Full text: Secretarial practice

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
	        
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