# The Uncertificated Securities Regulations 2001, Regulation 28: Registration by a participating issuer of transfers of securities upon conversion into certificated form

Extent: E+W+S+N.I.

(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.
(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.
(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—
(a) prohibited by order of a court in the United Kingdom;
(b) prohibited or avoided by or under an enactment;
(c) a transfer to a deceased person; or
(d) where the participating issuer is constituted under the law of Scotland, prohibited by or under an arrestment.
(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—
(a) to an entity which is not a natural or legal person;
(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);
(c) to be held jointly in the names of more persons than is permitted under the terms of the issue of the security; or
(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).
(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.
(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—
(a) by an Operator-instruction;
(b) by an order of a court in the United Kingdom; or
(c) by or under an enactment.
(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.
(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.
(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).

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Source: https://www.legislation.gov.uk/uksi/2001/3755/regulation/28 (the official version)
Page: https://openlegislation.uk/uncertificated-securities-regulations-2001/regulation-28
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.