The Risk Transformation Regulations 2017

Share certificates

110.—(1) A protected cell company must prepare share certificates in accordance with this regulation except where—

(a) the protected cell company’s instrument of incorporation states that share certificates will not be issued and contains provisions as to other procedures for evidencing a person’s entitlement to shares; or

(b) a person has indicated to the protected cell company in writing that the person does not wish to receive a share certificate.

(2) A protected cell company must prepare share certificates in respect of—

(a) any new shares issued on behalf of the core or a cell;

(b) shares transferred by a transferor to the transferee;

(c) shares retained by a person transferring part of a shareholding to a transferee;

(d) shares for which a certificate has already been issued but where it appears to the protected cell company that the share certificate needs to be replaced as a result of it having been lost, stolen, destroyed or having become damaged or worn out.

(3) A protected cell company must ensure that share certificates prepared in accordance with paragraph (1) are ready for delivery before the end of a period of 2 months beginning with the following day—

(a) in a case falling within sub-paragraph (a) of paragraph (2), the day on which the shares were issued;

(b) in a case falling within sub-paragraph (b) or (c) of paragraph (2), the day on which the transfer documents (within the meaning given by regulation 120) are received by the protected cell company;

(c) in a case falling within (d) of paragraph (2), the day on which it first appears to the protected cell company that the share certificate needs to be replaced.

(4) Certificates need to be prepared in the circumstances referred to in sub-paragraphs (c) and (d) of paragraph (2) only if the protected cell company has received—

(a) a request for a new certificate;

(b) the old certificate (if there is one);

(c) such indemnity as the protected cell company may require; and

(d) such reasonable sum as the protected cell company may require in respect of the expenses incurred by it in complying with the request.