Companies Act, 1973 (Act No. 61 of 1973)Uncertificated Securities Regulations, 1999Schedule3. Duties of company |
| 1) | A company which has been instructed to convert certificated securities into uncertificated securities- |
| a) | must ensure that the documents and instruction lodged with it, comply with the rules of the central securities depository; |
| b) | must ensure that the documents of title and other information relating to the certificated securities correspond to the particulars contained in the register of members; |
| c) | must ensure that- |
| i) | the distinguishing number recorded in terms of section 95 of the Act is valid; |
| ii) | the distinguishing number represents the document of title evidencing the entitlement of the person who has given the instruction to convert; |
| iii) | a document of title relating to the certificated securities is valid and has not been cancelled or recorded by the company as lost or stolen; |
| iv) | the number of certificated securities to which a document of title relates does not exceed the holding allocated to the member concerned in the register of members; |
| d) | must verify that the document of title relating to the certificated securities has, on the face of it, been validly issued by the company; |
| e) | may not act on an instruction to convert if it has reason to doubt the validity of the instruction or the document of title relating to the certificated securities. |
| 2) | A company must, after it has accepted an instruction to convert certificated securities into uncertificated securities- |
| a) | record in the register of members the date on which the securities are converted; |
| b) | indicate clearly on the face of the document of title relating to the securities that the securities have been converted; |
| c) | reflect the converted securities as uncertificated securities in its register of members. |
| 3) | A company must, after certificated securities have been converted in terms of subregulation (2), instruct the participant appointed by the member, or in the absence of such a participant, a participant appointed by the company which has agreed with the company to hold the securities on behalf of the member, to enter in a subregister the number of uncertificated securities and the name of the member as it appeared in the company's register of members before the conversion took place. |
| 4) | Except in accordance with section 91A(7) of the Act or a court order, a company may not require a participant to remove or change the particulars of uncertificated securities from or in a subregister and a company may not reduce the balance of uncertificated securities recorded in its register of members. |