COMPANIES ACT - 1963 (ACT 179)

    Section - 98 - Registration of Transfers

    (1) Subject to sections 99 and 100 of this Code, no notice of any trust, express, implied or constructive or of any equitable, contingent, future, or partial interest in any share or debenture or any fractional part of a share or debenture shall be entered in the register of members or debentureholders or receivable by the company, and the company shall not be bound by, or be compelled in any way to recognise, any other rights in respect of a share or debenture except an absolute right to the entirety thereof in the registered holder; and accordingly until the name of the transferee is entered in the register in respect thereof the transferor shall, so far as concerns the company, be deemed to remain the holder thereof.

    (2) Notwithstanding anything contained in the Regulations of a company or in any contract, it shall not be lawful for the company to register a transfer of shares or debentures unless a proper instrument of transfer duly stamped, if chargeable to stamp duty, has been delivered to the company:

    Provided that nothing herein contained shall prejudice any power of the company to register any person to whom the right to any shares or debentures has been transmitted by operation of law.

    (3) Unless otherwise provided in the company's Regulations or the terms of the debenture, the company may refuse to register any transfer unless it is accompanied by the appropriate share certificate, debenture, or debenture stock certificate, or the company is bound to issue a renewal or copy thereof in accordance with subsection (2) of section 53 or 82 of this Code.

    (4) Transfers may be lodged for registration either by the transferor or transferee.

    (5) If a company refuses to register a transfer the company shall, within two months after the date on which the transfer was lodged with the company, send to the transferee and transferor notice of the refusal.

    (6) If default is made in complying with subsection (2) or (5) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred pounds.