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The Uncertificated Securities Regulations 1992

S.I. 1992/225 · Made 11 February 1992

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COMPANIES

Made 11th February 1992

Coming into force in accordance with Regulation I

The Secretary of State, in exercise of the powers conferred on him by section 207 of the Companies Act 1989f1 and of all other powers enabling him in that behalf, and having consulted the Council on Tribunals under section 10(1) of the Tribunals and Inquiries Act 1971f2, hereby makes the following Regulations of which a draft has been laid before Parliament in accordance with section 207(9) of the Companies Act 1989 and approved by resolution of each House of Parliament:

Annotations to the whole text

Footnotes

f1

1989 c. 40.

f2

1971 c. 62.

Contents

  1. 1Citation and commencement
  2. Part I: INTERPRETATION AND DELEGATION OF FUNCTIONS
  3. 2Interpretation
  4. 3Delegation of functions
  5. Part II: THE OPERATOR, CONTROLLERS AND APPROVED PERSONS
  6. Chapter I: THE OPERATOR
  7. 4Operation of the system
  8. 5Commencement of operation of system
  9. 6Powers of Secretary of State to give directions
  10. 7Operator’s report
  11. 8Powers of Secretary of State to substitute new Operator
  12. Chapter II: CONTROLLERS
  13. company Controllers
  14. 9Company controllers
  15. 10Company controllers: authorisation and duties
  16. 11Duty of company to facilitate communications
  17. 12Company controllers: further provisions
  18. 13Commercial controllers Commercial controllers: authorisation and duties
  19. 14Replacement of commercial controller
  20. Chapter III: APPROVED PERSONS
  21. 15Approved persons
  22. Part III: RECORDING AND TRANSFER OF TITLE
  23. 16The appropriate register
  24. 17Evidential value of the appropriate register
  25. 18Transfers to be only in accordance with Regulations
  26. 19Transfer of title
  27. 20Definition of a proper instruction to register
  28. 21Execution of instructions to register by a company
  29. Part IV: ENTITLEMENT
  30. Chapter I: ENTITLEMENT
  31. 22Entitlement to a unit of a security
  32. 23Entitlement as an interest in shares for the purposes of the 1985 Act
  33. 24The Operator’s record of entitlements
  34. 25Company’s record of entitlements
  35. 26Location and inspection of records of entitlements
  36. Chapter II: ENTITLEMENTS AND ACCOUNT HOLDERS
  37. 27Account holders
  38. 28Controller’s record of account holders
  39. 29Insufficiency of entitlements
  40. Chapter III: TRANSFERS OF ENTITLEMENTS
  41. 30Transfer of entitlement
  42. 31Notifications of transactions
  43. 32Consent to transfers of entitlements by controllers
  44. Chapter IV: Off-Market Transfers Where One Controller involved
  45. 33Instruction to controller to hold for another
  46. 34Conditional instructions by way of security (England and Wales and Northern Ireland)
  47. Part V: REGISTRATION AND THE APPROPRIATE REGISTER
  48. Chapter I: Registration and Controllers
  49. 35Controller’s duty to issue proper instructions
  50. 36Controller’s duty to cancel standing instructions to register or transfer
  51. 37Multiple instructions by controllers
  52. 38Consequences of refusal of registration
  53. 39Amendment of particulars
  54. 40Company to inform persons of controllers holding entitlements
  55. Chapter II: Maintenance of the Appropriate Register
  56. 41Maintenance of the appropriate register
  57. 42Transfer where transferor identified
  58. 43Register events
  59. 44Fixed register dates
  60. 45General calls for instructions
  61. 46Right of controllers to trigger general call for instructions
  62. Chapter III: Winding Up
  63. 47Commencement of winding up
  64. Part VI: UNCERTIFICATED SECURITIES
