The Uncertificated Securities Regulations 2001

Part 1 Primary Legislation

The National Debt Act 1870

1.  In section 3 of the National Debt Act 1870(1), for the definition of “Stockholder” there shall be substituted—

““Stockholder” means a person holding stock, being entered as such in—

(a)

a register kept by the Bank of England or the Bank of Ireland under regulation 1 of the Government Stock Regulations 1965; or

(b)

a register kept by the Operator of a relevant system under the Uncertificated Securities Regulations 2001 (and “Operator” and “relevant system” shall have the same meanings as they have in those Regulations):”.

The National Debt (Stockholders Relief) Act 1892

2.  In subsection (1) of section 2 of the National Debt (Stockholders Relief) Act 1892(2), for the word “inscribed” there shall be substituted “entered in a relevant register”.

The Finance (No. 2) Act 1915

3.  In section 48 of the Finance (No. 2) Act 1915(3)—

(a) after “Director of Savings,” there shall be inserted “to the Operator of any relevant system”; and

(b) after “by that person” there shall be inserted “; and in this section “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001”.

The Finance Act 1916

4.  In section 67 of the Finance Act 1916(4)—

(a) after “Director of Savings,” there shall be inserted “the Operator of any relevant system”; and

(b) at the end of that section there shall be added “; and in this section “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001”.

The Finance Act 1949

5.  In section 48 of the Finance Act 1949(5)—

(a) in subsection (1), after “Bank of England” where it first appears there shall be inserted “or the Operator of any relevant system”;

(b) in the proviso to subsection (1)—

(i) for “the Bank of England shall not” there shall be substituted “neither the Bank of England nor any such Operator shall”; and

(ii) for “to the Bank” there shall be substituted “to the Bank, or to that Operator as the case may be,”;

(c) in subsection (2), after “Bank of England” there shall be inserted “or the Operator, as the case may be,”; and

(d) after subsection (4) the following subsection shall be added—

“(5) In this section, “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001.”.

The Finance (No. 2) Act 1975

6.  In section 73 of the Finance (No. 2) Act 1975(6)—

(a) in subsection (4), after “means” in the definition of “the Bank” there shall be inserted “(subject to subsection (4A))”; and

(b) after subsection (4) the following subsection shall be added—

“(4A) In the case of units of stock which are recorded on a register kept by the Operator of a relevant system—

(a) the reference to the Bank in subsection (1) so far as it relates to paragraph (c) of that subsection; and

(b) the references to the Bank in subsections (2) and (3) so far as they apply for the purposes of that paragraph,

shall be taken to be references to that Operator; and in this subsection “Operator” and “relevant system” have the same meanings as in the Uncertificated Securities Regulations 2001.”.

The Companies Act 1985

7.  In subsection (1)(b) of section 182 of the 1985 Act, after “simplified process)” there shall be inserted “and to regulations made under section 207 of the Companies Act 1989 (which enable title to securities to be evidenced and transferred without a written instrument).”.

8.  In subsection (1) of section 183 of that Act, after “Stock Transfer Act 1982” there shall be inserted “or is in accordance with regulations made under section 207 of the Companies Act 1989.”.

9.  In section 209(9B)(b) of the 1985 Act, for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

10.  In subsection (4) of section 380 of the 1985 Act, after paragraph (k) the following paragraphs shall be added—

“(l) a resolution of the directors passed by virtue of regulation 16(2) of the Uncertificated Securities Regulations 2001 (which allows title to a company’s shares to be evidenced and transferred without written instrument); and

(m) a resolution of a company passed by virtue of regulation 16(6) of the Uncertificated Securities Regulations 2001 (which prevents or reverses a resolution of the directors under regulation 16(2) of those Regulations).”.

The Financial Services Act 1986

11.  In subsection (1) of section 180 of the 1986 Act, after paragraph (n) the following paragraph shall be added—

“(nn) to an Operator approved under the Uncertificated Securities Regulations 2001 if the information is necessary to ensure the proper functioning of a relevant system within the meaning of those Regulations in relation to defaults and potential defaults by market-participants;”.

12.  In the 1986 Act, in—

(a) paragraph 16A(a) of Schedule 1;

(b) Note (3) to that paragraph; and

(c) subparagraph (5B)(a) of paragraph 18 of Schedule 1,

for “Uncertificated Securities Regulations 1995” in each place where it occurs there shall be substituted “Uncertificated Securities Regulations 2001”.

The Banking Act 1987

13.  In the Banking Act 1987(7), in—

(a) paragraph 11B in the first column of the Table in section 84(1);

(b) section 84(11)(e),

for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

(1)

1870 c. 71.

(2)

1892 c. 39; section 2 was substituted by section 108(1) of the Finance Act 1997 (c. 16).

(3)

1915 c. 89; the relevant amendment to section 48 was made by section 108(1) of the Post Office Act 1969 (c. 48).

(4)

1916 c. 24; section 67 was amended by section 108(1) of the Post Office Act 1969.

(5)

1949 c. 47.

(6)

1975 c. 45.

(7)

1987 c. 22; relevant amending instrument is S.I. 1996/1669.