Regulation 21 Execution of instructions to register by a company
It is the duty of a company to execute, in accordance with these Regulations, a proper instruction to register at the occasion of each periodic update of the appropriate register under regulation 41, unless paragraph (2) applies.
A company shall refuse to register a person as the holder of a unit of an uncertificated security in response to a proper instruction to register if required so to do by or under any enactment and may so refuse:
where the directors (or the company) are given express powers (in the case of shares) under the memorandum and articles of association of the company, or (in the case of any security) by the terms of issue of the security, to refuse to register the person in question as the holder of the unit of the security; and
where the directors would have had power to refuse the registration of the person as the holder of a unit of a certificated security of the same kind.
No notice shall be receivable by the company (other than from the issuing controller) that any particular conveyed by a proper instruction to register (together with any relevant associated information held by the company) is erroneous, given in breach of the con-troller’s duties under these Regulations or otherwise not in accordance with the controller’s instructions or authority to act.