(1)Section 1 shall have effect in relation to the transfer of any securities to which that section applies notwithstanding anything to the contrary in any enactment or instrument relating to the transfer of those securities; but nothing in that section affects—
(a)any right to refuse to register a person as the holder of any securities on any ground other than the form in which those securities purport to be transferred to him; or
(b)any enactment or rule of law regulating the execution of documents by companies or other bodies corporate, or any articles of association or other instrument regulating the execution of documents by any particular company or body corporate.
(2)Subject to the provisions of this section, any enactment or instrument relating to the transfer of securities to which section 1 applies shall, with any necessary modifications, apply in relation to an instrument of transfer authorised by that section as it applies in relation to an instrument of transfer to which it applies apart from this sub-section; and without prejudice to the generality of the foregoing provision,[F1 the references to an instrument of transfer in section 775 of the Companies Act 2006 (certification of instrument of transfer)] shall be construed as including a reference to a brokers transfer.
(3)In relation to the transfer of securities by means of a stock transfer and a brokers transfer—
(a)any reference in any enactment or instrument (including in particular[F2section 770(1)(a) of the Companies Act 2006 (registration of transfer)]F3. . . ) to the delivery or lodging of an instrument (or proper instrument) of transfer shall be construed as a reference to the delivery or lodging of the stock transfer and the brokers transfer;
(b)any such reference to the date on which an instrument of transfer is delivered or lodged shall be construed as a reference to the date by which the later of those transfers to be delivered or lodged has been delivered or lodged; and
(c)subject to paragraphs (a) and (b), the brokers transfer (and not the stock transfer) shall be deemed to be the conveyance or transfer for the purposes of the enactments relating to stamp duty.
F1Words in s. 2(2) substituted (6.4.2008) by virtue of Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b), Sch. 1 para. 38(a) (with arts. 6, 11, 12)
F2Words in s. 2(3)(a) substituted (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b), Sch. 1 para. 38(b) (with arts. 6, 11, 12)