THE CORPORATIONS LAW

CHAPTER 7 - SECURITIES

PART 7.13 - TITLE TO, AND TRANSFER OF, SECURITIES

Division 2 - Transfer of securities

SECTION 1095   CERTIFICATION OF TRANSFERS  

1095(1)  [Effect re third parties]  

The certification by a company of an instrument of transfer of shares in, debentures of, or interests made available by, 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 prima facie title to the shares, debentures or 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 interests.

1095(2)  [Liability for negligent certification]  

Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to the person as if the certification had been made fraudulently.

1095(3)  [Certification limited as to time]  

Where a certification is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers are not, in the absence of fraud, liable in respect of the registration of any transfer of shares, debentures or interests comprised in the certification after the end of the period so limited or any extension of that period given by the company if the instrument of transfer has not, within that period, been lodged with the company for registration.

1095(4)  [Deeming provisions]  

For the purposes of this section:

(a)  an instrument of transfer shall be deemed to be certified 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 authorised to issue certified instruments of transfer on the company's behalf; and
(ii) the certification is signed by a person authorised to certify transfers on the company's behalf or by an officer of the company or of a body corporate so authorised; and

(c)  a certification that purports to be authenticated by a person's signature or initials (whether handwritten or not) shall be deemed to be signed by the person unless it is shown that the signature or initials was not or were not placed there by the person and was not or were not placed there by any other person authorised to use the signature or initials for the purpose of certifying transfers on the company's behalf.

 

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