The Uncertificated Securities Regulations 2001
PART 1CITATION, COMMENCEMENT, AND INTERPRETATION
1Citation and commencement
2Purposes and basic definition
3Interpretation
PART 2THE OPERATOR
APPROVAL AND COMPLIANCE
4Applications for approval
5Grant and refusal of approval
6Fees charged by the Treasury
SUPERVISION
7Withdrawal of approval
8Compliance orders and directions
9Injunctions and restitution orders
10Provision of information by Operators
11Delegation of Treasury functions
12International obligations
13Prevention of restrictive practices
PART 3PARTICIPATING SECURITIES
PARTICIPATION BY ISSUERS
14Participation in respect of shares
15This regulation applies to a class of shares if the...
16(1) This regulation applies to a class of shares if...
17(1) A class of shares in relation to which, immediately...
18Interpretation of regulations 15, 16 and 17
19Participation in respect of securities other than shares
KEEPING OF REGISTERS AND RECORDS
20Entries on registers and records in respect of shares
21Entries on registers and records in respect of public sector securities
22Entries on registers and records in respect of other securities
23General provisions concerning keeping registers and records
24Effect of entries on registers
25Rectification of registers of securities
26Closing registers
27Registration by an Operator of transfers of securities
28Registration by a participating issuer of transfers of securities upon conversion into certificated form
29Registration to be in accordance with regulations 27 and 28
30Registration of linked transfers
31Position of a transferee prior to entry on an issuer register of securities
CONVERSIONS AND NEW ISSUES
32Conversion of securities into certificated form
33Conversion of securities into uncertificated form
34New issues in uncertificated form
PART 4DEMATERIALISED INSTRUCTIONS ETC.
35Properly authenticated dematerialised instructions, etc.
36Liability for forged dematerialised instructions, induced amendments to Operator registers of securities, and induced Operator-instructions
PART 5MISCELLANEOUS AND SUPPLEMENTAL
MISCELLANEOUS
37Construction of references to transfers etc.
38Certain formalities and requirements not to apply
39Fees charged by Operators
40Trusts, trustees and personal representatives etc.
41Notices of meetings etc.
42Notices to minority shareholders
31Irrevocable powers of attorney
44Actual notice
45Participating securities issued in uncertificated form
DEFAULTS AND CONTRAVENTIONS
46Breaches of statutory duty
47Liability of officers for contraventions
48Exemption from liability
NORTHERN IRELAND
49Application to Northern Ireland
TRANSITORY PROVISIONS, AMENDMENTS AND REVOCATIONS
50Transitory provisions
51Minor and consequential amendments
52Revocations
SCHEDULE 1REQUIREMENTS FOR APPROVAL OF A PERSON AS OPERATOR
Arrangements and resources
1An Operator must have adequate arrangements and resources for the...
Financial resources
2An Operator must have financial resources sufficient for the proper...
Promotion and maintenance of standards
3An Operator must be able and willing to promote and...
Operation of the relevant system
4(1) Except in the circumstances referred to in subparagraph (2),...
System security
5(1) A relevant system must be so constructed and operate...
System capabilities
6A relevant system must ensure that the Operator-system can send...
7Before an Operator registers a transfer of title to uncertificated...
8Before an Operator-instruction to a participating issuer to register a...
9A relevant system must enable an Operator to comply with...
10A relevant system must maintain adequate records of all dematerialised...
11A relevant system must— (a) enable each system-member to obtain...
12A relevant system must be able to permit each participating...
13A relevant system must be able to establish, where there...
14A relevant system must ensure that the Operator-system is able...
15A relevant system must— (a) enable a system-member—
16For the purposes of paragraph 15(a)(ii), once authority is granted...
17Nothing in paragraph 15 or 16 shall be taken, in...
18A relevant system must enable system-members— (a) to change the...
19Paragraph 18 shall not apply to any wholly dematerialised security....
Operating procedures
20A relevant system must comprise procedures which provide that it...
21(1) Subject to subparagraphs (2) to (5), a relevant system...
22(1) Subject to subparagraph (2), a relevant system must comprise...
23A relevant system must comprise procedures which ensure that, where...
24A relevant system must comprise procedures which—
Rules and Practices
25An Operator’s rules and practices— (a) must bind system-members and...
26An Operator’s rules and practices must require—
27An Operator must have rules which require system-users and former...
SCHEDULE 2PREVENTION OF RESTRICTIVE PRACTICES
Examination of rules and practices
1(1) The Treasury shall not approve a person as Operator...
Modification of paragraph 1 where delegation order is made
2(1) This paragraph applies instead of paragraph 1 where the...
Reports by the Director General of Fair Trading
3(1) The Treasury shall before deciding— (a) whether to refuse...
Investigations by the Director General of Fair Trading
4(1) For the purpose of investigating any matter with a...
Exemptions from the Fair Trading Act 1973
5(1) For the purpose of determining whether a monopoly situation...
Exemptions from the Competition Act 1998
6(1) The Chapter I prohibition does not apply to —...
Supplementary provisions
7(1) Any direction given under this Schedule shall, on the...
SCHEDULE 3PROCEDURE FOR REFUSAL OR WITHDRAWAL OR APPROVAL AS AN OPERATOR, OR FOR GIVING DIRECTIONS, ETC.
1Before— (a) refusing an application for approval as an Operator...
