Stock Transfer Act, 1963

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Number 34 of 1963.

STOCK TRANSFER ACT, 1963.

ARRANGEMENT OF SECTIONS

FIRST SCHEDULE

SECOND SCHEDULE

Number 34 of 1963.

STOCK TRANSFER ACT, 1963.

AN ACT TO AMEND THE LAW WITH RESPECT TO THE TRANSFER OF SECURITIES. [24th December, 1963.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

Interpretation·

1.—In this Act—

“the Minister” means the Minister for Finance;

“registered securities” means securities the holders of which are entered in a register;

“securities” includes shares, stock, debentures, debenture stock, loan stock and bonds;

“stock exchange transaction” means a sale and purchase of securities in which each of the parties is a member of a stock exchange acting in the ordinary course of his business as such or is acting through the agency of such a member;

“stock exchange” means the Cork Stock Exchange, the Dublin Stock Exchange and any other stock exchange which is declared by the Minister by regulations to be a recognised stock exchange for the purposes of this Act.

Simplified transfer of securities.

2.—(1) Registered securities to which this section applies may be transferred by means of an instrument under hand in the form set out in the First Schedule to this Act (in this Act referred to as a stock transfer), executed by the transferor only and specifying (in addition to the particulars of the consideration, of the description and number or amount of the securities, and of the person by whom the transfer is made) the full name and address of the transferee.

(2) The execution of a stock transfer need not be attested; and where such a transfer has been executed for the purpose of a stock exchange transaction, the particulars of the consideration and of the transferee may either be inserted in that transfer or, as the case may require, be supplied by means of separate instruments in the form set out in the Second Schedule to this Act (in this Act referred to as brokers transfers), identifying the stock transfer and specifying the securities to which each such instrument relates and the consideration paid for those securities.

(3) Nothing in this section shall be construed as affecting the validity of any instrument which would be effective to transfer securities apart from this section; and any instrument purporting to be made in any form which was common or usual before the commencement of this Act, or in any other form authorised or required for that purpose apart from this section, shall be sufficient, whether or not it is completed in accordance with the form, if it complies with the requirements as to execution and contents which apply to a stock transfer.

(4) This section applies to fully paid up transferable registered securities of any description, except securities of a company limited by guarantee or an unlimited company.

Supplementary provisions as to simplified transfer.

3.—(1) Section 2 of this Act shall have effect in relation to the transfer of any securities to which that section applies notwithstanding anything to the contrary in any enactment (including the Companies Act, 1963) or instrument relating to the transfer of those securities; but nothing in that section affects—

(a) any right to refuse to register a person as the holder of any securities on any ground other than the form in which those securities purport to be transferred to him; or

(b) any enactment or rule of law regulating the execution of documents by companies or other bodies corporate, or any articles of association or other instrument regulating the execution of documents by any particular company or body corporate.

(2) Subject to the provisions of this section, any enactment or instrument relating to the transfer of securities to which section 2 of this Act applies shall, with any necessary modifications, apply in relation to an instrument of transfer authorised by that section as it applies in relation to an instrument of transfer to which it applies apart from this subsection.

(3) In relation to the transfer of securities by means of a stock transfer and a brokers transfer—

(a) any reference in any enactment or instrument to the delivery or lodging of an instrument (or proper instrument) of transfer shall be construed as a reference to the delivery or lodging of the stock transfer and the brokers transfer;

(b) any such reference to the date on which an instrument of transfer is delivered or lodged shall be construed as a reference to the date by which the later of those transfers to be delivered or lodged has been delivered or lodged; and

(c) subject to paragraphs (a) and (b) of this subsection, the brokers transfer (and not the stock transfer) shall be deemed to be the conveyance or transfer for the purposes of the enactments relating to stamp duty.

Prohibition of circulation of blank transfers.

4.—(1) Where a transfer in blank relating to registered securities has been delivered, pursuant to a sale of those securities, to or to the order of the purchaser or any person acting on his behalf, any person who in the State parts with possession of that transfer, or who removes it or causes or permits it to be removed from the State, before it has been duly completed shall, as well as being liable for the stamp duty chargeable in respect of that transfer, be liable to a penalty of one hundred pounds, and the penalty shall be recoverable in the same manner as if it were part of the duty.

(2) For the purposes of this section “transfer in blank” means a transfer in which the name of the transferee has not been inserted, and a transfer shall be treated as duly completed if, and only if, the name of the transferee is inserted therein, being the name of—

(a) the purchaser of the securities under the sale;

(b) a person entitled to a charge upon the securities for money lent to that purchaser;

(c) a nominee holding as a bare trustee for that purchaser or for any such person as is mentioned in paragraph (b) of this subsection; or

(d) a person acting as the agent of that purchaser for the purposes of the sale.

(3) The foregoing provisions of this section shall apply in relation to a transfer delivered by way of or pursuant to a voluntary disposition inter vivos, being a transfer to which section 74 of the Finance (1909-10) Act, 1910 , applies, as they apply in relation to a transfer delivered pursuant to a sale, and as if for any reference to the purchaser there were substituted a reference to the person (in this section referred to as the donee) to whom the disposition is made.

(4) References in this section to the purchaser or donee of any registered securities include references to any person to whom the rights of the purchaser or donee are transmitted by operation of law; and in relation to a transfer chargeable with duty in accordance with subsection (4) or subsection (5) of section 58 of the Stamp Act, 1891, references in this section to the purchaser and a sale shall be construed as references to the sub-purchaser and a sub-sale.

Additional provisions as to transfer forms.

5.—(1) References in this Act to the forms set out in the First and Second Schedules to this Act include references to forms substantially corresponding to those forms respectively.

(2) The Minister may by regulations amend the said Schedules either by altering the forms set out therein or by substituting different forms for those forms or by the addition of forms for use as alternatives to those forms; and references in this Act to the forms set out in those Schedules (including references in this section) shall be construed accordingly.

(3) Any regulations under subsection (2) of this section which substitute a different form for a form set out in the First Schedule to this Act may direct that subsection (3) of section 2 of this Act shall apply with any necessary modifications, in relation to the form for which that form is substituted as it applies to any form which was common or usual before the commencement of this Act.

Laying of regulations before Houses of Oireachtas.

6.—Every regulation made under this Act shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulations is passed by either such House within the next twenty-one days upon which that House has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

Short title and commencement.

7.—(1) This Act may be cited as the Stock Transfer Act, 1963.

(2) This Act shall come into operation on such day as the Minister appoints by order.

FIRST SCHEDULE

FORM (STOCK TRANSFER)

Section 2 .

The security represented by the transfer overleaf has been sold as follows:—

SECOND SCHEDULE

FORM (BROKERS TRANSFER)

Section 2 .