39. (1) Subject to subsection (3), to Bank regulations and conditions imposed under section 27, an ICAV shall prepare and have ready for delivery the certificates of all shares and debentures allotted or transferred, in accordance with its instrument of incorporation.

(2) In subsection (1) “transfer” means a transfer that is (where appropriate) duly stamped and is otherwise valid, and does not include such a transfer as the ICAV is, for any reason, entitled to refuse to register and does not register.

(3) Subsection (1) does not require an ICAV to prepare share certificates in the following circumstances:

(a) where the ICAV’s instrument of incorporation states that share certificates will not be issued and contains provision for the issue of written confirmations of entry in the register of members;

(b) where the shareholder has indicated to the ICAV in writing that the shareholder does not wish to receive a certificate.

(4) If an ICAV fails to comply with subsection (1) the ICAV and any officer of it who is in default commits a category 3 offence.