Companies Act, 2019 (Act 992)

Section 56 - Effect of share certificates

(1) Statements made in a share certificate under the common seal of the company or as certified by two directors and the Company Secretary of the company, are prima facie evidence of the title to the shares of the person named in the certificate as the registered holder and of the amounts of money paid and payable on the certificate.

(2) Where a person changes a position to the detriment of that person in reliance in good faith on the continued accuracy of the statements made in the certificate, the company is estopped in favour of that person from denying the continued accuracy of those statements and shall compensate that person for the loss suffered by that person in reliance on those statements and which that person would not have suffered had the statement been or continued to be accurate.

(3) Subsections (1) and (2) do not affect a right the company may have to be indemnified by any other person.

(4) The provisions of subsections (1) to (3) do not apply in the case of shares which can be transferred through a scheme of a central depository under the Central Securities Depository Act, 2007 (Act 733) or any other relevant enactment.

Reproduced for reference only - this is not legal advice. Legislation can be amended or repealed; verify the current authoritative text with official sources before relying on it. Report a content issue.