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S-5.8
- Securities Transfer Act
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Current to 1 January 2024
Securities Transfer Act
1
 INTERPRETATION AND GENERAL PROVISIONS
1
Definitions and interpretation
2
Meaning of valid security
3
Notice and knowledge
4
Obligation of good faith
5
Variation by agreement
6
Principles of law and equity apply
7
Clearing agency rules prevail
8
This Act binds the Crown
9
Existing proceedings
9.1
Administration
2
 GENERAL MATTERS CONCERNING SECURITIES AND OTHER FINANCIAL ASSETS
A
 Classification of Obligations and Interests
10
Share or similar equity interest
11
Mutual fund security
12
Interest in partnership or limited liability company
13
Bill of exchange or promissory note
14
Depository bill or depository note
15
Clearing house option
16
Futures contract
B
 Acquisition of Financial Assets or Interests in Them
17
Acquisition of financial assets or interests in them
C
 Notice of Adverse Claims
18
What constitutes notice of adverse claim
19
Notice of transfer
20
Delay
21
Statement on security certificate
22
Registration of financing statement
D
 Control of Financial Assets
23
Purchaser’s control of certificated security
24
Purchaser’s control of uncertificated security
25
Purchaser’s control of security entitlement
26
Securities intermediary’s control of security entitlement
27
Agreement re control of uncertificated security
28
Agreement re control of security entitlement
E
 Endorsements, Instructions and Entitlement Orders
29
Effectiveness of endorsement, instruction or entitlement order
30
Effectiveness of endorsement, instruction or entitlement order made by representative
31
Endorsement, instruction or entitlement order remains effective
32
Date when effectiveness is determined
F
 Warranties Applicable to Direct Holdings
33
Warranties on transfer of certificated security
34
Warranties on transfer of uncertificated security
35
Warranties on endorsement of security certificate
36
Warranties on instruction
37
Warranty on presentation of security certificate
38
Warranties by agent delivering certificated security
39
Warranties on redelivery of security certificate
40
Broker’s warranties
G
 Warranties Applicable to Indirect Holdings
41
Warranties on entitlement order
42
Warranties on security credited to securities account
43
Securities intermediary’s warranties
H
 Conflict of Laws
44
Applicable law
45
Matters governed by law of securities intermediary’s jurisdiction
46
Adverse claim governed by law of jurisdiction of security certificate
I
 Seizure
47
Seizure governed by laws re civil enforcement of judgments
48
Seizure of interest in certificated security
49
Seizure of interest in uncertificated security
50
Seizure of interest in security entitlement
51
Notice of seizure to secured party
J
 Enforceability of Contracts and Rules of Evidence
52
Enforceability of contracts
53
Rules of evidence re certificated security
K
 Securities Intermediaries — Liability and Status as Purchasers for Value
54
Securities intermediary’s liability to adverse claimant
55
Securities intermediary as purchaser for value
3
 ISSUE AND ISSUER
56
Terms of a security
57
Enforcement of security
58
Lack of genuineness of certificated security
59
Other defences
60
Right to cancel contract
61
Staleness deemed to be notice of defect or defence
62
Effect of issuer’s restriction on transfer
63
Completion of security certificate
64
Rights and duties of issuer re registered owners
65
Warranties by person signing security certificate
66
Issuer’s lien
67
Overissue
4
 TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES
A
 Delivery and Rights of Purchaser
68
Delivery of security
69
Rights of purchaser
70
Protected purchaser
B
 Endorsements and Instructions
71
Form of endorsement
72
Endorsement of part of a security certificate
73
When endorsement constitutes transfer of security
74
Endorsement missing
75
Notice of adverse claim on endorsement
76
Obligations of endorser
77
Completion of instruction
78
Obligations of person originating an instruction
C
 Signature Guarantees and Other Requisites for Registration of Transfer
79
Warranties by guarantor of endorser’s signature
80
Warranties by guarantor of signature of originator of instruction
81
Warranties by special guarantor of signature of originator of instruction
82
Warranty re rightfulness of transfer by guarantor
83
Guarantee may not be condition to registration of transfer
84
Liability of guarantor, endorser and originator
85
Purchaser’s right to requisites for registration of transfer
5
 REGISTRATION
86
Duty of issuer to register transfer
87
Assurances re endorsement or instruction
88
Demand that issuer not register transfer
89
Duty of issuer re demand not to register transfer
90
Liability of issuer re demand not to register transfer
91
Wrongful registration of transfer
92
Replacement of security certificate
93
Obligation to notify issuer
94
Obligation of trustee, registrar, transfer agent or other agent
6
 SECURITY ENTITLEMENTS
95
Acquisition of security entitlement
96
Protection of entitlement holders from adverse claim
97
Property interest of entitlement holders in financial asset
98
Duty of securities intermediary re financial asset
99
Duty of securities intermediary re payments and distributions
100
Duty of securities intermediary to exercise rights
101
Duty of securities intermediary to comply with entitlement order
102
Duty of securities intermediary re entitlement holder’s direction
103
Duties of securities intermediary — general
104
Rights of purchaser re adverse claim
105
Priority of entitlement holders to financial asset
7
 CONSEQUENTIAL AMENDMENTS ANDCOMMENCEMENT
106
Business Corporations Act
107
Creditors Relief Act
108
Memorials and Executions Act
109
Personal Property Security Act
110
Commencement
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