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Local Registered Stock Act


Published: 1942-05-28

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LOCAL REGISTERED STOCK

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THE LOCAL REGISTERED STOCK ACT

ARRANGEMENT OF SECTIONS

Short title.
Interpretation.
Power of Minister to raise money by the issue of re&tefCd

Registered stock secured by ConsoIidated Fund.
Register of stock.
Registrar.
Matters to be registered.
Powers of the Registrar.
Regulations.
Certificate to stockholders.
Production of register, etc., prima fucie proof of contents.
Information to be made available to the public.
Infants, persons of unsound mind, and joint ownm.
No notice of trust to be received or registered.
Renewing lost certificate.
Signature by corporation.
Transfer of stock.
Exemption from stamp duty.
Closing of the register.
Repayment of principal.
Interest and payment thereof.
Interest on stock to be met out of consolidated Fund.
Sinking fund for redemption of stock.
Expenses of sinking fund.
InsufEciency of sinking fund.
Minister’s power under this Act.

stock.

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2 LOCAL REGISTERED STOCK

27. Exchange of debentures for stock.
28. Cancellation of converted debentures.
29. Payment of fees.
30. Savings.
31. Payment into Consolidated Fund of unclaimed moneys.

SCHEDULE

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LOCAL REGISTERED STOCK 3

Cap. 229.
Acts

51 of 1963,
41 of 1965.

THE LOCAL REGISTERED STOCK ACT

[28zh May, 1942.1

1. This Act may be cited as the Local Registered Stock Short title.
Act.

2 .41) In this Act- Interpreta-
“registered stock” means Jamaica local registered stock tion.

issued under this Act;
“register” includes any books kept by the Registrar under

the provisions of this Act;
“Registrar” means the person appointed under section 6 :!/;.963

of this Act to be the Registrar;
“stockholder” means a person holding registered stock and

entered as proprietor thereof in the register kept under
this Act.

(2) This Act shall be applicable only to loans raised
in the Island.

3.-(1) Wherever by any law authority is given to the Power of
Minister to raise any sum of money for the purposes raise money
mentioned in such law, the Minister may, from time to ~ ~ r $ $ , ~ ~
time as he may deem expedient, raise such sum, or any :;;:;63
part thereof, by the issue of registered stock, to be called s. 5.
“Jamaica Local Registered Stock”, under the provisions
of this Act.

issued in the Island by the Bank of Jamaica upon the best ’. ’*
and most favourable terms that can be obtained to such
amount and on such conditions, subject to the provisions
of this Act, as the Minister may before the issue thereof
from time to time direct.

Minister to

(2) Such registered stock shall from time to time be ~ 1 1 1 9 6 3

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4 LOCAL REGISTERED STOCK

Registered 4. The principal moneys and interest secured by any
stock
secured registered stock created under the provisions of this Act
by Consolidated are hereby charged upon, and shall be payable out of, the
Fund. Consolidated Fund and assets of the Government of

Jamaica.

Register of 5. A register shall be kept by the Registrar in which
shall be registered- stock.

(a) all registered stock at the time of issue;
(b) all transfers of, and dealings in, such stock under

the provisions of this Act;
(c) all matters required by this Act to be entered in

the register.

Registrar.
s. 51’1963 5.

6. Such person as may from time to time be appointed
by the Minister by order shall be the Registrar under this
Act and he shall have the custody of, and be responsible
for, the register.

Matters to
be
registered.

7. A printed copy of the documents containing the
authority for, and conditions of, the issue of registered
stock, and of all regulations made under this Act, shall
be entered in the register.

powers of 8. The Registrar may from time to time, with the
the
Re&traw approval of the Minister, make arrangements in relation

to-
(a) the creation, registration and issue of registered

stock;
(b) the conversion of loans, and debentures held for

such loans, into such stock;
(c) the payment of interest on such stock;
(4 the management and registration of transfers of

such stock;
(e) the carrying out of the provisions of this Act.

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LOCAL REGISTERED STOCK 5

9. The Registrar, with the approval of the Minister may, Regulations.
either before or after the registration of any registered stock,
make regulations in relation to-

(a) the transfer of such stock;
(b) the fees to be paid on such transfer, or in respect

of the issue of certificates, and any other fees to
be prescribed under this Act;

(c) all dealings generally in such stock :

Provided that no such regulations shall vary the terms
on which such stock is issued and that no contract or
engagement previously entered into in relation to such stock
shall be prejudicially affected thereby.

