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Part IV · Shares and Debentures Prospectus

77. Certification of transfers

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

The certification by a company of any instrument of transfer of shares in or debentures of the company shall be taken as a representation by the company to any person acting on the faith of such certification, that there have been produced to the company such documents as on the face of there show a prima facie title to the shares or debters in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares or debentures.

(2)

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

(3)

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, where —

(i)

the person issuing the instrument is a person authorised to issue certificated 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 or servant either of the company or of a body corporate so authorised ;

(c)

a certification shall be deemed to be signed by any person where —

(i)

it purports to be authenticated by his signature or initials, whether handwritten or not; and

(ii)

it is not shown that the signature or initials was or were placed there neither by himself nor by any person authorised to use the signature or initials for the purpose of certifying transfers on the company’s behalf.

Part V

Shareholders and Their Rights and Obligations

Part VI

Registration of Charges Registration of Charges with Registrar

Part VII

Management and Administration Registered Office

Part VIII

Amalgamations

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules