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The Uncertificated Securities Regulations 2001

S.I. 2001/3755 · Made 23 November 2001 · Extends to United Kingdom

Up to date with all changes known to legislation.gov.uk, revised to 4 March 2024.

COMPANIES

Made 23rd November 2001

Coming into force 26th November 2001

Whereas a draft of these Regulations has been approved by resolution of each House of ParliamentC1C2C3C4C5C6

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 make the following Regulations:C7

Annotations to the whole text

Modifications

C1

Regulations applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 1, Sch. 3 para. 6(1)(b), (3)(b)

C2

Regulations applied (with modifications) (E.W.S.) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 1 para. 5(b)(ii) (with reg. 5) (as amended by S.I. 2023/1399, regs. 1(2), 4)

C3

Regulations power to amend or revoke conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 15, 17, 86(3); S.I. 2023/779, reg. 4(j)(l)

C4

Regulations: power to modify conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 13, 17, 86(3); S.I. 2023/779, reg. 4(h)(l)

C5

Regulations applied (with modifications) (4.1.2024) by S.I. 2021/716, Sch. 1A para. 5(b)(ii) (as inserted by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), reg. 1(2), Sch. 1)

C6

Regulations applied (with modifications) (temp.) (8.1.2024) by The Financial Services and Markets Act 2023 (Digital Securities Sandbox) Regulations 2023 (S.I. 2023/1398), regs. 1(2), 6, Sch. Pt. 5 (with reg. 13)

C7

Regulations continued (1.7.2004) by The Government Stock Regulations 2004 (S.I. 2004/1611), regs. 1, 15(3)(4)

