• PART 20 PART 20 CERTIFICATION AND TRANSFER OF SECURITIES

    • CHAPTER 1 CHAPTER 1 CERTIFICATION AND TRANSFER OF SECURITIES: GENERAL

      • 706. Share certificate to be evidence of title

        (1) A certificate executed by a company in accordance with section 39 (execution of documents) specifying any shares held by a member is prima facie evidence of his title to the shares.

      • 707. Duty of company as to issue of certificates etc on allotment

        (1) A company must, within two months after the allotment of any of its shares or debentures complete and have ready for delivery—
        (a) the certificates of the shares allotted, or
        (b) the debentures allotted.
        (2) Subsection (1) does not apply—
        (a) if the conditions of issue of the shares or debentures provide otherwise, or
        (b) in the case of allotment to a financial institution (see section 715).
        (3) If default is made in complying with subsection (1) a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who contravenes these Regulations under subsection (3) is liable to a level 2 fine.

      • 708. Registration of transfer

        (1) A company may not register a transfer of shares in or debentures of the company unless—
        (a) a proper instrument of transfer has been delivered to it, or
        (b) the transfer is in accordance with rules made under Chapter 2 of this Part.
        (2) Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.

      • 709. Procedure on transfer being lodged

        (1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either—
        (a) register the transfer, or
        (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,
        as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.
        (2) If the company refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request.

        This does not include copies of minutes of meetings of directors.
        (3) If a company fails to comply with this section, a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        (4) A person who contravenes these Regulations under subsection (3) is liable to a level 2 fine.
        (5) This section does not apply in relation to transmission of shares or debentures by operation of law.

      • 710. Transfer of shares on application of transferor

        On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.

      • 711. Execution of share transfer by personal representative

        An instrument of transfer of the share or other interest of a deceased member of a company—

        (a) may be made by a person responsible for administering his estate (a "personal representative") although the personal representative is not himself a member of the company, and
        (b) is as effective as if the personal representative had been such a member at the time of the execution of the instrument.

      • 712. Evidence of grant of probate etc

        The production to a company of any document that is by the law applicable in the Abu Dhabi Global Market, or the law of the jurisdiction of incorporation or nationality of a deceased member sufficient evidence of—

        (a) the grant of probate of the will of a deceased person, or
        (b) confirmation as a personal representative of a deceased person,

        shall be accepted by the company as sufficient evidence of the authority of the personal representative to administer the estate of a deceased member.

      • 713. Certification of instrument of transfer

        (1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on their face show a prima facie title to the shares or debentures in the transferor named in the instrument.
        (2) The certification is not to be taken as a representation that the transferor has any title to the shares or debentures.
        (3) Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to him as if the certification had been made fraudulently.
        (4) For the purposes of this section—
        (a) an instrument of transfer is certificated if it bears the words "certificate lodged" (or words to the like effect),
        (b) the certification of an instrument of transfer is made by a company if—
        (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company's behalf, and
        (ii) the certification is signed by a person authorised to certificate transfers on the company's behalf or by an officer or employee either of the company or of a body corporate so authorized,
        (c) a certification is treated as signed by a person if—
        (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and
        (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf.

      • 714. Duty of company as to issue of certificates etc on transfer

        (1) A company must, within two (2) months after the date on which a transfer of any of its shares or debentures is lodged with the company, complete and have ready for delivery—
        (a) the certificates of the shares transferred, or
        (b) the debentures transferred.
        (2) For this purpose a "transfer" means a transfer duly stamped and otherwise valid but does not include a transfer that the company is for any reason entitled to refuse to register and does not register.
        (3) Subsection (1) does not apply—
        (a) if the conditions of issue of the shares or debentures provide otherwise, or
        (b) in the case of a transfer to a financial institution (see section 715).
        (4) If default is made in complying with subsection (1) a contravention of these Regulations is committed by every officer of the company who is in default.
        (5) A person who contravenes these Regulations under subsection (4) is liable to a level 2 fine.

      • 715. Issue of certificates etc: allotment or transfer to financial institution

        (1) A company—
        (a) of which shares or debentures are allotted to a financial institution, or
        (b) with which a transfer for transferring shares or debentures to a financial institution is lodged,
        is not required in consequence of that allotment or transfer to comply with section 707(1) or 714(1) (duty of company as to issue of certificates etc).
        (2) A "financial institution" means—
        (a) a recognised clearing house acting in relation to a recognised investment market, or
        (b) a nominee of—
        (i) a recognised clearing house acting in that way, or
        (ii) a recognised investment exchange,
        designated for the purposes of this section in the rules of the recognised investment exchange in question.

