{
  "url": "https://openlegislation.uk/companies-model-articles-regulations-2008/schedule-3/paragraph-50",
  "json_url": "https://openlegislation.uk/companies-model-articles-regulations-2008/schedule-3/paragraph-50.json",
  "legislation": "uksi/2008/3229",
  "legislation_title": "The Companies (Model Articles) Regulations 2008",
  "legislation_url": "https://openlegislation.uk/companies-model-articles-regulations-2008",
  "path": "schedule/3/paragraph/50",
  "kind": "paragraph",
  "number": "50",
  "heading": "Uncertificated shares",
  "text": "(1) In this article, “the relevant rules” means—\n(a) any applicable provision of the Companies Acts about the holding, evidencing of title to, or transfer of shares other than in certificated form, and\n(b) any applicable legislation, rules or other arrangements made under or by virtue of such provision.\n(2) The provisions of this article have effect subject to the relevant rules.\n(3) Any provision of the articles which is inconsistent with the relevant rules must be disregarded, to the extent that it is inconsistent, whenever the relevant rules apply.\n(4) Any share or class of shares of the company may be issued or held on such terms, or in such a way, that—\n(a) title to it or them is not, or must not be, evidenced by a certificate, or\n(b) it or they may or must be transferred wholly or partly without a certificate.\n(5) The directors have power to take such steps as they think fit in relation to—\n(a) the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares);\n(b) any records relating to the holding of uncertificated shares;\n(c) the conversion of certificated shares into uncertificated shares; or\n(d) the conversion of uncertificated shares into certificated shares.\n(6) The company may by notice to the holder of a share require that share—\n(a) if it is uncertificated, to be converted into certificated form, and\n(b) if it is certificated, to be converted into uncertificated form,\nto enable it to be dealt with in accordance with the articles.\n(7) If—\n(a) the articles give the directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares, and\n(b) uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,\nthe directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.\n(8) In particular, the directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it.\n(9) Unless the directors otherwise determine, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.\n(10) A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "I",
      "label": "I1",
      "text": "Sch. 3 art. 50 in force at 1.10.2009, see reg. 1"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2008/3229/schedule/3/paragraph/50",
    "retrieved_at": "2026-10-29T03:20:04.243060+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}