Malaysia legislation
Section 18
Section 18
(2)
The issuer shall, on receipt of the scrip and instrument, forthwith do all such acts and things as may be necessary in order to register the transfer of the security underlying such scrip in the name of the central depository or its nominee company.
(3)
Without prejudice to the right of an issuer to refuse to register a transfer under any written law, the issuer shall refuse registration of the transfer mentioned in subsection (2) if—
(a)
it ascertains that the scrip is not a genuine scrip or is a scrip that was reported lost or destroyed;
(b)
in relation to any such security, it discovers that—
(i)
there has been a duplication in the issuance of the scrip representing that security; or
(ii)
such scrip is a scrip issued in excess of the issued share capital of the issuer;
(c)
it has been served with an order of a court of competent jurisdiction prohibiting any dealing in respect of the security underlying such scrip; or
(d)
an order under regulation 8 of the Essential (Protection of Depositors) Regulations 1986 [P. U. (A) 237/1986]
has been made by the Central Bank of Malaysia and published in the Gazette preventing the person who deposited the scrip from dealing with any of his moneys, properties or assets.
(4)
Within seven market days after a transfer is lodged with an issuer or within such longer period as may be allowed in writing by a central depository, the issuer shall (other than in any of the cases mentioned in subsection (3) above) complete and deliver the appropriate certificate to the central depository.
Securities Industry (Central Depositories) 37
(5)
Section 105 of the Companies Act 1965 shall not apply in relation to any transfer required to be registered by an issuer pursuant to this section, but where an issuer refuses registration of such a transfer, it shall serve on the transferor and the central depository
(being a transferee) a written notice giving reasons for such refusal.
(6)
Notwithstanding section 103 of the Companies Act 1965, an instrument of transfer lodged with an issuer pursuant to subsection (1)
shall be capable of registration in the name of a central depository or its nominee company if such instrument has been certificated by an authorized depository agent instead of being executed by the central depository or its nominee company.
(7)
For the purposes of this section—
(a)
an instrument of transfer shall be deemed to be certificated if it bears the words ―certificate lodged for registration in the name of ... (name of central depository or its nominee company, as the case may be)
...‖ or words to the like effect;
(b)
the certification of an instrument of transfer shall be deemed to be made by an authorized depository agent if—
(i)
the person issuing the instrument is a person apparently authorized to issue certificated instruments of transfer on the agent’s behalf; and
(ii)
the certification is signed by a person apparently authorized to certificate transfers on the agent’s behalf;
(c)
a certification that purports to be authenticated by a person’s signature or initials (whether handwritten or not) shall be deemed to be signed by him unless it is shown that the signature or initials were not placed there by him or were not placed there by any other person apparently authorized to use the signature or initials for
38 Laws of Malaysia ACT 453
the purpose of certificating transfers on the agent’s behalf.
(8)
An issuer which fails to comply with subsection (4) or (5)
shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding one year or to both, and in the case of a continuing offence, shall, in addition, be liable to be punished with a daily fine not exceeding one thousand ringgit for every day during which the offence continues.
(9)
This section shall not apply to bearer securities.
Central depository and authorized depository agent not liable for loss