Companies Act, 1973 (Act No. 61 of 1973)

Chapter V: Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of Shares, Members and Register of Members, Debentures, Transfers, and Restrictions on Offering Shares for Sale

Transfer of Shares and Debentures

136. Certification by company that security has been lodged for transfer
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1)
a)If a company under the signature of any person duly authorised to certify transfers of securities on behalf of the company, or of any officer or servant of a body corporate so authorised, endorses on any instrument of transfer referred to in section 135 and executed by or on behalf of the transferor, that the certificate relating to the security in question has been lodged with the company, the company shall, for the purposes of this section, be deemed to have certified that instrument.
b)A certification shall for purposes of this section be deemed to be signed if it purports to be authenticated by the signature or initials of any person whether by autographic, electronic or mechanical means, unless it is shown that the signature or initial is not that of a person authorised to certify transfer of securities on behalf of the company.

 

2)
a)The certification by a company in terms of subsection (1) shall be taken as a representation by the company to any person acting on the faith of the certification that there have been lodged with the company the necessary documents relating to the securities mentioned in the instrument of transfer and that it appears from the said documents that the title to the said securities is held by the transferor named in the said instrument of transfer.
b)The representation referred to in paragraph (a) shall not be taken as a representation that the transferor named in the instrument of transfer in question has in fact any title to the security in question.
c)Where any person acts on the faith of an incorrect certification negligently made by a company, such person shall be in the same position with reference to the company as if the certification had been fraudulently made.

 

3)Subject to the provisions of subsection (2), the delivery to any person of any instrument of transfer certified in terms of subsection (1) shall confer on that person the same rights as that person would have acquired before the commencement of this section upon the delivery to him of a certificate for the securities in question and an instrument of transfer signed by the transferor in blank.

 

4)The certificates of any securities in respect of which a company has certified any instrument of transfer as provided in this section, shall upon certification be cancelled by the company.