Appendix 5

advertisement
ICSA Registrars Group Best Practice Statement:
Minimum Signature Requirements
[Updated October 2011]
The Institute of Chartered Secretaries and Administrators Registrars Group (ICSA Registrars Group)
represents the main service registrars in the United Kingdom whose members are outsourced
registrars for more than 99% of all quoted companies in the UK. The ICSA Registrars Group is
responsible for developing policy and best practice guidelines in all areas relating to share
registration.
As a result the following best practice statement has been produced by the ICSA Registrars Group,
setting out the minimum signature requirements that will usually be accepted by registrars in respect
of the documents listed. Individual registrars may require additional signatures or documentation,
either as a general requirement or where they consider that the individual circumstances warrant such
action.
The below signature requirements relate only to documents which are submitted in paper form. As
regards documentation in electronic or other non-paper form see ICSA CSP Manual Chapter 6
(especially paragraph 6.14) (and as regards the CREST system, paragraphs 5.23-5.24)
Document
Change of
Address
Authority for Individuals
Registered Shareholder (1st if
joint holding)
Power of Attorney (unrestricted)
Court Order
(note 1)
Dividend
Mandate
Instruction
Shareholder (all shareholders if
joint) Power of Attorney
(unrestricted)
Court Order
(note 1)
Shareholder, with original (or
appropriately certified copy) legal
document
Power of Attorney (unrestricted)
with original (or appropriately
certified copy) legal document
Court Order
Change of
Name
Form of Transfer
or CREST Stock
Deposit
Shareholder (all shareholders if
joint)
Power of Attorney (unrestricted)
Court Order
Authority for Corporates
Two authorised signatures stating their
capacity or; Company Seal with one
authorised signatory stating capacity or;
one authorised signature on headed paper
with capacity
Court Order
Power of Attorney (unrestricted)
One authorised signatory stating capacity
Court Order
Power of Attorney (unrestricted)
Relevant name change certificate issued by
Companies House (or equivalent) (original or
copy certified by two authorised signatures
stating their capacity or; Company Seal with
one authorised signatory stating capacity)
Court Order
Power of Attorney (unrestricted) with original
(or appropriately certified copy) relevant
companies registry name change certificate
Two authorised signatures stating their
capacity;
Company Seal with one authorised signatory
stating capacity (or sole director); or signature
by one director of the company in the
presence of a witness who attests the
director’s signature (note 2)
Page 1 of 2
Indemnity for
Lost Certified
Transfer
Letter of
Indemnity
Brokers
Rectification
SCRIP or DRIP
Election
Proxy Card
Brokers Stamp and authorised
signature and (where
appropriate), bank, insurance
company, etc guarantee
Shareholder (all shareholders if
joint) Power of Attorney
(unrestricted)
and (where appropriate), bank,
insurance company, etc
guarantee
Brokers Stamp and authorised
Signature
(and in case of major error,
insurance company, etc
guarantee)
In most cases all shareholders
must sign the election, although
some company specific articles
only require the first named
holder to sign the election
Court Order
In most cases the first named
shareholder can sign the proxy,
although some company specific
articles state that all registered
holders must sign
Court order
Power of Attorney (unrestricted)
Court Order
Power of Attorney (unrestricted)
Brokers Stamp and authorised signature and
(where appropriate), bank, insurance
company, etc guarantee
Two directors or authorised signatures stating
capacity, or
signature by one director of the company in
the presence of a witness who attests the
director’s signature (note 2)
Power of Attorney (unrestricted)
and (where appropriate), bank, insurance
company, etc guarantee
Brokers Stamp and authorised signature (and
in case of major error, insurance company,
etc guarantee)
One authorised signature stating capacity
Court Order
Power of Attorney (unrestricted)
One authorised signature stating capacity
Court Order
Power of Attorney (unrestricted)
Notes:
1) In Scotland a majority of holders may sign relative to a joint account.
2) In the case of attestation by a witness, the witness should give their full name and address on
the document.
3) The registrars that contributed to this best practice statement were Capita Registrars,
Computershare Investor Services, Diageo and Equiniti.
Page 2 of 2
Download