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Legislation
Companies Act 2006

Crossheading Transfer of securities

  • Section 770 Registration of transfer
  • Section 771 Procedure on transfer being lodged
  • Section 772 Transfer of shares on application of transferor
  • Section 773 Execution of share transfer by personal representative
  • Section 774 Evidence of grant of probate etc
  • Section 775 Certification of instrument of transfer
  1. Transfer of securities
  2. Procedure on transfer being lodged

Section 771 | Procedure on transfer being lodged

From legislation.gov.uk

(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.

(1A)The company may not register the transfer under subsection (1)(a) unless satisfied that it has the information that it is required to enter in its register of members in relation to the transferee.F1

(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.

(2A)RepealedF2

(3)If a company fails to comply with this section, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5)This section does not apply—

(a)in relation to a transfer of shares if the company has issued a share warrant in respect of the shares (see section 779);

(b)in relation to the transmission of shares or debentures by operation of law.

Notes

  1. F1

    S. 771(1A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(11), 219(1)(2)(b)

  2. F2

    S. 771(2A) omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 16; S.I. 2026/57, reg. 2

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