Section 90: Certification of transfers

90. Certification of transfers (1) The certification by a company of an instrument of transfer of a share, debenture or other interest in the company shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as, on the face of them, show a prima facie title to the share, debenture or other interest in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the share, debenture or other interest. (2) Where a certification is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of any transfer of a share, debenture or other interest comprised in the certification after expiry of the period so limited or any extension thereof given by the company if the instrument of transfer has not, within that period, been delivered to the company for entry in the appropriate register. (3) For the purposes of this section— (a) an instrument of transfer shall be deemed to be certificated if it bears the words “certificate delivered” or words to the like effect; [Issue 6] C35 – 64 Revised Laws of Mauritius (b) the certification of an instrument of transfer shall be deemed to be made by a company if— (i) the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company’s behalf; (ii) the certification is signed by a person apparently authorised to certify transfers on the company’s behalf or by any officer of the company so apparently authorised; and (c) a certification that purports to be authenticated by a person’s signature or initials, whether handwritten or not, shall be deemed to be signed by him unless it is shown that the signature or initials were not placed there by him and were not placed there by any other person apparently authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf.