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The Uncertificated Securities Regulations 2001

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2001, ISBN 0110387449

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

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

COMPANIES

Made 2001

Coming into force 26th November 2001

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 1989f1 and now vested in themf2, and of all other powers enabling them in that behalf, hereby to make the following Regulations:

Annotations to the whole text

Footnotes

f1

1989 c. 40; section 207 was amended by the Bank of England Act 1998, section 35.

f2

By the Transfer of Functions (Financial Services) Order 1992 (S.I. 1992/1315).

Contents

  1. Part 1: CITATION, COMMENCEMENT, AND INTERPRETATION
  2. 1Citation and commencement
  3. 2Purposes and basic definition
  4. 3Interpretation
  5. Part 2: THE OPERATOR
  6. APPROVAL AND COMPLIANCE
  7. 4Applications for approval
  8. 5Grant and refusal of approval
  9. 6Fees charged by the Treasury
  10. SUPERVISION
  11. 7Withdrawal of approval
  12. 8Compliance orders and directions
  13. 9Injunctions and restitution orders
  14. 10Provision of information by Operators
  15. 11Delegation of Treasury functions
  16. 12International obligations
  17. 13Prevention of restrictive practices
  18. Part 3: PARTICIPATING SECURITIES
  19. PARTICIPATION BY ISSUERS
  20. 14Participation in respect of shares
  21. 15Participation in respect of shares
  22. 16Participation in respect of shares
  23. 17Participation in respect of shares
  24. 18Interpretation of regulations 15, 16 and 17
  25. 19Participation in respect of securities other than shares
  26. KEEPING OF REGISTERS AND RECORDS
  27. 20Entries on registers and records in respect of shares
  28. 21Entries on registers and records in respect of public sector securities
  29. 22Entries on registers and records in respect of other securities
  30. 23General provisions concerning keeping registers and records
  31. 24Effect of entries on registers
  32. 25Rectification of registers of securities
  33. 26Closing registers
  34. 27Registration by an Operator of transfers of securities
  35. 28Registration by a participating issuer of transfers of securities upon conversion into certificated form
  36. 29Registration to be in accordance with regulations 27 and 28
  37. 30Registration of linked transfers
  38. 31Position of a transferee prior to entry on an issuer register of securities
  39. CONVERSIONS AND NEW ISSUES
  40. 32Conversion of securities into certificated form
  41. 33Conversion of securities into uncertificated form
  42. 34New issues in uncertificated form
  43. Part 4: DEMATERIALISED INSTRUCTIONS ETC.
  44. 35Properly authenticated dematerialised instructions, etc.
  45. 36Liability for forged dematerialised instructions, induced amendments to Operator registers of securities, and induced Operator-instructions
  46. Part 5: MISCELLANEOUS AND SUPPLEMENTAL
  47. MISCELLANEOUS
  48. 37Construction of references to transfers etc.
  49. 38Certain formalities and requirements not to apply
  50. 39Fees charged by Operators
  51. 40Trusts, trustees and personal representatives etc.
  52. 41Notices of meetings etc.
  53. 42Notices to minority shareholders
  54. 31Irrevocable powers of attorney
  55. 44Actual notice
  56. 45Participating securities issued in uncertificated form
  57. DEFAULTS AND CONTRAVENTIONS
  58. 46Breaches of statutory duty
  59. 47Liability of officers for contraventions
  60. 48Exemption from liability
  61. NORTHERN IRELAND
  62. 49Application to Northern Ireland
  63. TRANSITORY PROVISIONS, AMENDMENTS AND REVOCATIONS
  64. 50Transitory provisions
  65. 51Minor and consequential amendments
  66. 52Revocations
  67. Signature
  68. Schedule 1: REQUIREMENTS FOR APPROVAL OF A PERSON AS OPERATOR
  69. Arrangements and resources
  70. 1Paragraph 1
  71. Financial resources
  72. 2Paragraph 2
  73. Promotion and maintenance of standards
  74. 3Paragraph 3
  75. Operation of the relevant system
  76. 4Paragraph 4
  77. System security
  78. 5Paragraph 5
  79. System capabilities
  80. 6Paragraph 6
  81. 7Paragraph 7
  82. 8Paragraph 8
  83. 9Paragraph 9
  84. 10Paragraph 10
  85. 11Paragraph 11
  86. 12Paragraph 12
  87. 13Paragraph 13
  88. 14Paragraph 14
  89. 15Paragraph 15
  90. 16Paragraph 16
  91. 17Paragraph 17
  92. 18Paragraph 18
  93. 19Paragraph 19
  94. Operating procedures
  95. 20Paragraph 20
  96. 21Paragraph 21
  97. 22Paragraph 22
  98. 23Paragraph 23
  99. 24Paragraph 24
  100. Rules and Practices
  101. 25Paragraph 25
  102. 26Paragraph 26
  103. 27Paragraph 27
  104. Schedule 2: PREVENTION OF RESTRICTIVE PRACTICES
  105. Examination of rules and practices
  106. 1Paragraph 1
  107. Modification of paragraph 1 where delegation order is made
  108. 2Paragraph 2
  109. Reports by the Director General of Fair Trading
  110. 3Paragraph 3
  111. Investigations by the Director General of Fair Trading
  112. 4Paragraph 4
  113. Exemptions from the Fair Trading Act 1973
  114. 5Paragraph 5
  115. Exemptions from the Competition Act 1998
  116. 6Paragraph 6
  117. Supplementary provisions
  118. 7Paragraph 7
  119. Schedule 3: PROCEDURE FOR REFUSAL OR WITHDRAWAL OR APPROVAL AS AN OPERATOR, OR FOR GIVING DIRECTIONS, ETC.
  120. 1Paragraph 1
  121. 2Paragraph 2
  122. 3Paragraph 3
  123. 4Paragraph 4
  124. 5Paragraph 5
  125. 6Paragraph 6
  126. 7Paragraph 7
  127. 8Paragraph 8
  128. Schedule 4: KEEPING OF REGISTERS AND RECORDS OF PARTICIPATING SECURITIES
  129. Interpretation
  130. 1Paragraph 1
  131. 2Paragraph 2
  132. 3Paragraph 3
  133. 4Paragraph 4
  134. Records of uncertificated shares
  135. 5Paragraph 5
  136. Location of issuer register of members and records of uncertificated shares, and ancillary matters
  137. 6Paragraph 6
  138. 7Paragraph 7
  139. 8Paragraph 8
  140. 9Paragraph 9
  141. 10Paragraph 10
  142. 11Paragraph 11
  143. Registers of public sector securities
  144. 12Paragraph 12
  145. Records of uncertificated public sector securities
  146. 13Paragraph 13
  147. Registers of corporate securities
  148. 14Paragraph 14
  149. Records of uncertificated corporate securities
  150. 15Paragraph 15
  151. Miscellaneous
  152. 16Paragraph 16
  153. 17Paragraph 17
  154. 18Paragraph 18
  155. 19Paragraph 19
  156. 20Paragraph 20
  157. 21Paragraph 21
  158. Schedule 5ADAPTATIONS IN RESPECT OF NORTHERN IRELAND
  159. Schedule 6: TRANSITORY PROVISIONS
  160. 1Paragraph 1
  161. 2Paragraph 2
  162. 3Paragraph 3
  163. 4Paragraph 4
  164. 5Paragraph 5
  165. 6Paragraph 6
  166. 7Paragraph 7
  167. 8Paragraph 8
  168. 9Paragraph 9
  169. Schedule 7: MINOR AND CONSEQUENTIAL AMENDMENTS
  170. Part 1: Primary Legislation
  171. The National Debt Act 1870
  172. 1Paragraph 1
  173. The National Debt (Stockholders Relief) Act 1892
  174. 2Paragraph 2
  175. The Finance (No. 2) Act 1915
  176. 3Paragraph 3
  177. The Finance Act 1916
  178. 4Paragraph 4
  179. The Finance Act 1949
  180. 5Paragraph 5
  181. The Finance (No. 2) Act 1975
  182. 6Paragraph 6
  183. The Companies Act 1985
  184. 7Paragraph 7
  185. 8Paragraph 8
  186. 9Paragraph 9
  187. 10Paragraph 10
  188. The Financial Services Act 1986
  189. 11Paragraph 11
  190. 12Paragraph 12
  191. The Banking Act 1987
  192. 13Paragraph 13
  193. Part 2: Subordinate Legislation
  194. The Government Stock Regulations 1965
  195. 14Paragraph 14
  196. The Local Authority (Stocks and Bonds) Regulations 1974
  197. 15Paragraph 15
  198. The Exchange of Securities (General) Rules 1979
  199. 16Paragraph 16
  200. The Companies (Registers and other Records) Regulations 1985
  201. 17Paragraph 17
  202. The Stamp Duty Reserve Tax Regulations 1986
  203. 18Paragraph 18
  204. The Companies (Registers and other Records) Regulations (Northern Ireland) 1986
  205. 19Paragraph 19
  206. The Financial Markets and Insolvency Regulations 1996
  207. 20Paragraph 20
  208. The Stock Transfer (Addition and Substitution of Forms) Order 1996
  209. 21Paragraph 21
  210. The Financial Services Act 1986 (Exemption) Order 1996
  211. 22Paragraph 22
  212. The Stamp Duty Reserve Tax (UK Depository Interests In Foreign Securities) Regulations 1999
  213. 23Paragraph 23
  214. The Open-Ended Investment Companies Regulations 2001
  215. 24Paragraph 24
  216. Explanatory note