  65. Chapter I: Uncertificated Securities: General Provisions
  66. 48Exclusion of enactments and rule of law
  67. 49Implied terms in contracts for the transfer of uncertificated securities
  68. 50Trustees holding units of an uncertificated security
  69. Chapter II: Transmission by Operation of Law
  70. 51Transmission &c by operation of law
  71. Chapter III: Injunctions, Intedicts and other Orders
  72. 52Injunctions, interdicts and other Orders
  73. Chapter IV: Restrictions Avoiding Transfer
  74. 53Restrictions avoiding the transfer of title to securities arising from an enactment
  75. Part VII: FURTHER PROVISIONS WITH RESPECT TO THE OPERATOR, CONTROLLERS, AND OTHER PARTICIPANTS
  76. 54Operator’s management of the system
  77. 55Communications effected by the Operator’s part of the system or by the Operator
  78. 56Lists of commercial controllers and approved persons
  79. 57Duty of participants acting on behalf of others
  80. 58Appointment of agents
  81. 59Persons acting in more than one capacity
  82. 60Bodies corporate, partnerships and individuals as controllers
  83. 61Controller’s default nominee
  84. 62Special provisions applicable to controller holding for market nominee
  85. 63Arrangements for service to be made by the Operator
  86. 64Service of process on participants and the Operator
  87. 65Statements of account
  88. 66Informal information as to account holders
  89. Part VIII: FURTHER PROVISIONS WITH RESPECT TO THE PROCEDURES, RECORDS AND REGISTERS
  90. Chapter: THE PROCEDURES
  91. 67No notice of trusts
  92. 68Priority between communications
  93. 69Powers of attorney (England and Wales and Northern Ireland)
  94. Chapter: RECORDS AND REGISTERS
  95. 70Use of codes in records and messages &c
  96. 71Maintenance of records
  97. 72Rectification of errors in records and registers
  98. 73Rectification of record or register by the court
  99. Part IX: CREATION OF UNCERTIFICATED SECURITIES INTRODUCTORY
  100. 74Securities: conversion into, and issue in, uncertificated form
  101. Chapter I: CONVERSION OF CERTIFICATED SECURITIES
  102. 75Conversion of certificated securities into uncertificated form
  103. 76Duties of Operator with respect to conversion
  104. 77Delivery of conversion certificate to registrar of companies
  105. Chapter II: ISSUE OF A SECURITY IN UNCERTIFICATED FORM
  106. 78Issue of uncertificated securities
  107. 79Duty of company to make adequate preparations and arrangements
  108. 80Duty of Operator to satisfy itself over company’s preparations
  109. Chapter III: CONVERSION AND ISSUE: MISCELLANEOUS PROVISIONS
  110. 81General duties and powers of Operator in admitting securities into the system
  111. 82Further provisions
  112. Part X: CONVERSION OF UNCERTIFICATED SECURITIES INTO CERTIFICATED FORM
  113. 83Introductory
  114. 84Conversion
  115. 85Notice to the Operator and controllers
  116. 86General call for instructions and issue of certificates
  117. 87Duty of directors to convert in certain cases
  118. 88Compulsory conversion of uncertificated securities into certificated form
  119. 89Conversion: further provisions
  120. Part XI: SPECIAL PROVISIONS FOR CERTAIN SECURITIES OR INTERESTS IN SECURITIES
  121. Chapter I: SPECIAL PROVISIONS RELATING TO CERTAIN SECURITIES
  122. 90Debentures Certain issues of debentures not to be capable of being subject to the Regulations
  123. 91Disapplication of requirement to attach certificate
  124. 92Requirements to endorse certificates Disapplication of requirements to endorse certificate
  125. Chapter II: INTERESTS IN UNITS OF A SECURITY
  126. 93Interests in units of a security
  127. Part XII: ADMISSION AND SUPERVISION OF PARTICIPANTS
  128. 94Admission by the Operator
  129. 95Admission procedure
