Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 194

194. (1) Where a duly completed instrument of transfer bears a stamp that
purports to be that of the transferor's broker or of a prescribed stock
exchange and to have been stamped in the Territory, the broker (not being a
broker's agent) of whom or stock exchange of which that stamp purports to be
the stamp and, if the stamp purports to be that of the transferor's broker
(whether or not he is a broker's agent), any associate of that broker-

   (a)  shall be deemed to have warranted the accuracy of the statements in
        the certificate of the broker or of the stock exchange, as the case
        may be, set out in the instrument;

   (b)  shall be deemed to have warranted that the transferor is the
        registered holder of, or is entitled to be registered as the holder
        of, the marketable securities to which the instrument relates or is
        entitled to the rights to marketable securities to which the
        instrument relates and is legally entitled or authorized to sell or
        dispose of those marketable securities or rights; and

   (c)  is liable to indemnify-

        (i)    the company, prescribed corporation, foreign company, or
               prescribed corporation under a corresponding law, that has
               issued or proposes to issue the marketable securities or rights
               to marketable securities to which the instrument relates;

        (ii)   the transferee; and

        (iii)  the transferee's broker,

against any loss or damage arising from a forged or unauthorized signature of
the transferor appearing in the instrument.

(2) Without limiting the operation of sub-section (1), where-

   (a)  a duly completed instrument of transfer bears a stamp that purports to
        be that of the transferor's broker and to have been stamped in the
        Territory; and

   (b)  the instrument relates to marketable securities or rights to
        marketable securities to which or to any of which another duly
        completed instrument of transfer relates, being another instrument
        that bears a stamp that purports to be that of a prescribed
        stock exchange, the broker (not being a broker's agent) whose stamp
        that first-mentioned stamp purports to be and (whether or not that
        broker is a broker's agent) any associate of that broker are jointly
        and severally liable to indemnify that stock exchange against any loss
        or damage arising from a forged or unauthorized signature of the
        transferor appearing in the instrument.

(3) In this section-

   (a)  a reference to a duly completed instrument of transfer is a reference
        to an instrument-

        (i)    that is in accordance with or to the effect of Part 1 of Form
               1, 2, 3, 5, 6 or 7 and that has been duly completed within the
               meaning of section  191 ; or

        (ii)   that is in accordance with or to the effect of a like part of a
               like form under a corresponding law and that has been duly
               completed within the meaning of the provision of that
               corresponding law that corresponds with section 191; and

   (b)  a reference to an associate of a broker is a reference-

        (i)    where the broker whose stamp the stamp on the instrument
               purports to be is a member of a firm of brokers and is not a
               broker's agent-to each other member of that firm; and

        (ii)   where the broker whose stamp the stamp on the instrument
               purports to be is a broker's agent-to the broker for whom he is
               a broker's agent and, if the broker for whom he is a broker's
               agent is a member of a firm of brokers, to each other member of
               that firm.

(4) In this section-

''marketable security'', in relation to a duly completed instrument of
transfer under a corresponding law, means a marketable security within the
meaning of the corresponding law;

''right to a marketable security'', in relation to a duly completed instrument
of transfer under a corresponding law, means a right to a marketable security
within the meaning of the corresponding law.