PART 4Protected Cell Companies
CHAPTER 9Shares and shareholders
SECTION 3Share certificates
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.
Contents of share certificate
111.—(1) Each share certificate prepared by a protected cell company must state—
(a)whether the shares are issued on behalf of the core or a cell of the protected cell company;
(b)if the shares are issued on behalf of a cell, the name or number of the cell;
(c)whether the shares are voting shares or non-voting shares;
(d)the number of shares to which title is evidenced by the share certificate;
(e)where the share belongs to a particular class of shares, the class of shares to which title is evidenced by the share certificate;
(f)any restrictions on the transferability of the shares; and
(g)the name of the holder.
(2) Where, in respect of any class of shares, the rights that attach to shares of that class are expressed in two denominations, the reference in sub-paragraph (d) of paragraph (1) to the number of shares is a reference to—
where—
N is the relevant number of the larger denomination shares of the class in question;
n is the relevant number of the smaller denomination shares of the class in question;
p is the number of smaller denomination shares of the class in question that are equivalent to one larger denomination share of that class.
Evidence of title
112. A share certificate specifying any shares held by a person is, unless the contrary is shown, sufficient evidence of that person’s title to the shares provided the share certificate is—
(a)issued under the common seal of the protected cell company;
(b)in England and Wales, and Northern Ireland, authenticated in accordance with regulation 66; or
(c)in Scotland, subscribed by the protected cell company in accordance with the Requirements of Writing (Scotland) Act 1995(1).