Investment Funds, Companies and Miscellaneous Provisions Act 2006


12.— Section 239 of the Act of 1990 is amended—

(a) by inserting the following subsection after subsection (1):

“(1A) Subject to any exceptions that may be specified in the regulations, the regulations may, in respect of—

(a) securities of companies admitted to trading on a regulated market,

(b) securities of companies admitted to trading on a market other than a regulated market, or

(c) securities of public limited companies of a specified class,

provide that the means provided by the regulations for evidencing and transferring title to such securities shall constitute the sole and exclusive means for doing so (and, accordingly, that any purported transfer of such securities otherwise than by those means shall be void).”,

(b) in subsection (5), by adding the following paragraph:

“(c) The regulations may—

(i) require the provision of statements by a company to holders of securities (at specified intervals or on specified occasions) of the securities held in their name;

(ii) make provision removing any requirement for the holders of securities to surrender existing share certificates to issuers; and

(iii) make provision that the requirements of the regulations supersede any existing requirements in the articles of association of a company which would be incompatible with the requirements of the regulations.”,


(c) by inserting the following subsection after subsection (5):

“(5A) Without prejudice to the generality of subsections (4) and (5), the regulations shall not contain provisions that would result in a person who, but for the regulations, would be entitled—

(a) to have his or her name entered in the register of members of a company, or

(b) to give instructions in respect of any securities,

ceasing to be so entitled.”.