THE COMPANIES ORDINANCE, 1972

Transactions affecting shares and debentures

83.—(1) Shares in a company and derivative interests therein shall be deemed for all purposes to be intangible nioveables, and shares may be transferred and derivative interests therein may be created accordingly subject to the following provisions of this Ordinance.

(2) Each share in a company shall be distinguished by a distinguishing number :

Provided that, if at any time all the issued shares in a company, or all the issued shares therein of a particular class, are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up.

84.—(1) Shares and debentures which are not represented by bearer share certificates or bearer debentures may be transferred by a written instrument of transfer signed by the transferor and naming the transferee.

(2)  It shall not be necessary to set out the distinguishing numbers (if any) of the shares or debentures in the transfer, but the number or nominal value or principal amount of the shares or debentures transferred must be stated. The principal amount of debentures may be stated inclusive or exclusive of any premium payable on the redemption thereof.

(3)  No particular form of words shall be necessary to transfer shares or debentures, provided that words are used which show with reasonable certainty that the person signing the transfer intends to vest the title to the shares or debentures in the transferee.

(4)  The beneficial ownership of the shares or debentures shall pass lo the transferee on the delivery to him of the transfer signed by the transferor and the transferor's rhnre certificate or debenture, or on the delivery to him of a transfer signed by the transferor which has been certificated by or on behalf of the company or by or on behalf of a stock exchange in Seychelles or a recognised overseas stock exchange :

Provided that if the transferor is not the member of the company in respect of the shares, or is not the registered holder of the debentures (as the case may be), this subsection shall take effect as if references to the transfer signed by the transferor included transfers signed by that member or registered holder (as the case may be) and all holders of the shares or debentures intermediate between that member or registered holder and the transferor.

(5)  Notwithstanding subsection (4) a company and, in the case of debentures, the trustees of the covering trust deed shall not be bound or entitled to treat the transferee of shares or debentures as the owner of them until the transfer to him has been registered by the company or until the court orders the company to register the transfer to him, and until the transfer is presented to the company for registration, the company shall not be treated as having notice of the transferee's interest thereunder or of the fact that the transfer has been made.

(6)  This section applies notwithstanding anything contained in the memorandum or articles of the company, and notwithstanding anything contained in any debenture trust deed or debentures or any contract or instrument.

85.—(1) No restriction or condition in a debenture trust deed or in a debenture shall limit the right of any person to transfer a debenture held by him.

(2)  A restriction on the right of a shareholder to transfer his shares contained in the memorandum or articles of a company shall be invalid if its effect in any particular case is to limit the persons to whom, or the times or prices at which, the shareholder may transfer his shares so that there is no reasonable likelihood of the sriareholder being able to sell them within a reasonable time at a fair price.

(3)  A transfer of the shares or debentures of a shareholder or debenture holder of a company made by his trustee in bankruptcy, or by a receiver appointed by or for the benefit of debenture holders, or by the liquidator of a corporate holder, or by the tutor of a minor or of a person who has been interdicted, or by a person appointed by the court, to execute the transfer shall, although the person executing the transfer is not himself a member of the company or a registered holder of the debentures, be as valid as if he had been such a member or registered holder at the time of the execution of the instrument of transfer.

(4)  This section shall apply notwithstanding anything contained in the memorandum or articles of the company, and notwithstanding any thing contained in any trust deed or debenture or any contract or instrument.

(5)  Subsection (1) and (2) of this section shall not apply to a proprietary company.

86. (1) A company shall be under a duty to certificate a transfer of shares or debentures on the presentation to it of a transfer signed by the holder thereof accompanied by delivery to it of the share certificate or debenture in respect of the shares or debentures. A certification shall consist of a statement signed on behalf of the company and written or indorsed on the transfer to the effect that the share certificate or debenture (as the case may be) hos been delivered to or lodged with the company.

(2) The certification by a company of any transfer of shares in or debentures of the company shall betaken 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 the face of them show a prima facie title to the shares or debentures in the transferor named in the transfer, but not as a representation that the transferor has any title to the shares or debentures.

(3) Where any person acts on the faith of a false certification by a company made fraudulently or negligently, the company shall be liable to compensate him for any loss he suffers in consequence thereof.

(4)  A company which has certificated a transfer shall be liable to compensate any person for loss which he suffers in consequence of the company subsequently releasing possession of the share certificate or debenture in respect of which the certification was given, otherwise than on the surrender of the certificated transfer.

(5)  For the purposes of this section-

(a) the certification of an instrument of transfer shall be deemed to be made by a company if—

(i) the person issuing the certification is a person authorised to issue certificated transfers 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 any officer or servant either of the company or of a body corporate so authorised ;

(b) a certification shall be deemed to be signed by any 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 any person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf.

(6) If a company fails to certificate a transfer and to return it to the person requesting certification within seven days after receiving a transfer signed by the holder of the shares or debentures to which the transfer relates and the share certificate or debentures relating to such shares or debentures, tie company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred rupees for each day that the default continues.

87.—(1) Every company shall, within two months after the allotment of any of its shares or debentures, and within two months after the date on which a transfer of any such shares or debentures is presented to the company tor registration, complete and have ready for delivery to the allottee or transferee a proper certificate or debenture for the shares or the debentures allotted or transferred to him.

(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred rupees for each day that the default continues.

(3) If any company on whom a notice has been served requiring the company to make good any default in complying with the provisions of subsection (1) of this section, fails to make good the default within seven days after the service of the notice, the court may, on the application of the person entitled to have a certificate or debenture delivered to him, make an order directing the company and any officer of the company to make good the default within such time as may be specified in the order, and any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company responsible for the default.

