Section 181 CAMA 2020
Section 176 Companies and Allied Matters Act is about Certification of transfers. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Certification of transfers
(1) When the holder of any share of a company wishes to transfer to any person only a part of the shares represented by one or more certificates, the instrument of transfer together with the relevant certificates shall be delivered to the company with a request that the instrument of transfer be recognised and registered and a certificate of transfer shall include a certificate issued in electronic form.
(2) A company to which a request is made under subsection (1), may recognise the instrument of transfer by endorsing on it the words, “certificate lodged” or words to the like effect.
(3) The recognition by a company of any instrument of transfer of shares in the company shall be taken as a representation by the company to any person acting on the faith of the recognition that there have been produced to the company such documents as on the face of them show a prima facie title to the shares in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares.
(4) Where any person acts on the faith of a false recognition by a company made negligently, the company shall be under the same liability to that person as if the recognition has been made fraudulently.
(5) For the purposes of this section—
(a) an instrument of transfer is deemed to be recognised if it bears the words, “certificate lodged” or words to the like effect ;
(b) the recognition of an instrument of transfer is deemed to be made by a company if—
(i) the person issuing the instrument is a person authorised to issue certificated instruments of transfers on the company’s behalf, and
(ii) the recognition is signed by a person authorised to recognise transfers of shares on the company’s behalf or by any officer or servant either of the company or of a body corporate so authorised ; and
(c) a recognition is deemed to be signed by any person if—
(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 by any person other than him or a person authorised to use the signature or initials for the purpose of transfers on the company’s behalf.