      • 716. Issue of certificates etc: Court order to make good default

        (1) If a company on which a notice has been served requiring it to make good any default in complying with-
        (a) section 707(1) (duty of company as to issue of certificates etc on allotment), or
        (b) section 714(1) (duty of company as to issue of certificates etc on transfer),
        fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the Court.
        (2) The Court may on such an application make an order directing the company and any officer of it to make good the default within such time as may be specified in the order.
        (3) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of it responsible for the default.

    • CHAPTER 2 CHAPTER 2 EVIDENCING AND TRANSFER OF TITLE TO SECURITIES WITHOUT WRITTEN INSTRUMENT

      • 717. Scope of this Chapter

        In this Chapter—

        (a) "securities" means shares, debentures, loan stock, units of a collective investment scheme and other securities of any description,
        (b) references to title to securities include any legal or equitable interest in securities, and
        (c) references to a transfer of title include a transfer by way of security.

      • 718. Provision enabling procedures for evidencing and transferring title

        (1) The Board may make rules which provide for title to securities to be evidenced and transferred without a written instrument.
        (2) The rules may make provision—
        (a) for procedures for recording and transferring title to securities, and
        (b) for the regulation of those procedures and the persons responsible for or involved in their operation.
        (3) The rules must contain such safeguards as appear to the authority making the rules appropriate for the protection of investors and for ensuring that competition is not restricted, distorted or prevented.
        (4) The rules may, for the purpose of enabling or facilitating the operation of the procedures provided for by the rules, make provision with respect to the rights and obligations of persons in relation to securities dealt with under the procedures.
        (5) The rules may include provision for the purpose of giving effect to—
        (a) the transmission of title to securities by operation of law,
        (b) any restriction on the transfer of title to securities arising by virtue of the provisions of any enactment or instrument, Court order or agreement,
        (c) any power conferred by any such provision on a person to deal with securities on behalf of the person entitled.
        (6) The rules may make provision with respect to the persons responsible for the operation of the procedures provided for by the rules—
        (a) as to the consequences of their insolvency or incapacity, or
        (b) as to the transfer from them to other persons of their functions in relation to those procedures.
        (7) The rules may confer functions on any person, including—
        (a) the function of giving guidance or issuing a code of practice in relation to any provision made by the rules, and
        (b) the function of making rules for the purposes of any provision made by the rules.
        (8) The rules may, in prescribed cases, confer immunity from liability in damages.

      • 719. Provision enabling or requiring arrangements to be adopted

        (1) Rules under this Chapter may make provision—
        (a) enabling the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title to securities is required to be evidenced or transferred (or both) without a written instrument, or
        (b) requiring companies, or any designated class of companies, to adopt such arrangements.
        (2) The rules may make such provision—
        (a) in respect of all securities issued by a company, or
        (b) in respect of all securities of a specified description.
        (3) The arrangements provided for by rules making such provision as is mentioned in subsection (1)—
        (a) must not be such that a person who but for the arrangements would be entitled to have his name entered in the company's register of members ceases to be so entitled, and
        (b) must be such that a person who but for the arrangements would be entitled to exercise any rights in respect of the securities continues to be able effectively to control the exercise of those rights.
        (4) The rules may—
        (a) prohibit the issue of any certificate by the company in respect of the issue or transfer of securities,
        (b) require the provision by the company to holders of securities of statements (at specified intervals or on specified occasions) of the securities held in their name, and
        (c) make provision as to the matters of which any such certificate or statement is, or is not, evidence.
        (5) In this section—
        (a) references to a designated class of companies are to a class designated in the rules issued pursuant to this section or pursuant to section 720, and
        (b) "specified" means specified in the rules.

      • 720. Provision enabling or requiring arrangements to be adopted: order-making powers

        (1) The Board may make rules which—
        (a) designate classes of companies for the purposes of section 719 (provision enabling or requiring arrangements to be adopted),
        (b) provide that, in relation to securities of a specified description—
        (i) in a designated class of companies, or
        (ii) in a specified company or class of companies,
        specified provisions of rules made under this Chapter by virtue of that section either do not apply or apply subject to specified modifications.
        (2) In subsection (1) "specified" means specified in the rules.

      • 721. Provision that may be included in rules

        Rules under this Chapter may—

        (a) modify or exclude any provision of any enactment or instrument, or any rule of law,
        (b) apply, with such modifications as may be appropriate, the provisions of any enactment or instrument,
        (c) require the payment of fees, or enable persons to require the payment of fees, of such amounts as may be specified in the rules or determined in accordance with them,
        (d) empower the authority making the rules to delegate to any person willing and able to discharge them any functions of the authority under the rules.

      • 722. Resolutions to be forwarded to Registrar

        Chapter 3 of Part 3 (resolutions affecting a company's constitution) applies to a resolution passed by virtue of rules made under this Chapter.