(4) The expression "transfer" for the purpose of this section means a transfer in proper form duly s;gned by the transferor and transferee and otherwise valid, and does not include a transfer which the company is for any reason entitled' to refuse to register and does not register or a transfer which the company is forbidden to register by section 76E of the Mortgage and Registration Ordinance.

88. - (1) Notwithstanding anything in the memorandum or articles of a company or in any debenture, debenture trust deed or other contract or instrument, it shall not be lawful for the company to register a transfer of shares in or debentures of the company unless a transfer in proper form and duly signed by the transferor and transferee has been delivered to the company :

Provided that nothing in this section shall prejudice any duty of the company to register as a member or debenture holder of the company any person to whom the ownership of any shares in or debentures of the company has been transmitted by operation of law.

(2)  On the application of the transferor of any share or debenture in a company, the company shall enter in its register of members or debenture holders 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.

(3)  If a company refuses to register a transfer of any shares or debentures, the company shall, within two months after the date on which the transfer was lodged with the company, send to the transferor and the transferee notice of the refusal and of its reasons therefor.

(4)  Notwithstanding anything in the memorandum or articles of a company or in any debenture, debenture trust deed or other contract or instrument a company (other than a proprietary company) shall register the trustee in bankruptcy of a member or debenture holder as a member in respect of the shares or as holder of the debentures of the bankrupt in its register of members or debenture holders (as the case may be) within seven days after he produces to the company satisfactory evidence of his title and requests it to register him as a member or debenture holder.

(5)  If default is made in complying with this section the company and its directors who are in default shall be guilty of an offence punishable by a fine not exceeding one thousand rupees.

(6)  Nothing in this Ordinance shall be taken as affecting the provisions of the Mortgage and Registration Ordinance relating to the transfer of shares.

89.—(1) A certificate issued by a company and signed on its behalf stating that any shares or debentures of the company held by any person shall be prime facie evidence of the title of that person to the shares or debentures.

(2) The registration of a person as a member or debenture holder of a company, or the issue of a share certificate or debenture shall constitute a representation by the company that the person so registered, or the person named in the share certificate or debenture as entitled to the shares or debentures mentioned therein, is entitled to the shares or debentures mentioned in the register or in the share certificate or debenture, and the company shall not be entitled to deny the truth of that representation as against a person who believes it to be true and contracts to acquire the shares or debentures or any interest therein in good faith and for money or moneys worth, and it shall be no defence for the company to show that the registration or the issue of the share certificate or other document was procured by fraud or by the presentation to it of a forged document.

90.—(1) A company may issue bearer share certificates or bearer debentures only if the Financial Secretary grants it permission to do so and no such permission shall be granted to a proprietary company.

(2)  Bearer share certificates and bearer debentures are negotiable instruments, and accordingly the title to the shares or debentures represented by them may be transferred by delivery, and a purchaser for money or money's worth of shares or debentures so represented who has no knowledge of any defect in the title of the person from whom he acquires them, obtains the ownership of the shares or debentures free from the title of and any claim by any former holder.

(3)  A company which issues a bearer share certificate or a bearer debenture shall provide for the payment of dividends or interest by the issue of coupons to bearer,

Such coupons shall also be negotiable instruments and shall be governed by subsection (2).

(4)  Subsections (2) and (3) shall not apply in favour of any person who takes delivery of a bearer share certificate or a bearer debenture in respect of which coupons have been issued for payment of dividends or interest, unless the coupons for dividends or interest not already due at the date of delivery are delivered to him at the same time as the certificate or debenture, but this subsection shall not apply in respect of coupons which have previously been delivered by the holder of the shares or debentures to another person so that he may obtain payment of such dividends or interest for his own benefit or as security for any debt owed to him.

(5)  This section shall apply to renounceable or transferable letters of allotment or acceptance in respect of shares or debentures with the modifications—

(a)   that subsection (2) shall apply only if the letter or instrument of renunciation or transfer forming part of or accompanying the letter of allotment or acceptance has been signed in blank by the allottee ; and

(b)   that the company or person who issues the letter of allotment or acceptance need not provide for the payment of dividends or interest in the manner mentioned in subsection (3);

and for the purpose of this subsection a letter or instrument of renunciation or transfer is signed in blank if it names no person to whom, or in favour of whom, the renunciation or transfer is made.

(6)  The preceding provisions of this section shall not come into operation until a date appointed by the Governor in Council by notice in the Gazette, and accordingly, during the period before sub-sections (1) to (5) come into operation no company may issue bearer share certificates or bearer debentures, and any purported issue of any bearer share certificate or bearer debenture shall be void :

Provided that during such period as aforesaid a company (not being a proprietary company) may, with the permission of the Financial Secretary, issue renounceable or transferable letters of allotment or acceptance which by their express terms cease to be renounceable or transferable not later than six months after the allotment of the shares or debentures in respect of which they are issued, and if any such letters are so issued the provisions of sub-sections (2) to (4) (as modified by sub-section (5)) shall have effect in relation thereto.

91.—(1) If any person falsely and deceitfully personates the holder of any share or debenture in any company, or falsely and deceitfully personates the owner of any bearer share certificate or bearer debenture or coupon for dividend or interest, issued in pursuance of this Ordinance, and thereby obtains or endeavours to obtain any such share or debenture, or such bearer share certificate, bearer debenture, or coupon, or receives or endeavours to receive any money due to any such holder or owner, as if the offender were the true and lawful owner thereof, he shall be guilty of an offence punishable by imprisonment for not more than ten years.