Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.

• Jurisdiction: Ireland
• Citation: IR SI 68/1996
• Year: 1996

CONTENTS
CHAPTER I
Citation, Commencement & Interpretation
Regulation
1. Citation and Construction
2. Commencement
3. Interpretation
CHAPTER II
Transferring & Recording Shares & Securities
4. Formalities of Transfer of securities
5. Transfer in writing
6. Participation in respect of shares
9. Participation in respect of securities other than shares
10. Entries on registers
11. Effect of entries on registers
12. Rectification of and changes to registers of securities
13. Closing of registers
14. Attendance and Voting at meetings
15. Notice of meetings
16. Registration of transfers of securities
17. Registration of linked transfers
18. Position of a transferee prior to entry on register Regulation
19. Prohibition on issue of certificates
20. Conversion of securities into certificated form
21. Endorsements on certificates
22. Interests in uncertificated units
23. Liabilities of trustees
24. Conversion of securities into uncertificated form
25. New issues in uncertificated form
CHAPTER III
Approval and Compliance of Operator
26. Application for Approval
27. Grant of Approval
28. Recognition of operator approved by competent authority
29. Delegation of Minister's Functions
30. Appeal to Minister
31. Withdrawal of Approval
32. Withdrawal of Recognition
33. Compliance order and directions
34. Requests for information from the Operator
CHAPTER IV
Operation of Automated Transfers and Registration Regulation
35. Properly authenticated dematerialised instructions
CHAPTER V
Minority Shareholders
36. Notices under section 204 of the 1963 Act
CHAPTER VI
Supplementary and Incidental
37. Evidence of system-?entries
SCHEDULE
S.I. No. 68 of 1996.
COMPANIES ACT, 1990 (UNCERTIFICATED SECURITIES) REGULATIONS, 1996.
I, PAT RABBITTE, Minister of State at the Department of Enterprise and Employment, in exercise of the powers conferred on me by section 4 of the Companies (Amendment) Act, 1977 (No. 31 of 1977) and section 239 of the Companies Act, 1990 (No. 33 of 1990) and the Enterprise and Employment (Delegation of Ministerial Functions) Order, 1995 ( S.I. No. 42 of 1995 ), to enable title to securities to be evidenced otherwise than by a certificate and transferred without a written instrument, and make provision for certain supplemental and incidental matters, hereby make the following regulations:
CHAPTER I Citation, Commencement and Interpretation
	1 Citation and Construction	1. (1) These regulations may be cited as the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
(2) These regulations shall be construed as one with the Companies Acts.
	2 Commencement	2. These regulations shall come into force on the 1st April, 1996.
	3 Interpretation	3. (1) In these regulations except where the context otherwise requires—
"the 1963 Act" means the Companies Act, 1963 ;
"the 1977 Act" means the Companies (Amendment) Act, 1977 ;
"the 1990 Act" means the Companies Act, 1990 ;
"the 1995 Act" means the Stock Exchange Act, 1995 ;
"articles of association", in the case of a company which is not a company within the meaning of section 2 (1) of the 1963 Act, shall include its charter, bye-laws or other constituent documents;
"certificate", means any certificate, instrument or other document of, or evidencing, title to, a unit or units of security;
"certificated unit of a security" means a unit of a security other than an uncertificated unit of a security as defined in this regulation;
"the Companies Acts" means the 1963 Act and any enactment which is to be construed therewith;
"company" means a company within the meaning of section 2 (1) of the 1963 Act and any body corporate within the meaning of section 377 (1) of the 1963 Act;
"competent authority" means any person authorised under the laws of a Member State to approve persons to operate a relevant system;
"computer" means any device or combination or succession of devices for storing and processing information, and any reference to information being derived from other information is a reference to its being derived therefrom by calculation, comparison or any other process;
"court" means a court of competent jurisdiction;
"dematerialised instruction" means an instruction sent or received by means of a relevant system;
"director", in the case of a company which is not a company within the meaning of section 2 (1) of the 1963 Act, includes a member of the governing body of the company;
"enactment" includes an enactment comprised in any subordinate legislation within the meaning of the Interpretation Act, 1937 ;
"generate", in relation to an operator-instruction, means to initiate the procedures by which an operator-instruction comes to be sent;
"guidance", in relation to an operator, means guidance issued by the operator which is intended to have continuing effect and is issued in writing or other legible form, which if it were a rule, would come within the definition of a rule;
"instruction" includes any instruction, election, acceptance or any other message of any kind;
"interest in a security" means any legal or equitable interest or right in relation to a security, including—
( a ) an absolute or contingent right to acquire a security created, allotted or issued or to be created, allotted or issued; and
( b ) the interests or rights of a person for whom a security is held by a custodian or depository;
"issue", in relation to a new unit of a security, means to confer title to that unit on a person;
"issuer-instruction" means a properly authenticated dematerialised instruction attributable to a participating issuer;
"officer", in relation to a participating issuer, includes—
( a ) where the participating issuer is a company, such persons as are mentioned in section 2 (1) of the 1963 Act;
( b ) where the participating issuer is a partnership, a partner; or in the event that no partner is situated in the State, a person in the State who is acting on behalf of the partner; and
( c ) where the participating issuer is neither a company nor a partnership, any member of its governing body; or in the event that no member of its governing body is situated in the State, a person in the State who is acting on behalf of its governing body;
"operator" means any person specified in regulation 28 or approved by the Minister under these regulations as operator of a relevant system;
"operator-instruction" means a properly authenticated dematerialised instruction attributable to an operator;
"operator-system" means those facilities and procedures which are part of the relevant system, which are maintained and operated by or for an operator, by which the operator generates operator-instructions and receives dematerialised instructions from system-participants and by which persons change the form in which units of a participating security are held;
"participating issuer" means a person who has issued a security which is a participating security;
"participating security" means a security, title to units of which is permitted by an operator to be transferred by means of a relevant system;
"practices" in relation to an operator means non-binding guidance issued by the operator;
"register of members" means a register of members maintained by a company under section 116 (1) of the 1963 Act;
"register of securities"—
( a ) in relation to shares, means a register of members, and
( b ) in relation to units of a security other than shares, means a register maintained by the issuer, whether by virtue of these regulations or otherwise, of persons holding the units;
"relevant system" means a computer based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters and "relevant system" includes an operator-system;
"rules" in relation to an operator, means rules made or conditions imposed by the operator with respect to the provision of the relevant system;
"securities" means shares, stock, debentures, debenture stock, loan stock, bonds, units in undertakings for collective investments in transferable securities within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 ( S.I. No. 78 of 1989 ), and other securities of any description;
"settlement-bank" in relation to a relevant system, means a person who has contracted to make payments in connection with transfers of title to uncertificated units of a security by means of that system;
"share" means share or stock in the share capital of a company;
"system entry" means any entry or record made, supplied or stored in legible or non-legible form by any operator or any system-participant in any register of securities or in connection with the operation of a relevant system and any dematerialised instruction issued by any such persons;
"system-member", in relation to a relevant system, means a person permitted by an operator to transfer title to uncertificated units of a security by means of that system and includes, where relevant, two or more persons who are jointly so permitted;
"system-member instruction" means a properly authenticated dematerialised instruction attributable to a system-member;
"system-participant" in relation to a relevant system, means a person who is permitted by an operator to send and receive properly authenticated dematerialised instructions and "sponsoring system-participant" means a system-participant who is permitted by an operator to send properly authenticated dematerialised instructions attributable to another person and to receive properly authenticated dematerialised instructions on another person's behalf;
"system-user", in relation to a relevant system, means a person who as...