Companies Act 2014 section 1045

Restriction on transfer of shares

Section 1045 deals with the circumstances in which directors of a public limited company (PLC) may refuse to register a transfer of shares, and disapplies certain transfer restrictions where shares are traded through an uncertificated (i.e. electronic) securities system.

• Where PLC shares are transferred through an uncertificated securities system governed by regulations under section 1086 (or the 1996 Uncertificated Securities Regulations), the normal restriction allowing directors to refuse to recognise a transfer instrument does not apply.
• Unless the company's constitution provides otherwise, directors may refuse to register a transfer of shares that are not fully paid to a person they do not approve of.
• Directors may also refuse to register a transfer of shares on which the company holds a lien.
• Directors may decline to register a transfer if, in their opinion, it could jeopardise the company's status in the State, endanger tax reliefs or rebates available to members, or expose the company to additional stamp duty or other duty on property conveyances.