Section 85 — Companies Act 1993: Transfer of shares under approved system

85 Transfer of shares under approved system (1) Where shares in a company are transferred under a system of transfer approved under section 7 of the Securities Transfer Act 1991 , the company may refuse to complete or delay the registration of the transfer of the shares if— (a) The board resolves, within 30 working days of such date as may be specified for the purpose in the Order in Council approving the system, to refuse or delay registration of the transfer, and the resolution sets out in full the reasons for doing so; and (b) Notice of the resolution, including those reasons, is sent to the transferor and to the transferee within 5 working days of the resolution being passed by the board; and (c) either— (i) the Act or the constitution expressly permits the board to refuse or delay registration for the reasons stated; or (ii) any identification number assigned to the shares or issued to the holder of the shares under a system of transfer approved under section 7 of the Securities Transfer Act 1991 is not recorded on the form of transfer of the shares or otherwise communicated in writing to the company by or on behalf of the transferor. (2) Subject to subsection (1) of this section, if a company fails to enter or cause to be entered the name of the transferee on the share register on a transfer of shares under a system approved under section 7 of the Securities Transfer Act 1991 ,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act; and (b) Every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act. Subsection (1)(c) was substituted, as from 3 May 2001, by section 5 Companies Act 1993 Amendment Act 2001 (2001 No 18).