  130. 96Refusal of admission, termination of participation and power, to impose restrictions
  131. 97Provision of information
  132. 98Auditors
  133. Part XIII: INVESTIGATIONS AND COMPLAINTS
  134. 99Complaints Commissioner
  135. 100Functions of the Complaints Commissioner
  136. 101Reports on complaints to be evidence
  137. 102Periodic reports
  138. 103Reference to the tribunal
  139. 104Elections with respect to compensation and amounts recoverable
  140. Part XIV: COMPENSATION
  141. 105The compensation scheme
  142. Part XV: MISCELLANEOUS AND GENERAL PROVISIONS
  143. 106Fees
  144. 107Financial provision by a company to company controllers
  145. 108Competition scrutiny
  146. 109Competition directions
  147. 110Investigations
  148. 111Indemnity rules
  149. 112Power to make rules
  150. 113Information required to he given by these Regulations
  151. 114Data protection
  152. 115Restriction of Rehabilitation of Offenders Act 1974
  153. 116Duties to be actionable
  154. 117Operator’s exemption from liability for damages
  155. 118Breach of duty not to avoid transactions
  156. 119Memorandum and articles of a company to he subject to the provisions of Regulations
  157. 120Terms of issue of securities
  158. 121Consequential provisions
  159. 122Transitional provisions
  160. 123Application to Northern Ireland
  161. Signature
  162. Schedule 1: COMPANY CONTROLLERS: FURTHER PROVISIONS
  163. 1Transfers of entitlements held by a primary company controller effected by the company
  164. 2Transfers of entitlements held, by an alternative company controller at the direction of the company
  165. 3Effect of transfer of entitlements
  166. Schedule 2: MAINTENANCE OF APPROPRIATE REGISTER: GENERAL PROVISIONS
  167. 1Register of members
  168. 2Register of debenture holders
  169. Schedule 3REGISTER EVENTS
  170. Schedule 4FORM OF CONVERSION CERTIFICATE: CERTIFICATED SECURITY INTO UNCERTIFICATED SECURITY
  171. Schedule 5: FURTHER PROVISION WITH RESPECT TO CONVERSION OF CERTIFICATED AND ISSUE OF UNCERTIFICATED SECURITIES
  172. Part I: CONVERSION
  173. 1Instruments of transfer received late
  174. 2Communications received early
  175. 3Pledged securities (England and Wales and Northern Ireland)
  176. 4Existing certificates
  177. 5Existing agreements for transfer
  178. 6Existing rights to transfer and existing transmissions by operation of law
  179. 7Existing restrictions on transfer
  180. 8Existing prohibitions 011 transfer
  181. 9Application of provisions in memoranda and articles and terms of issue
  182. Part II: ISSUE
  183. 10Communications received early
  184. Schedule 6FORM OF CONVERSION CERTIFICATE: UNCERTIFICATED SECURITY INTO CERTIFICATED SECURITY
  185. Schedule 7: FURTHER PROVISION WITH RESPECT TO CONVERSION OF UNCERTIFICATED INTO CERTIFICATED SECURITIES
  186. 1Communications received
  187. 2Conditional instructions in connection with the giving of security
  188. 3Existing agreements for transfer
  189. 4Existing restrictions on transfer
  190. 5Existing prohibitions on transfer
  191. Schedule 8: CONSEQUENTIAL AND FURTHER PROVISIONS
  192. 1Entitlement as an interest in a share
  193. 2References to instruments of transfer and their execution
  194. 3Contents of annual return
  195. 4Share warrants to hearer
  196. 5Overseas brand registers
  197. 6Requirements to deliver up certificate
  198. 7Registration of controller’s default nominee
  199. 8Cancellation &c of a unit of a security
  200. 9Modifications of Part XIIIA of the 1985 Act
  201. 10Relationship of Regulations to 1985 Act
  202. Schedule 9: TRANSITIONAL PROVISIONS
  203. 1Existing resolutions
  204. 2Inconsistent provisions of existing instruments
  205. Schedule 10ADAPTATIONS IN RESPECT OF NORTHERN IRELAND
  206. Explanatory note