Jersey Law
30/1998
COMPANIES
(AMENDMENT No. 4) (JERSEY) LAW 1998
____________
A LAW to
amend further the Companies (Jersey) Law 1991, sanctioned by Order of Her
Majesty in Council of the
21st day of OCTOBER 1998
____________
Registered on the
20th day of November 1998)
____________
STATES OF JERSEY
____________
The 21st day of April 1998
____________
THE
STATES, subject to
the sanction of Her Most Excellent Majesty in Council, have adopted the
following Law –
ARTICLE 1
(1) For
the definition “the court” in paragraph (1) of Article 1 of the
Companies (Jersey) Law 1991, as amended (hereinafter referred
to as “the principal Law”), there shall be substituted the
following definition –
“
‘the court’ means the Royal Court;”.
(2) For
the definition “securities” in paragraph (1) of Article 1 of the
principal Law there shall be substituted the following definition –
“
‘securities’ –
(a) in Article 51A, has the
meaning assigned to it by paragraph (4) of that Article; and
(b) except as provided in
sub-paragraph (a) of this definition, has the meaning assigned to it by
sub-paragraph (b) of paragraph (4) of Article 29;”.
ARTICLE 2
Article 42 of the
principal Law is amended –
(a) by substituting for
paragraph (1) the following paragraph –
“(1) Notwithstanding anything
in its articles, a company shall not register a transfer of shares in the
company unless –
(a) an instrument of
transfer in writing has been delivered to it;
(b) the transfer is
exempted from the provisions of this paragraph pursuant to paragraph (6); or
(c) the transfer is made in
accordance with an Order made under Article 51A.”;
(b) by substituting for
paragraph (6) the following paragraph –
“(6) The Committee may
by Order provide for exemptions from the provisions of paragraph (1), either as
regards specified companies or classes of companies or as regards specified
shares or classes of shares.”.
ARTICLE 3
Paragraph (1) of
Article 50 of the principal Law is amended by inserting after the words
“this Article” the words “and Article 51A”.
ARTICLE 4
After Article 51
of the principal Law, but before Part X of the principal Law, there shall be
inserted the following Article –
“ARTICLE 51A
Uncertificated securities
(1) Notwithstanding
any other provision in this Law, the Committee may by Order provide in
accordance with this Article for title to securities or to any specified class
or description of securities to be evidenced and transferred without a written
instrument.
(2) An
Order under this Article may provide for any of the following matters –
(a) procedures for
recording and transferring title to securities, and with respect to the keeping
of the register of members in relation to such securities;
(b) the regulation of those
procedures and the persons responsible for or involved in their operation;
(c) provision with respect
to the rights and obligations of persons in relation to securities dealt with
under such procedures;
(d) the giving of effect to
–
(i) the
transmission of title to securities by operation of law;
(ii) any restriction on the
transfer of title to securities arising by virtue of the provisions of any
enactment, instrument, court order or agreement; and
(iii) any power conferred on a
person, by any provision to which clause (ii) refers, to deal with securities
on behalf of the person entitled;
(e) in relation to the
persons responsible for or involved in the operation of the procedures to which
sub-paragraph (a) refers, provision as to –
(i) the
consequences of their insolvency, bankruptcy or incapacity; and
(ii) the transfer by or from
them to other persons of their functions in relation to those procedures; and
(f) for any of the
purposes in sub-paragraphs (a) to (e) –
(i) the
modification or exclusion of any provisions of any enactment or rule of law;
(ii) the application (with
such modifications, if any, as the Committee may think appropriate) of any
provisions of this Law creating criminal offences;
(iii) the application (with such
modifications, if any, as the Committee may think appropriate) of any other
provisions of any enactment (not being provisions creating criminal offences);
(iv) the requiring of the payment
of fees of such amounts as are specified in the Order or are determined in
accordance with the Order, or the enabling of persons specified in the Order to
require payment of such fees; and
(v) the empowering of the
Committee to delegate to any person willing to discharge them any of its
functions under the Order.
(3) An
Order made under this Article shall contain such safeguards as appear to the
Committee to be appropriate for the protection of investors.
(4) In
this Article –
(a) ‘securities’
means –
(i) shares,
stock, debentures, debenture stock, loan stock and bonds;
(ii) warrants entitling the
holders to subscribe for any securities specified in clause (i);
(iii) units in a collective
investment fund within the meaning of the Collective Investment Funds (Jersey)
Law 1988; and
(iv) other securities of any
description;
(b) references to title to
securities include any legal, equitable or other interest in securities; and
(c) references to a
transfer of title include a transfer by way of security.”.
ARTICLE 5
This Law may be
cited as the Companies (Amendment No. 4) (Jersey) Law 1998 and shall come into
force on the day following its registration.
G.H.C. COPPOCK
Greffier of the States.