The Uncertificated Securities Regulations 2001

Location of issuer register of members and records of uncertificated shares, and ancillary matters U.K.

6.—(1) Subject to subparagraph (2), a company’s issuer register of members and its record of uncertificated shares shall be [F1 kept available for inspection] at its registered office [F2 or at a place specified in regulations made under section 1136 of the 2006 Act] U.K.

F3 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

but the issuer register of members must not be [F1 kept available for inspection], in the case of a company registered in England and Wales, at any place elsewhere than in England and Wales or, in the case of a company registered in Scotland, at any place elsewhere than in Scotland.

(2) A company’s issuer register of members and its record of uncertificated shares shall at all times be [F1 kept available for inspection] at the same place.

(3) Subject as follows, every participating issuer which is a company shall send notice F4 ... to the registrar of companies of the place where its issuer register of members and its record of uncertificated shares are [F1 kept available for inspection], and of any change in that place, provided that any notice sent by such a company in accordance with [F5 section 114(2) of the 2006 Act], and which has effect on the coming into force of these Regulations, shall be treated as being a notice sent in compliance with this subparagraph.

(4) The notice need not be sent if the issuer register of members and the record of uncertificated shares have at all times since they came into existence been [F1 kept available for inspection] at the company’s registered office.

(5) Subject to subparagraph (6), [F6 section 114 of the 2006 Act] shall not apply to a company which is a participating issuer.

(6) [F7 Section 114 (6) of the 2006 Act] shall apply to a participating issuer which is a company which makes default in complying with subparagraph (2) at any time, or makes default for 14 days in complying with subparagraph (3), and every officer of it who is in default as if such a default were a default in complying with [F7 section 114(2)] of that Act.

Textual Amendments

F1 Words in Sch. 4 para. 6 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(g)

F2 Words in Sch. 4 para. 6(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(h)(i)

F3 Sch. 4 para. 6(1)(a)(b) omitted (1.10.2009) by virtue of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(h)(ii)

F4 Words in Sch. 4 para. 6(3) omitted (1.10.2009) by virtue of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(i)

F5 Words in Sch. 4 para. 6(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(i)

F6 Words in Sch. 4 para. 6(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(j)

F7 Words in Sch. 4 para. 6(6) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(k)

Commencement Information

I1 Sch. 4 para. 6 in force at 26.11.2001, see reg. 1

7.—(1) Every participating issuer which is a company having more than 50 members shall, unless the particulars required by paragraph 2(1) to be entered in the issuer register of members are kept in such a form as to constitute in themselves an index, keep an index of the names of the members of the company and shall, within 14 days after the date on which any alteration is made in the issuer register of members or the Operator register of members, make any necessary alteration in the index. U.K.

(2) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the issuer register of members and, in the case of a member who holds uncertificated shares in the company, in the record of uncertificated shares, to be readily found.

(3) The index shall be at all times [F8 kept available for inspection] at the same place as the issuer register of members and the record of uncertificated shares.

(4) Subject to subparagraph (5), [F9 section 115 of the 2006 Act] shall not apply to a company which is a participating issuer.

(5) [F10 Section 115(5) and (6)] of the 1985 Act shall apply to a participating issuer which is a company which makes default in complying with this paragraph and every officer of it who is in default as if such a default were a default in complying with [F10 section 115] of that Act.

Textual Amendments

F8 Words in Sch. 4 para. 7(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(l)

F9 Words in Sch. 4 para. 7(4) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(m)

F10 Words in Sch. 4 para. 7(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(n)

Commencement Information

I2 Sch. 4 para. 7 in force at 26.11.2001, see reg. 1

8.   [F11 Section 122 of the 2006 Act] shall apply to a company which is a participating issuer as if references in that section to the company’s register of members were references instead to its issuer register of members.

Textual Amendments

F11 Words in Sch. 4 para. 8 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(o)

Commencement Information

I3 Sch. 4 para. 8 in force at 26.11.2001, see reg. 1

9.   [F12 Sections 115 to 118 of the 2006 Act] shall apply to a company which is a participating issuer as if—

(a) references in those provisions to the company’s register of members were references to its issuer register of members and its record of uncertificated shares; and

(b) references in [F13 section 116] to the company’s [F14 index of members’ names] were references to the index required to be kept by paragraph 7,

and references to [F15 the 2006 Act in the Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 and the Companies (Fees for Inspection and Copying of Company Records) Regulations 2008] shall be construed accordingly.

Textual Amendments

F12 Words in Sch. 4 para. 9 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(p)

F13 Words in Sch. 4 para. 9(b) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(q)(i)

F14 Words in Sch. 4 para. 9(b) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(q)(ii)

F15 Words in Sch. 4 para. 9 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(r)

Commencement Information

I4 Sch. 4 para. 9 in force at 26.11.2001, see reg. 1

10.  Where under [F16 paragraph 6(1)], a company’s issuer register of members and record of uncertificated shares is [F17 kept available for inspection] at the office of some person other than the company, and by reason of any default of his the company fails to comply with— U.K.

• paragraph 6(2) (record of uncertificated shares to be [F17 kept available for inspection] with issuer register of members);

• paragraph 6(3) (notice to registrar);

• paragraph 7(3) (index to be [F17 kept available for inspection] with issuer register of members and record of uncertificated shares); or

• [F18 section 116 of the 2006 Act (rights to inspect and require copies)],

or with any requirement of [F19 the 2006 Act] as to the production of the register of members or any part thereof, that other person is liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under [F20 section 118(3) of the 2006 Act] extends to the making of orders against that other and his officers and servants.

Textual Amendments

F16 Words in Sch. 4 para. 10 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(s)(i)

F17 Words in Sch. 4 para. 10 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(s)(v)

F18 Words in Sch. 4 para. 10 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(s)(ii)

F19 Words in Sch. 4 para. 10 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(s)(iii)

F20 Words in Sch. 4 para. 10 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(s)(iv)

Commencement Information

I5 Sch. 4 para. 10 in force at 26.11.2001, see reg. 1

11.  Where, under [F21 section 125 of the 2006 Act], the court orders rectification of the register of members of a company which is a participating issuer, it shall not order the payment of any damages under subsection (2) of that section to the extent that such rectification relates to the company’s Operator register of members and does not arise from an act or omission of the Operator on the instructions of that company or from fraud or other wilful default, or negligence, on the part of that company. U.K.

Textual Amendments

F21 Words in Sch. 4 para. 11 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(21)(t)

Commencement Information

I6 Sch. 4 para. 11 in force at 26.11.2001, see reg. 1