Companies Act 2014


Restriction on transfer of shares

1045. F711[(1)] Section 95(2) shall not apply in respect of a transfer of shares in a PLC where those shares fall within a class of securities the evidencing and transfer of title to which is for the time being governed by, as appropriate—

(a) regulations under section 1086, or

(b) for so long as they remain in force (including for any period as they may stand amended by regulations under section 1086), the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996).

F711[(2) Save where the constitution of the company provides otherwise, the directors of the company may decline to register—

(a) the transfer of a share (not being a fully paid share) to a person of whom they do not approve,

(b) the transfer of a share on which the company has a lien, or

(c) the transfer of a share which, in their opinion, may—

(i) imperil or prejudicially affect the status of the company in the State,

(ii) imperil any tax relief or rebate to which the members of the company are entitled, or

(iii) involve the company in the payment of any additional stamp duty or other duty on any conveyance of any property made, or to be made, to the company.]




Inserted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 23(a), (b), S.I. No. 335 of 2022.