Companies Act 2014

94.

Transfer of shares and debentures

94. (1) Subject to any restrictions in the company’s constitution and this section, a member may transfer all or any of his or her shares in the company by instrument in writing in any usual or common form or any other form which the directors of the company may approve.

(2) The instrument of transfer of any share shall be executed by or on behalf of the transferor, save that if the share concerned (or one or more of the shares concerned) is not fully paid, the instrument shall be executed by or on behalf of the transferor and the transferee.

(3) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.

(4) A company shall not register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company.

(5) Nothing in subsection (4) shall prejudice any power of the company to register as shareholder or debenture holder, any person to whom the right to any shares in, or debentures of the company, has been transmitted by operation of law.

(6) A transfer of the share or other interest of a deceased member of a company made by his or her personal representative shall, although the personal representative is not himself or herself a member of the company, be as valid as if the personal representative had been such a member at the time of the execution of the instrument of transfer.

(7) On 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.

(8) Save to the extent that a company’s constitution regulates the execution of instruments by any particular company or other body corporate, this section is without prejudice to the Stock Transfer Act 1963.

Annotations

Modifications (not altering text):

C11

Application of subs. (4) restricted (29.01.2020) by Migration of Participating Securities Act 2019 (50/2019), ss. 4(2), 11(3)(a), S.I. No. 26 of 2020.

Migration of securities by participating issuers

4. (1) A participating issuer may consent to a migration, in accordance with this Act, of those of the participating securities in the issuer that are shares (referred to subsequently in this Act as “relevant participating securities”), subject to—

(a) a special resolution, as specified in subsection (1) of section 5 and which satisfies subsection (2) of that section, having been passed by the participating issuer, and

(b) each of the following—

(i) the conditions specified in section 5 (5) in relation to that resolution and the condition specified in section 6 (4),

(ii) section 6 (1), and

(iii) section 198 of the Act of 2014 (as applied by section 9), having been satisfied or complied with by the participating issuer.

(2) Subsection (1) shall have effect notwithstanding section 94(4) of the Act of 2014 (as applied by Part 17 or any other Part of that Act) or anything in the participating issuer’s constitution.

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Migration of relevant participating securities

11. (1) Subsection (2) shall apply if each of the following—

(a) a statement referred to in subsection (1) of section 10, and

(b) a copy of such a statement as is referred to in subsection (3) of that section,

has, in accordance with subsections (1) and (2) or, as the case may be, subsection (3) of that section, been furnished to the Registrar of Companies or the Listing Authority, as appropriate, by a participating issuer.

(2) Where this subsection applies, the migration of the relevant participating securities in the participating issuer shall, by virtue of this subsection, take effect on and from the live date.

(3) Without prejudice to the generality of section 3 (2)—

(a) notwithstanding section 94(4) of the Act of 2014, section 2 (1) of the Stock Transfer Act 1963 or any other enactment, with respect to the migration referred to in subsection (2), a written instrument of transfer shall not be necessary to transfer title to—

(i) the relevant participating securities to the nominated central securities depository (or, as the case may be, to the body nominated, as referred to in section 3 (2)(a), by the nominated central securities depository with respect to its operations as a central securities depository) from any holder of the rights or interests in the securities referred to in section 3 (3)(b), or

(ii) any of the relevant participating securities from the settlement system operated by the nominated central securities depository (or, as the case may be, from the foregoing body nominated by that depository) to any holder of the rights or interests in the securities referred to in section 3 (3)(b),

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