| (a) | must state on its face— |
| (i) | the name of the issuing company; |
| (ii) | the name of the person to whom the securities were issued; |
| (iii) | the number and class of shares and the designation of the series, if any, evidenced by that certificate; and |
| (iv) | any restriction on the transfer of the securities evidenced by that certificate, |
subject to item 6(4) of Schedule 5;
| (b) | must be signed by two persons authorised by the company’s board; and |
| (c) | is proof that the named security holder owns the securities, in the absence of evidence to the contrary. |
| (2) | A signature contemplated in subsection (1)(b) may be affixed to or placed on the certificate by autographic, mechanical or electronic means. |
| (3) | A certificate remains valid despite the subsequent departure from office of any person who signed it. |
| (4) | If, as contemplated in section 50(5), all of a company’s shares rank equally for all purposes, and are therefore not distinguished by a numbering system— |
| (a) | each certificate issued in respect of those shares must be distinguished by a numbering system; and |
| (b) | if the share has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding holder of the share in succession to be identified. |
| (5) | Subject to subsection (6), a company must enter in its securities register every transfer of any certificated securities, including in the entry— |
| (a) | the name and address of the transferee; |
| (b) | the description of the securities, or interest transferred; |
| (c) | the date of the transfer; and |
| (d) | the value of any consideration still to be received by the company on each share or interest, in the case of a transfer of securities contemplated in section 40(5) and (6). |
| (6) | A company may make an entry contemplated in subsection (5) only if the transfer— |
| (a) | is evidenced by a proper instrument of transfer that has been delivered to the company; or |
(b) was effected by operation of law.