10. Where any registered stock is issued to any person Certificateto
under the provisions of this Act, such person shall be entitled stoclholders.
to a certificate, under the hand of the Registrar, of his title
to such stock :

Provided that no person shall be registered as the holder
of any registered stock until that stock is fully paid up.

11. The production of the register from the custody of Production
of register,

prima facie
the Registrar, and of any copy, purporting to be certified etc.,
under the hand of the Registrar, of any entry in the register, proof of
shall be sufficient prima fa& evidence of all matters con- contents.
tained therein, and of the title of the persons whose names
are entered therein as proprietors of registered stock.

12.-(1) The Registrar shall keep, in a separate book, a Information
list of the stockholders on whose stock the dividends have available to
been unclaimed for ten years, together with their registered
addresses and description, and such list shall be open for
inspection at the usual hours of transfer upon payment of
a fee of ten cents.

to be made

the public.

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6 LOCAL REGISTERED STOCK

(2) The Registrar shall give, within a reasonable
time after application, a certificate stating the following
particulars, or such as may be required by the applicant,
relating to registered stock-

the total amount of such stock issued;
the total number of persons in whose names any
stock, or part thereof, is originally registered, or,
after the register of such stock, or part thereof,
has been once closed as regards transfers, the total
number of stockholders at the last preceding date
at which the transfer books were closed;
the total number of each class of persons in whose
names the stock, or part thereof, is originally
registered, or, after the register of such stock, or
part thereof, has been once closed as regards
transfers, the total number of each class of stock-
holders at the last preceding date at which the
transfer books were closed. The classification shall
be according to the amounts held, omitting frac-
tions of two hundred dollars;
a copy, or extract certified by the Registrar or by
some officer appointed for the purpose, to be a
true copy or extract of all matters required by
this Act to be entered in the register :

Provided always that the Registrar shall not be required
to give any such certificate in relation to any registered
stock until after the expiration of one month after the
stock, or any part thereof, to which the certificate refers
has been registered.

(3) Within a reasonable time after the application
of any person who is a stockholder of registered stocks, the
Registrar shall give him a list of the registered names and
addresses of the stockholders of such stock at the last pre-
ceding date at which the register was closed as regards
transfers.

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LOCAL REGISTERED STOCK 7

(4) The Registrar, before giving a certificate or list
under this section, may demand payment of a fee not
exceeding ten cents, and a further sum of five cents for
every folio of seventy-two words.

( 5 ) Any certificate or list given under this section,
and duly certified under the hand of the Registrar, shall
be admitted in evidence.

13.41) Where registered stock is standing in the name Infants, persons of
of an infant, or person of unsound mind, jointly with any unsound
person not under legal disability, a letter of attorney for jointownem.
the receipt of dividends on such stock shall be sufficient
authority in that behalf, if given under the hand and seal
of the person not under disability, and duly attested.

(2) The Registrar may, nevertheless, require proof
to his satisfaction of such infancy or unsoundness of mind,
by the declaration of competent persons made under the
Voluntary Declarations Act, or in such manner as is pro-
vided by law.

(3) Where any registered stock is standing in the
name of two or more persons and any one of such persons
dies, then a receipt signed by the survivor or survivors of
such persons shall be a valid discharge for the payment of
the principal or any interest in respect of such stock.

mind, and

14. No notice of any trust in respect of any registered ~ o n o t i c e o f
stock shall be entered in the register, or receivable by the received or
Registrar or by the Government of the Island.

trust to be

registered.

15. If any stock certificate issued under this Act is lost, Renewing
mislaid, or destroyed, the Registrar may, on such indemnity certificate.
being given as he may reasonably require and on payment
of the prescribed fee, issue a fresh stock certificate in the
place of the certificate so lost, mislaid, or destroyed.

lost

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8 LOCAL, REGISTERED STOCK

Signatureby 16. Where a stockholder is required to sign his name to
any deed of transfer or other document, it shall be sufficient,
where such stockholder is a corporation, that the corporate
seal, authenticated by the signature of the secretary or other
principal officer of such corporation, be affixed to such deed
of transfer or other document :

Corporation.

