Companies Act 2014 section 98

Certification of shares

Section 98 deals with what it means when a company certifies an instrument of transfer of shares or debentures, what the company is representing by doing so, and the company's liability if that certification is false.

• When a company certifies a share transfer, it is only confirming that documents have been produced which appear on their face to show the transferor has a preliminary title — it is not guaranteeing that the transferor actually owns the shares or debentures.
• If a company negligently issues a false certification and someone acts in reliance on it, the company is liable to the same extent as if the false certification had been made fraudulently.
• A transfer instrument is treated as certificated if it bears the words "certificate lodged" or similar wording, and the certification is deemed to be made by the company if the person issuing or signing it is authorised to do so on the company's behalf.
• A certification is regarded as signed by a person if it bears their signature or initials (whether handwritten or not), unless it is shown that neither they nor anyone authorised to use their signature placed it there.

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