Section 1129.- Shares are transferable without the assent of the company unless, in case of shares entered in a name certificate, it is otherwise provided in the regulations of the company.

The transfer of shares entered in a name certificate is void unless made in writing and signed by the transferor and the transferee whose signatures shall be certified by one witness at least. The instrument must state the numbers of the shares to which it refers.

Such transfer is invalid as against the company and third persons until the fact of transfer and the name and address of the transferee are entered in the register of shareholders.

 

Section 1130.- The company may decline to register a transfer of shares on which a call is due.

 

Section 1131.- The transfer book may be closed during the fourteen days immediately preceding the ordinary general meeting.

 

Section 1132.- If by some event such as the death or bankruptcy of any shareholder, another person becomes entitled to a share, the company shall, on surrender of the share certificate when possible, and on proper evidence being produced, register such other personas a shareholder.

 

Section 1133.- The transferor of a share not fully paid up continues to be liable for the full amount unpaid thereon, provided that :

                  (1) No transferor shall be liable in respect to any obligation of the company incurred after the transfer.

                  (2) No transferor shall be liable to contribute unless it appears to the Court that the existing shareholders are unable to satisfy the contributions required to be made by them.

No action against the transferor for such liability can be entered later than two years after the transfer has been entered in the register of shareholders.

 

Section 1134.- Certificates to bearer may be issued only if authorised by the regulations of the company and for shares which are fully paid up. In such case the holder of a name certificate is entitled to receive certificate to bearer on surrendering the name certificate for cancellation.

 

Section 1135.- Shares entered in a certificate to bearer are transferred by the mere delivery of the certificate.

 

Section 1136.- The holder of a certificate to bearer is entitled to receive a name certificate on surrendering the certificate to bearer for cancellation.

 

Section 1137.- If it is prescribed by the regulations of the company that a director must hold a certain number of shares of the company as a qualification for such office, such shares must be shares entered in a name certificate.