• 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.