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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part E : Securities registration and transfer

51. Registration and transfer of certificated securities

 

 

1) A certificate evidencing any certificated securities of a company
a) must state on its face—
i) the name of the issuing company;
ii) the name of the person to whom the securities were issued;
iii) the number and class of shares and the designation of the series, if any, evidenced by that certificate; and
iv) any restriction on the transfer of the securities evidenced by that certificate,

subject to item 6(4) of Schedule 5;

b) must be signed by two persons authorised by the company’s board; and
c) is proof that the named security holder owns the securities, in the absence of evidence to the contrary.

 

2) A signature contemplated in subsection (1)(b) may be affixed to or placed on the certificate by autographic, mechanical or electronic means.

 

3) A certificate remains valid despite the subsequent departure from office of any person who signed it.

 

4) If, as contemplated in section 50(5), all of a company’s shares rank equally for all purposes, and are therefore not distinguished by a numbering system—
a) each certificate issued in respect of those shares must be distinguished by a numbering system; and
b) if the share has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding holder of the share in succession to be identified.

 

5) Subject to subsection (6), a company must enter in its securities register every transfer of any certificated securities, including in the entry—
a) the name and address of the transferee;
b) the description of the securities, or interest transferred;
c) the date of the transfer; and
d) the value of any consideration still to be received by the company on each share or interest, in the case of a transfer of securities contemplated in section 40(5) and (6).

 

6) A company may make an entry contemplated in subsection (5) only if the transfer—
a) is evidenced by a proper instrument of transfer that has been delivered to the company; or
b) was effected by operation of law.