left for * certification, should be cancelled immediately they are delivered to the company, so as to prevent any chance of their being subsequently made use of for an improper purpose. The deed of transfer lodged for registration having been found in order, and being accompanied by a certificate, or bearing on its face the company’s certification, is stamped with the date of lodgment, given its consecutive number, and entered in the Register of Transfers where this book is kept (Form 22). Where directors are given a discretion as to registering transfers, they must not exercise that discretion capriciously. The Court, in the absence of evidence to the contrary, will presume that the directors have done right [re Coalport China Co. (1895), 2 Ch. 404], and the onus of proof is on those who say the directors have not acted bond fide [ex parte Penney (1873), 8 Ch. App. 446]. If they have bond fide considered the matter, the directors need not give their reasons for refusing to register a transfer, but if they do give reasons the Court will inquire into the sufficiency of such reasons [re Bell Brothers, ex parte Hodgson (1892), 65 L.T. 245]. In this connection it must be remembered that a power to directors to refuse to register transfers of shares if ‘in their opinion it is contrary to the interests of the com- pany that the proposed transferee should be a member thereof’ only justifies a refusal on grounds personal to the proposed transferee. re Bede Steam Shipping Co. (1917) 1 Ch. 123.] If registration is refused notice must be given to the transferee within two months of the lodgment of the transfer (s. 66). A person in whose favour shares are re- nounced is not a transferee, so that directors with power to refuse to register transfers are not thereby entitled to refuse Withholding Registration.

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