Corporations Act 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7 .

PART 7.11 - TITLE AND TRANSFER  

Division 2 - Transfer of certain securities  

Subdivision A - General provisions  

SECTION 1071B   INSTRUMENT OF TRANSFER  

1071B(1)   [ Transfer through prescribed CS facility]  

This section does not apply to a transfer of a security through a prescribed CS facility.

1071B(2)   [ Proper instrument of transfer]  

Subject to subsection (5), a company must only register a transfer of securities if a proper instrument of transfer (see subsections (3) and (4)) has been delivered to the company. This is so despite:

(a) anything in its constitution; or

(b) anything in a deed relating to debentures.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1) ).

1071B(3)   [ Details of company to be shown]  

An instrument of transfer is not a proper instrument of transfer for the purposes of subsection (2) if it does not show the details, specified in the regulations, in relation to the company concerned.

1071B(4)   [ Sufficient transfer]  

If the transfer of the securities is covered by Division 3 of this Part, then (in addition to subsection (3)), the instrument is not a proper instrument of transfer for the purposes of subsection (2) unless it is a sufficient transfer of the securities under regulations made for the purposes of that Division.

1071B(5)   [ Devolution by will or operation of law]  

Subsection (2) does not prejudice the power of the company to register, as the holder of securities, a person to whom the right to the securities has devolved by will or by operation of law.

1071B(6)   [ Transfer of security of deceased holder]  

Subsections (7) to (13) deal with a transfer of a security of a dead holder by the dead holder's personal representative. They deal with the transfer differently depending on whether the personal representative is a local representative or not.

1071B(7)   [ ``local representative'']  

The personal representative is a local representative if the representative is duly constituted as a personal representative under the law of the State or Territory in which the security is situated.

Note: Subsection 1070A(4) provides that the security is situated where the relevant register is kept.

1071B(8)   [ Transfer by local representative]  

If the personal representative is a local representative, a transfer of the security by the representative is as valid as if the representative had been registered as the holder of the security at the time when the instrument of transfer was executed.

1071B(9)   [ Transfer by representative who is not local representative]  

If:

(a) the personal representative is not a local representative; and

(b) the representative:

(i) executes an instrument of transfer of the security to the representative or to another person; and

(ii) delivers the instrument to the company; and

(iii) delivers to the company with the instrument a statement in writing made by the representative to the effect that, to the best of the representative's knowledge, information and belief, no grant of representation of the estate of the deceased holder has been applied for or made in the State or Territory in which the security is located and no application for such a grant will be made; and

(c) the statement is made within 3 months immediately before the date on which the statement is delivered to the company;

the company must (subject to subsection (10)) register the transfer and pay to the representative any dividends or other money accrued in respect of the security up to the time when the instrument was executed.

1071B(10)   [ Operation]  

Subsection (9) does not operate so as to require the company to do anything that it would not have been required to do if the personal representative were a local representative.

1071B(11)   [ Effect of transfer or payment]  

A transfer or payment made under subsection (9) and a receipt or acknowledgment of such a payment is, for all purposes, as valid and effectual as if the personal representative were a local representative.

1071B(12)   [ Application for registration as holder of share]  

For the purposes of this section, an application by a personal representative of a dead person for registration as the holder of a security in place of the dead person is taken to be an instrument of transfer effecting a transfer of the security to the personal representative.

1071B(13)   [ Evidence of probate of will, etc]  

The production to a company of a document that is, under the law of a State or Territory, sufficient evidence of probate of the will, or letters of administration of the estate, of a dead person having been granted to a person, is sufficient evidence of the grant (for the company's purposes). This is so despite:

(a) anything in its constitution; or

(b) in a deed relating to debentures.