COMPANIES ACT - 1963 (ACT 179)

    Section - 101 - Certification of Transfers

    (1) When the holder of any shares or of debenture stock wishes to transfer to any person part only of the shares or stock represented by one or more certificates, the instrument of transfer together with the relative certificates may be delivered to the company or to the registration officer of the company with a request to certificate the instrument of transfer.

    (2) If a company or its registration officer endorses on an instrument of transfer the words "certificate lodged", or words to the like effect, this shall be taken as a representation to any one acting on the faith of the certification that there has been produced to, and retained by, the company or the registration officer such certificates as show a prima facie title to the shares or stock in the transferor named in the instrument of transfer but not as a representation that the certificates are genuine or that the transferor has any title to the shares or stock.

    (3) Where any person acts on the faith of a false certification made by the company, the company shall be liable to compensate such person for any loss suffered as a result of so acting.

    (4) Where any person acts on the faith of a false certification made by the registration officer, the company and the registration officer shall be jointly and severally liable to compensate such person for any loss suffered as a result of so acting but the company shall be entitled to be indemnified by the registration officer.

    (5) The certification shall be deemed to be made by the company if,

    (a) it bears the signature or initials, whether handwritten or not, of any of its officers for whose act of signing it the company is liable under the provisions of sections 139 to 143 of this Code; or

    (b) it purports to bear the signature or initials, whether handwritten or not, of any officer of the company and is issued by any officer of the company for whose act of issuing it the company is liable under the provisions of sections 139 to 143 of this Code.

    (6) The certification shall be deemed to be made by the registration officer if,

    (a) it bears the signature or initials, whether handwritten or not, of the registration officer or of any officer, agent or servant of his having his authority to certificate transfers of the company's shares or debenture stock; or

    (b) it purports to bear the signature or initials, whether handwritten or not, of the registration officer or any officer, agent or servant of his and when issued by the registration officer or any officer, agent or servant of his, him having his authority to issue certifications of transfers of the company's shares or debenture stocks.

    (7) For the purposes of subsections (5) and (6) of this section, the certification shall be deemed to be issued by any person if the instrument of transfer bearing the certification is delivered or sent by him to the transferor, transferee or any other person named in the request for certification or is despatched to any such person with a covering letter bearing his signature or initials, whether handwritten or not.