No requisite documents, no share transfer from Oct. 3 – Registrar General

Beginning October 3, 2016, businesses that may want to carry out share-transfer or any related activity would be obliged to submit all the requisite documents before the process could be validated and consummated.

According to the Registrar-General’s Department, effective October 3, 2016, it would not accept and file any Deeds of Transfer or Share Transfer Instruments transferring shares to individuals unless it is accompanied by the necessary documents.

This is one of two major provisions of the Companies Act the Registrar General is enforcing in the registration and filing of documents at the Department.

Section 32 of the Act requires businesses to keep a register of names and addresses of their members as well as the statement of the shares held by each member distinguishing each share by a number and the amount paid or agreed to be considered as paid on the shares and any amount remaining unpaid on the shares.

This is expected to be done within 28 days of the conclusion of the agreement with the company to become a member.

In an exclusive interview with Joy Business Editor, Emmanuel Agyei, the Acting Registrar General, Jemima Oware noted any share transfer process would be deemed invalid until these requirements are satisfied by the company in their registered offices with share certificates issued by the company to its members as proof of the transfer.

“From 3 rd of October when you come to register share transfer instruments, there must be proof that the company has recognized you as a shareholder and they’ve either given you a share certificate so we will request a photocopy of that or at least a copy of an entry in the register of members will suffice. Also is a board resolution confirming that indeed a certain number of shares have been issued to you”

“Over the years, businesses present Deeds of Transfer or Share Transfer Instruments to the Department under the erroneous impression that filing of same is proof that they have been validly recognized as shareholders of their respective private companies” she lamented.

Section 98 (3) of the Act also obliges companies not 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. Section 98(2) also states that until a transferee’s name is entered into a company’s register, the transferor remains the holder of the share(s).

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