{
  "url": "https://openlegislation.uk/uncertificated-securities-regulations-1992/regulation-84",
  "json_url": "https://openlegislation.uk/uncertificated-securities-regulations-1992/regulation-84.json",
  "legislation": "uksi/1992/225",
  "legislation_title": "The Uncertificated Securities Regulations 1992",
  "legislation_url": "https://openlegislation.uk/uncertificated-securities-regulations-1992",
  "path": "regulation/84",
  "kind": "regulation",
  "number": "84",
  "heading": "Conversion",
  "text": "(1) Conversion may be effected by two directors or one director and the secretary signing a certificate of conversion in the form set out in Schedule 6 (with any necessary modifications).\n(2) No such certificate of conversion shall have effect unless:\n(a) its signature has been authorised by a resolution of the board of directors of the company or a duly authorised committee of the same; and\n(b) conversion of the security in question has been authorised by a relevant resolution of the holders of the security.\nA resolution passed for the purposes of (b) shall specify the date on or after which conversion is proposed to be effected, being a date not less than 30 working days after the date of the meeting at which the resolution is passed; the certificate of conversion shall be signed on, or as soon as reasonably practicable after, the date so specified, but shall be ineffective if signed on any earlier date.\n(3) It is the duty of the directors of a company or a duly authorised committee of the same not to authorise the signature of a conversion certificate under this regulation unless the required publicity has been given of the date on which conversion is proposed to be effected.\n(4) Subject to paragraph (2), upon the signature of the certificate the security concerned shall cease to be an uncertificated security.\n(5) Upon conversion, regulation 119(1) shall cease to apply, and (in the case of shares) any provision of the company’s memorandum and articles of association which is inconsistent with any provision of the 1985 Act as to the transfer and registration of certificated securities of the type in question shall cease to have effect, by virtue of the provisions of section 14 of that Act.\n(6) For the purposes of this regulation:\n(a) a relevant resolution is:\n(i) (in the case of shares) a special resolution of the holders of the shares or (in the case of a particular class of shares) an extraordinary resolution passed by the class; or\n(ii) (in any other case) a resolution passed:\nby the holders of not less than three quarters of the units of the security, or,\nin the case of a resolution put at a meeting of the holders at which a poll is not demanded, by not less than three quarters of the holders of the units of the security\nwho (being entitled to do so) vote on the resolution, whether in person or (where permitted) by proxy; and\n(b) the required publicity is the publication of a notice on at least two occasions prior to the date on which conversion is proposed to be effected, in such manner and on such occasions as the Operator may direct, to the effect that conversion of the security (identifying it) of the company (naming it) from uncertificated to certificated form will be effected on or shortly after a specified date, being the date set out in the relevant resolution.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/1992/225/regulation/84",
    "retrieved_at": "2026-10-29T14:29:49.332796+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."
}