{
  "url": "https://openlegislation.uk/uncertificated-securities-regulations-2001/regulation-28",
  "json_url": "https://openlegislation.uk/uncertificated-securities-regulations-2001/regulation-28.json",
  "legislation": "uksi/2001/3755",
  "legislation_title": "The Uncertificated Securities Regulations 2001",
  "legislation_url": "https://openlegislation.uk/uncertificated-securities-regulations-2001",
  "path": "regulation/28",
  "kind": "regulation",
  "number": "28",
  "heading": "Registration by a participating issuer of transfers of securities upon conversion into certificated form",
  "text": "(1) Paragraphs (2) to (5) apply where relevant units of a security are transferred by means of a relevant system to a person who is to hold them thereafter in certificated form.\n(2) Subject to paragraphs (3) and (4), a participating issuer shall (where appropriate) register a transfer of title to relevant units of a security on an issuer register of securities in accordance with an Operator-instruction.\n(3) A participating issuer shall refuse to register a transfer of title to relevant units of a security in accordance with an Operator-instruction if he has actual notice that the transfer is—\n(a) prohibited by order of a court in the United Kingdom;\n(b) prohibited or avoided by or under an enactment;\n(c) a transfer to a deceased person; or\n(d) where the participating issuer is constituted under the law of Scotland, prohibited by or under an arrestment.\n(4) A participating issuer may refuse to register a transfer of title to relevant units of a security in accordance with an Operator-instruction if the instruction requires a transfer of units—\n(a) to an entity which is not a natural or legal person;\n(b) to a minor (which, in relation to a participating issuer constituted under the law of Scotland, shall mean a person under 16 years of age);\n(c) to be held jointly in the names of more persons than is permitted under the terms of the issue of the security; or\n(d) where, in relation to the Operator-instruction. the participating issuer has actual notice from the Operator of any of the matters specified in regulation 35(5)(a)(i) to (iii).\n(5) A participating issuer shall notify the Operator by issuer-instruction whether he has registered a transfer in response to an Operator-instruction to do so.\n(6) A participating issuer shall not register a transfer of title to relevant units of a security on an issuer register of securities unless he is required to do so—\n(a) by an Operator-instruction;\n(b) by an order of a court in the United Kingdom; or\n(c) by or under an enactment.\n(7) A unit of a security is a relevant unit for the purposes of this regulation if, immediately before the transfer in question, it was held by the transferor in uncertificated form.\n(8) If a participating issuer refuses to register under paragraph (2) a transfer of securities in any of the circumstances specified in paragraphs (3) and (4), the participating issuer shall, within 2 months of the date on which the Operator-instruction was received by the participating issuer, send to the transferee notice of the refusal.\n(9) Such sanctions as apply to a company and its officers in the event of a default in complying with subsections (1) and (2) of section 771 of the 2006 Act shall apply to a participating issuer and his officers in the event of a default in complying with that subsection as applied by paragraph (8).",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Reg. 28(8) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(13)(a)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in reg. 28(9) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(13)(b)"
    },
    {
      "type": "I",
      "label": "I1",
      "text": "Reg. 28 in force at 26.11.2001, see reg. 1"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2001/3755/regulation/28",
    "retrieved_at": "2026-10-29T07:21:41.154685+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."
}