ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 6 - TITLE AND TRANSFERS

Section 106. Certification of transfers.

(1) The certification by a company of any instrument of transfer of shares debentures or other interests in the company shall 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 the face of them show a prima facie title to the shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the shares, debentures or other interests. (2) Where any person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him as if the certification had been made fraudulently. (3) Where any certification is expressed to be limited to forty-two days or any longer period from the date of certification, the company and its officers shall not in the absence of fraud be liable in respect of the registration of any transfer of shares debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration. (4) For the purposes of this section - (a) an instrument of transfer shall be deemed to be certificated if it bears the words "certificate lodged" or words to the like effect; (b) the certification of an instrument of transfer shall be deemed to be made by a company if - (i) the person issuing the instrument is a person apparently authorized to issue certificated instruments of transfer on the company's behalf; and (ii) the certification is signed by a person apparently authorized to certificate transfers on the company's behalf or by any officer either of the company or of a corporation so apparently authorized; and (c) a certification that purports to be authenticated by a person's signature or initials (whether hand-written or not) shall be deemed to be signed by him unless it is shown that the signature or initials were not placed there by him and were not placed there by any other person apparently authorized to use the signature or initials for the purpose of certificating transfers on the company's behalf.