• Chapter 1 Chapter 1 Certification And Transfer Of Securities: General

    • 706. Share Certificate To Be Evidence Of Title

      (1) A certificate executed by a company in accordance with section 39 (execution of documents) specifying any shares held by a member is prima facie evidence of his title to the shares.

    • 707. Duty Of Company As To Issue Of Certificates Etc On Allotment

      (1) A company must, within two months after the allotment of any of its shares or debentures complete and have ready for delivery -
      (a) the certificates of the shares allotted, or
      (b) the debentures allotted.
      (2) Subsection (1) does not apply-
      (a) if the conditions of issue of the shares or debentures provide otherwise, or
      (b) in the case of allotment to a infrastructure body (see section 715).
      (3) If default is made in complying with subsection (1) a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who contravenes these Regulations under subsection (3) is liable to a level 2 fine.

    • 708. Registration Of Transfer

      (1) A company may not register a transfer of shares in or debentures of the company unless-
      (a) a proper instrument of transfer has been delivered to it, or
      (b) the transfer is in accordance with rules made under Chapter 2 of this Part.
      (2) Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.

    • 709. Procedure On Transfer Being Lodged

      (1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either-
      (a) register the transfer, or
      (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,
      as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.
      (2) If the company refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request.
      This does not include copies of minutes of meetings of directors.
      (3) If a company fails to comply with this section, a contravention of these Regulations is committed by-
      (a) the company, and
      (b) every officer of the company who is in default.
      (4) A person who contravenes these Regulations under subsection (3) is liable to a level 2 fine.
      (5) This section does not apply in relation to transmission of shares or debentures by operation of law.

    • 710. Transfer Of Shares On Application Of Transferor

      On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.

    • 711. Execution Of Share Transfer By Personal Representative

      An instrument of transfer of the share or other interest of a deceased member of a company-
      (a) may be made by a person responsible for administering his estate (a “personal representative”) although the personal representative is not himself a member of the company, and
      (b) is as effective as if the personal representative had been such a member at the time of the execution of the instrument.

    • 712. Evidence Of Grant Of Probate Etc

      The production to a company of any document that is by the law applicable in the Abu Dhabi Global Market, or the law of the jurisdiction of incorporation or nationality of a deceased member sufficient evidence of-
      (a) the grant of probate of the will of a deceased person, or
      (b) confirmation as a personal representative of a deceased person,
      shall be accepted by the company as sufficient evidence of the authority of the personal representative to administer the estate of a deceased member.

    • 713. Certification Of Instrument Of Transfer

      (1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on their face show a prima facie title to the shares or debentures in the transferor named in the instrument.
      (2) The certification is not to be taken as a representation that the transferor has any title to the shares or debentures.
      (3) Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to him as if the certification had been made fraudulently.
      (4) For the purposes of this section-
      (a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect),
      (b) the certification of an instrument of transfer is made by a company if-
      (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company’s behalf, and
      (ii) the certification is signed by a person authorised to certificate transfers on the company’s behalf or by an officer or employee either of the company or of a body corporate so authorized,
      (c) a certification is treated as signed by a person if-
      (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and
      (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf.

    • 714. Duty Of Company As To Issue Of Certificates Etc On Transfer

      (1) A company must, within two months after the date on which a transfer of any of its shares or debentures is lodged with the company, complete and have ready for delivery-
      (a) the certificates of the shares transferred, or
      (b) the debentures transferred.
      (2) For this purpose a “transfer” means a transfer duly stamped and otherwise valid but does not include a transfer that the company is for any reason entitled to refuse to register and does not register.
      (3) Subsection (1) does not apply-
      (a) if the conditions of issue of the shares or debentures provide otherwise, or
      (b) in the case of a transfer to a infrastructure body (see section 715).
      (4) If default is made in complying with subsection (1) a contravention of these Regulations is committed by every officer of the company who is in default.
      (5) A person who contravenes these Regulations under subsection (4) is liable to a level 2 fine.

    • 715. Issue Of Certificates Etc: Allotment Or Transfer To Infastructure Body

      (1) A company-
      (a) of which shares or debentures are allotted to a infrastrucutre body, or
      (b) with which a transfer for transferring shares or debentures to an infrastructure body is lodged,
      is not required in consequence of that allotment or transfer to comply with section 707(1) or 714(1) (duty of company as to issue of certificates etc).
      (2) A “infrastructure body” means-
      (a) a recognised clearing house acting in relation to a Recognised Investment Exchange, or
      (b) a nominee of-
      (i) a recognised clearing house acting in that way, or
      (ii) a recognised investment exchange,
      designated for the purposes of this section in the rules of the recognised investment exchange in question.

    • 716. Issue Of Certificates Etc: Court Order To Make Good Default

      (1) If a company on which a notice has been served requiring it to make good any default in complying with-
      (a) section 707(1) (duty of company as to issue of certificates etc on allotment), or
      (b) section 714(1) (duty of company as to issue of certificates etc on transfer),
      fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the Court.
      (2) The Court may on such an application make an order directing the company and any officer of it to make good the default within such time as may be specified in the order.
      (3) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of it responsible for the default.