2A notice under paragraph 1 shall— (a) state why the...
3Before the end of the period for making representations—
4The period for making representations is— (a) two months beginning—...
5In deciding whether to refuse the application, withdraw the approval,...
6When the Treasury have decided whether to refuse the application,...
7If the Treasury consider it essential to do so, they...
8If the Treasury have, in relation to a particular matter,...
SCHEDULE 4KEEPING OF REGISTERS AND RECORDS OF PARTICIPATING SECURITIES
Interpretation
1In this Schedule— “uncertificated shares” means shares title to which...
2(1) Every participating issuer which is a company shall enter...
3Section 352A of the 1985 Act shall apply to a...
4(1) In relation to every participating issuer which is a...
Records of uncertificated shares
5(1) Every participating issuer which is a company shall enter...
Location of issuer register of members and records of uncertificated shares, and ancillary matters
6(1) Subject to subparagraph (2), a company’s issuer register of...
7(1) Every participating issuer which is a company having more...
8Section 355 of the 1985 Act shall apply to a...
9Section 356 of, and paragraph 25 of Schedule 13 to,...
10Where under paragraph 6(1)(b), a company’s issuer register of members...
11Where, under section 359 of the 1985 Act, the court...
Registers of public sector securities
12(1) Where an Operator of a relevant system is required...
Records of uncertificated public sector securities
13(1) The participating issuer shall enter in a record of...
Registers of corporate securities
14(1) Where an Operator of a relevant system is required...
Records of uncertificated corporate securities
15(1) A participating issuer shall enter in a record of...
Miscellaneous
16(1) Every register which an Operator is required to maintain...
17(1) An entry in a register of securities or in...
18Sections 722 and 723(1) and (2) of the 1985 Act...
19(1) Such sanctions as apply to a company and its...
20An officer of a participating issuer shall be in default...
21An officer of an Operator shall be in default in...
SCHEDULE 5ADAPTATIONS IN RESPECT OF NORTHERN IRELAND
SCHEDULE 6TRANSITORY PROVISIONS
1Prior to the day on which section 19 of the...
2The definition of “securities” in Regulation 3(1) shall be modified...
3Regulation 5 shall be modified by the substitution for paragraph...
4Regulation 7 shall be modified by— (a) the insertion in...
5Regulation 8 shall be modified by— (a) the substitution for...
6In Regulation 9— (a) paragraph (7) shall be modified by...
7Regulation 11(1) shall be modified to read—
8In paragraph 5(7) of Schedule 1— (a) paragraph (a) of...
9Schedule 2 shall be modified by— (a) the substitution for...
SCHEDULE 7MINOR AND CONSEQUENTIAL AMENDMENTS
Part 1Primary Legislation
The National Debt Act 1870
1In section 3 of the National Debt Act 1870, for...
The National Debt (Stockholders Relief) Act 1892
2In subsection (1) of section 2 of the National Debt...
The Finance (No. 2) Act 1915
3In section 48 of the Finance (No. 2) Act 1915—...
The Finance Act 1916
4In section 67 of the Finance act 1916—
The Finance Act 1949
5In section 48 of the Finance Act 1949—
The Finance (No. 2) Act 1975
6In section 73 of the Finance (No. 2) Act 1975—...
The Companies Act 1985
7In subsection (1)(b) of section 182 of the 1985 Act,...
8In subsection (1) of section 183 of that Act, after...
9In section 209(9B)(b) of the 1985 Act, for “Uncertificated Securities...
10In subsection (4) of section 380 of the 1985 Act,...
The Financial Services Act 1986
11In subsection (1) of section 180 of the 1986 Act,...
12In the 1986 Act, in— (c) paragraph 16A(a) of Schedule...
The Banking Act 1987
13In the Banking Act 1987, in— (a) paragraph 11B in...
Part 2Subordinate Legislation
The Government Stock Regulations 1965
14In the 1965 Regulations— (a) in regulation 1(3), for “Subject...
The Local Authority (Stocks and Bonds) Regulations 1974
15In the 1974 Regulations— (a) in regulation 1(3)—
The Exchange of Securities (General) Rules 1979
16In the Exchange of Securities (General) Rules 1979—
The Companies (Registers and other Records) Regulations 1985
17In the Companies (Registers and other Records) Regulations 1985—
The Stamp Duty Reserve Tax Regulations 1986
18In the Stamp Duty Reserve Tax Regulations 1986, in the...
The Companies (Registers and other Records) Regulations (Northern Ireland) 1986
19In the Companies (Registers and Records) Regulations (Northern Ireland) 1986...
The Financial Markets and Insolvency Regulations 1996
20In the Financial Markets and Insolvency Regulations 1996—
The Stock Transfer (Addition and Substitution of Forms) Order 1996
21In the Stock Transfer (Addition and Substitution of Forms) Order...
The Financial Services Act 1986 (Exemption) Order 1996
22In the Financial Services Act 1986 (Exemption) Order 1996, in...
The Stamp Duty Reserve Tax (UK Depository Interests In Foreign Securities) Regulations 1999
23In the Stamp Duty Reserve Tax (UK Depository Interests in...
The Open-Ended Investment Companies Regulations 2001
24In the Open-Ended Investment Companies Regulations 2001—

Draft Regulations laid before Parliament under section 207(9) of the Companies Act 1989, for approval by resolution of each House of Parliament.

2001 No.

COMPANIES

The Uncertificated Securities Regulations 2001

Made

Coming into force

Whereas a draft of these Regulations has been approved by resolution of each House of Parliament

Now, therefore, the Treasury, in exercise of the powers conferred by section 207 of the Companies Act 19891 and now vested in them2, and of all other powers enabling them in that behalf, hereby to make the following Regulations: