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Companies Act, 1973 (Act No. 61 of 1973)

Uncertificated Securities Regulations, 1999

Schedule

3. Duties of company

 

 

1) A company which has been instructed to convert certificated securities into uncertificated securities-
a) must ensure that the documents and instruction lodged with it, comply with the rules of the central securities depository;
b) must ensure that the documents of title and other information relating to the certificated securities correspond to the particulars contained in the register of members;
c) must ensure that-
i) the distinguishing number recorded in terms of section 95 of the Act is valid;
ii) the distinguishing number represents the document of title evidencing the entitlement of the person who has given the instruction to convert;
iii) a document of title relating to the certificated securities is valid and has not been cancelled or recorded by the company as lost or stolen;
iv) the number of certificated securities to which a document of title relates does not exceed the holding allocated to the member concerned in the register of members;
d) must verify that the document of title relating to the certificated securities has, on the face of it, been validly issued by the company;
e) may not act on an instruction to convert if it has reason to doubt the validity of the instruction or the document of title relating to the certificated securities.

 

2) A company must, after it has accepted an instruction to convert certificated securities into uncertificated securities-
a) record in the register of members the date on which the securities are converted;
b) indicate clearly on the face of the document of title relating to the securities that the securities have been converted;
c) reflect the converted securities as uncertificated securities in its register of members.

 

3) A company must, after certificated securities have been converted in terms of subregulation (2), instruct the participant appointed by the member, or in the absence of such a participant, a participant appointed by the company which has agreed with the company to hold the securities on behalf of the member, to enter in a subregister the number of uncertificated securities and the name of the member as it appeared in the company's register of members before the conversion took place.

 

4) Except in accordance with section 91A(7) of the Act or a court order, a company may not require a participant to remove or change the particulars of uncertificated securities from or in a subregister and a company may not reduce the balance of uncertificated securities recorded in its register of members.

 


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