THE CORPORATIONS LAW

CHAPTER 7 - SECURITIES

PART 7.13 - TITLE TO, AND TRANSFER OF, SECURITIES

Division 2 - Transfer of securities

SECTION 1091   INSTRUMENT OF TRANSFER  

1091(1AA)  [SCH-regulated transfer]  

This section does not apply to an SCH-regulated transfer.

1091(1)  [Proper instrument of transfer]  

Notwithstanding anything in its constitution or in a deed relating to debentures or interests, a company shall not register a transfer of shares, debentures or interests unless a proper instrument of transfer has been delivered to the company.

1091(1A)  [Requirements for proper instrument of transfer]  

An instrument of transfer is not a proper instrument of transfer for the purposes of subsection (1) unless:

(a)  in the case of a transfer of marketable securities within the meaning of Division 3 of Part 7.13 - it is a sufficient transfer of the marketable securities under that Division; or

(b)  in any case - it shows the jurisdiction of registration of the company concerned.

1091(2)  [Devolution by will or operation of law]  

Subsection (1) does not prejudice the power of the company to register as a shareholder, debenture holder or interest holder a person to whom the right to any shares in, debentures of, or interests made available by, the company has devolved by will or by operation of law.

1091(3)  [Transfer by personal representatives]  

A transfer of shares, debentures or interests of a dead holder made by his or her personal representative is, although the personal representative is not himself, herself or itself registered as the holder of those shares, debentures or interests, as valid as if he, she or it had been so registered at the time of the execution of the instrument of transfer.

1091(4)  [Personal representative from another jurisdiction]  

Where the personal representative of a dead holder duly constituted as such under a law of another jurisdiction:

(a)  executes an instrument of transfer of a share, debenture or interest of the dead holder to himself, herself or itself or to another person; and

(b)  delivers the instrument to the company, together with a statement in writing made by the personal representative to the effect that, to the best of the personal representative's knowledge, information and belief, no grant of representation of the estate of the deceased holder has been applied for or made in this jurisdiction and no application for such a grant will be made, being a statement made within the period of 3 months immediately before the date of delivery of the statement to the company;

the company shall register the transfer and pay to the personal representative any dividends or other money accrued in respect of the share, debenture or interest up to the time of the execution of the instrument, but this subsection does not operate so as to require the company to do an act or thing that it would not have been required to do if the personal representative were the personal representative of the dead holder duly constituted under a law of this jurisdiction.

1091(5)  [Transfers or payments under subsec (4)]  

A transfer or payment made under subsection (4) and a receipt or acknowledgment of such a payment is, for all purposes, as valid and effectual as if the personal representative were the personal representative of the dead holder duly constituted under a law of this jurisdiction.

1091(6)  [Deemed instrument of transfer]  

For the purposes of this section, an application by a personal representative of a dead person for registration as the holder of a share, debenture or interest in place of the dead person shall be deemed to be an instrument of transfer effecting a transfer of the share, debenture or interest to the personal representative.

1091(7)  [Evidence of grant of probate]  

The production to a company of a document that is, under the law of a jurisdiction, sufficient evidence of probate of the will, or letters of administration of the estate, of a dead person having been granted to a person shall be accepted by the company, notwithstanding anything in its constitution, or in a deed relating to debentures or interests, as sufficient evidence of the grant.