Footnotes

f1

1989 c. 40; section 207 was amended by the Bank of England Act 1998 (c. 11), 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  7. 4Applications for approval Repealed
  8. 5Operating conditions for relevant system
  9. 6Fees charged by the Bank of England
  10. SUPERVISION
  11. 7Withdrawal of approval Repealed
  12. 8Compliance orders and directions
  13. 9Injunctions and restitution orders
  14. 10Provision of information by Operators
  15. 11Delegation of Treasury functions Repealed
  16. 11AReports by skilled persons
  17. 11BAppointment of persons to carry out general investigations etc.
  18. 12International obligations Repealed
  19. 13Prevention of excessive regulatory provision Repealed
  20. Part 3: PARTICIPATING SECURITIES
  21. PARTICIPATION BY ISSUERS
  22. 14Participation in respect of shares
  23. 15Regulation 15
  24. 16Regulation 16
  25. 17Regulation 17
  26. 18Interpretation of regulations 15, 16 and 17
  27. 19Participation in respect of securities other than shares
  28. KEEPING OF REGISTERS AND RECORDS
  29. 20Entries on registers and records in respect of shares
  30. 21Entries on registers and records in respect of general public sector securities
  31. 22Entries on registers and records in respect of other securities
  32. 23General provisions concerning keeping registers and records
  33. 24Effect of entries on registers
  34. 25Rectification of registers of securities
  35. 26Closing registers
  36. 27Registration by an Operator of transfers of securities
  37. 28Registration by a participating issuer of transfers of securities upon conversion into certificated form
  38. 29Registration to be in accordance with regulations 27 and 28
  39. 30Registration of linked transfers
  40. 31Position of a transferee prior to entry on an issuer register of securities
  41. CONVERSIONS AND NEW ISSUES
  42. 32Conversion of securities into certificated form
  43. 33Conversion of securities into uncertificated form
  44. 34New issues in uncertificated form
  45. Part 4: DEMATERIALISED INSTRUCTIONS ETC.
  46. 35Properly authenticated dematerialised instructions, etc.
  47. 36Liability for forged dematerialised instructions, induced amendments to Operator registers of securities, and induced Operator-instructions
  48. Part 5: MISCELLANEOUS AND SUPPLEMENTAL
  49. MISCELLANEOUS
  50. 37Construction of references to transfers etc.
  51. 38Certain formalities and requirements not to apply
  52. 39Fees charged by Operators
  53. 40Trusts, trustees and personal representatives etc.
  54. 41Notices of meetings etc.
  55. 42Notices to minority shareholders
  56. 43Irrevocable powers of attorney
  57. 44Actual notice
  58. 45Participating securities issued in uncertificated form
  59. DEFAULTS AND CONTRAVENTIONS
  60. 46Breaches of statutory duty
  61. 47Liability of officers for contraventions
  62. 48Exemption from liability
  63. NORTHERN IRELAND
  64. 49Application to Northern Ireland
  65. TRANSITORY PROVISIONS, AMENDMENTS AND REVOCATIONS
  66. 50Transitory provisions
  67. 51Minor and consequential amendments
  68. 52Revocations
  69. Signature
  70. Schedule 1: Requirements for operation of a relevant system
  71. Arrangements and resources
  72. 1Paragraph 1 Repealed
  73. Financial resources
  74. 2Paragraph 2 Repealed
  75. Promotion and maintenance of standards
  76. 3Paragraph 3 Repealed
  77. Operation of the relevant system
  78. 4Paragraph 4 Repealed
  79. System security
  80. 5Paragraph 5
  81. System capabilities
  82. 6Paragraph 6 Repealed
  83. 7Paragraph 7 Repealed
  84. 8Paragraph 8 Repealed
  85. 9Paragraph 9
  86. 10Paragraph 10 Repealed
  87. 11Paragraph 11 Repealed
  88. 12Paragraph 12
  89. 13Paragraph 13
  90. 14Paragraph 14
  91. 15Paragraph 15
  92. 16Paragraph 16
  93. 17Paragraph 17
  94. 18Paragraph 18
  95. 19Paragraph 19
  96. Operating procedures
  97. 20Paragraph 20
  98. 21Paragraph 21
  99. 22Paragraph 22
  100. 23Paragraph 23 Repealed
  101. 24Paragraph 24 Repealed
  102. Rules and practices
  103. 25Paragraph 25
  104. 26Paragraph 26
  105. 27Paragraph 27 Repealed
  106. Access to central counterparty, clearing and settlement facilities
  107. 28Paragraph 28 Repealed
  108. Schedule 2: PREVENTION OF EXCESSIVE REGULATORY PROVISION Repealed
  109. Refusal of approval on ground of excessive regulatory provision Repealed
  110. 1Paragraph 1 Repealed
  111. Power of the Bank of England to disallow excessive regulatory provision Repealed
  112. 2Paragraph 2 Repealed
  113. Duty to notify proposal to make regulatory provision Repealed
  114. 3Paragraph 3 Repealed
  115. Restriction on making provision before the Bank of England decides whether to act Repealed
  116. 4Paragraph 4 Repealed
  117. Consideration by the Bank of England whether to disallow proposed provision Repealed
  118. 5Paragraph 5 Repealed
  119. Power to disallow excessive regulatory provision: supplementary Repealed
  120. 6Paragraph 6 Repealed
  121. Schedule 3: Procedure for giving directions
  122. 1Paragraph 1
  123. 2Paragraph 2
  124. 3Paragraph 3
  125. 4Paragraph 4
  126. 5Paragraph 5
  127. 6Paragraph 6
  128. 7Paragraph 7 Repealed
  129. 8Paragraph 8 Repealed
  130. 9Paragraph 9
  131. 10Paragraph 10
  132. Schedule 4: KEEPING OF REGISTERS AND RECORDS OF PARTICIPATING SECURITIES
  133. Interpretation
  134. 1Paragraph 1
  135. Registers of Members
  136. 2Paragraph 2
  137. 3Paragraph 3
  138. 4Paragraph 4
  139. Records of uncertificated shares
  140. 5Paragraph 5
  141. Location of issuer register of members and records of uncertificated shares, and ancillary matters
  142. 6Paragraph 6
  143. 7Paragraph 7
  144. 8Paragraph 8
  145. 9Paragraph 9
  146. 10Paragraph 10
  147. 11Paragraph 11
  148. Registers of general public sector securities
  149. 12Paragraph 12
  150. Records of uncertificated general public sector securities
  151. 13Paragraph 13
  152. Registers of corporate securities
  153. 14Paragraph 14
  154. Records of uncertificated corporate securities
  155. 15Paragraph 15
  156. Miscellaneous
  157. 16Paragraph 16
  158. 17Paragraph 17
  159. 18Paragraph 18
  160. 19Paragraph 19
  161. 20Paragraph 20
  162. 21Paragraph 21
  163. Schedule 5ADAPTATIONS IN RESPECT OF NORTHERN IRELAND Repealed
  164. Schedule 6: TRANSITORY PROVISIONS
  165. 1Paragraph 1
  166. 2Paragraph 2
  167. 3Paragraph 3
  168. 4Paragraph 4
  169. 5Paragraph 5
  170. 6Paragraph 6
  171. 7Paragraph 7
  172. 8Paragraph 8
  173. 9Paragraph 9
  174. Schedule 7: MINOR AND CONSEQUENTIAL AMENDMENTS
  175. Part 1: Primary Legislation
  176. The National Debt Act 1870
  177. 1Paragraph 1
  178. The National Debt (Stockholders Relief) Act 1892
  179. 2Paragraph 2
  180. The Finance (No. 2) Act 1915
  181. 3Paragraph 3
  182. The Finance Act 1916
  183. 4Paragraph 4
  184. The Finance Act 1949
  185. 5Paragraph 5
  186. The Finance (No. 2) Act 1975
  187. 6Paragraph 6
  188. The Companies Act 1985
  189. 7Paragraph 7
  190. 8Paragraph 8
  191. 9Paragraph 9
  192. 10Paragraph 10
  193. The Financial Services Act 1986
  194. 11Paragraph 11
  195. 12Paragraph 12
  196. The Banking Act 1987
  197. 13Paragraph 13
  198. Part 2: Subordinate Legislation
  199. The Government Stock Regulations 1965
  200. 14Paragraph 14
  201. The Local Authority (Stocks and Bonds) Regulations 1974
  202. 15Paragraph 15
  203. The Exchange of Securities (General) Rules 1979
  204. 16Paragraph 16
  205. The Companies (Registers and other Records) Regulations 1985
  206. 17Paragraph 17
  207. The Stamp Duty Reserve Tax Regulations 1986
  208. 18Paragraph 18
  209. The Companies (Registers and other Records) Regulations (Northern Ireland) 1986
  210. 19Paragraph 19
  211. The Financial Markets and Insolvency Regulations 1996
  212. 20Paragraph 20
  213. The Stock Transfer (Addition and Substitution of Forms) Order 1996
  214. 21Paragraph 21
  215. The Financial Services Act 1986 (Exemption) Order 1996
  216. 22Paragraph 22
  217. The Stamp Duty Reserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999
  218. 23Paragraph 23
  219. The Open-Ended Investment Companies Regulations 2001
  220. 24Paragraph 24
  221. Explanatory note