Holding and Transfer of Paper Securities

Abstract This chapter examines the holding and transfer of paper securities, focusing on shares and debt securities. It begins by detailing the process of issuing shares in a newly formed company, distinguishing between registered and bearer shares, explaining the allotment process, and highlighting the importance of registration to confer membership. The chapter then shifts to the holding of debt securities, differentiating between bearer and registered forms and discussing their issuance and transfer. The transfer of securities is discussed, emphasizing the requirements for a valid transfer of legal title, including the principle of nemo dat quod non habet (no one can give a better title than they have). Finally, the chapter addresses the legal framework for rectifying registers and validating transfers for both shares and debt securities.