Provided that any change in the person of such secretary
or officer shall from time to time be notified to the Registrar,
and there shall be forwarded with such notification a
specimen of the usual signature of such secretary or officer
and such specimen shall be under the corporate seal of
the corporation and shall be witnessed by the signature of
the Chairman of directors or other principal governing
member of the corporation.

Transfer of 17.41) Registered stock shall be transferred by instru-
ment in writing, in such form as may be prescribed from
time to time by the Registrar, executed by all parties to
the transfer and delivered to, and retained by, the Registrar.

stock.

(2) No person shall be registered as the transferee
of any registered stock except upon payment of the pres-
cribed fee, and upon surrender to the Registrar of the stock
certificate and the instrument of transfer.

(3) The Registrar shall issue-
(a) to the transferee, a certificate of his title to the

amount of stock transferred; and
(b) to the transferor, a certificate of the balance

amount of stock to which he is entitled, if any.

(4) The executors or administrators of a deceased
stockholder shall alone be recognized by the Registrar as
having any title to the stock, or any dividend thereon,
passing on the death of such stockholder.

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LOCAL REGISTERED STOCK 9

(5) Any person who becomes entitled to any regis-
tered stock in consequence of the death, bankruptcy, or
marriage, of the stockholder, or in any way except by the
transfer of such stock, shall produce such evidence of his
title as may reasonably be required by the Registrar:

Provided that the person so becoming entitled to any
such stock may transfer such stock to another person
without being registered himself.

18.-(1) No stamp duty shall be payable in respect of Exemption
from stamp

51/1963
the transfer of any stock issued under this Act unless prior duty.
to the issue of such stock the Minister by order declares S. 2.
that stamp duty shall be payable on transfers of that issue
of stock.

(2) No stamp duty shall be payable in respect of
the transfer of any stock issued under this Act between
the 28th day of May, 1942, and the 26th December, 1963.

19.-(1) The Registrar may, for a period not exceeding Closing of fourteen days previous to each payment of dividend on any the register.
registered stock under the provisions of this Act, close the
register of that stock as regards transfers, upon giving not
less than seven days’ notice of such closing by advertise-
ment in the Gazette and in one other newspaper published
in the Island.

(2) The persons who on the day of such closing are
registered as stockholders shall, as between them and their
transferees, be entitled to the dividend then next payable
thereon.

20.-(1) All registered stock which is created under the Repayment
of principal. provisions of this Act shall be redeemable at par on a date

to be named in that behalf by the Registrar when issuing
such stock, such date not being later than sixty years from
the date of issue :

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LOCAL REGISTERED STOCK

Provided that the Registrar may reserve the option to
redeem such stock in whole or in part, by drawings or
otherwise, at any time prior to such date on such con-
ditions as may be declared at the time of issue.

(2) From and after the date appointed for the
redemption of such stock, or any part thereof, all the
interest on the principal moneys represented thereby shall
cease and determine, whether payment of the principal has
been demanded or not.

Interest and

thereof.

s.5. Sch.

21. Interest, at the rate fixed by the Minister at the time
of the issue of such stock, shall be payable on registered
stock half-yearly by the Bank of Jamaica on behalf of the
Government of Jamaica.

payment

5 1 / 1963

Intereston 22. So long as interest continues to be payable on any
met out of registered stock the Minister shall, in each half-year ending
Fund. with the day on which the interest on such registered stock
51/1963 falls due, appropriate, out of the Consolidated Fund and

assets of the Government of Jamaica, a sum equal to one-
half year’s interest on the whole of such registered stock,
and shall authorize the Bank of Jamaica to pay thereout
the then current half-year’s interest on the day when it falls
due.

stock to be

S. 5. Sch.

Sinking

redemption
ofstock.

23.-(1) The Minister shall also, in the half-year ending
on the date specified in the terms of issue of the loan as that
on which the first contribution to the sinking fund shall be
taken, and in each subsequent half-year, appropriate out of
the Consolidated Fund and assets of the Government of
Jamaica for the formation of a sinking fund an additional
sum, equal to not less than one-half of the annual contribu-
tion specified in the terms of issue in respect of the total
nominal amount of such registered stock, and shall remit

fund for

si/i963 that sum to the trustees of such fund:
S. 3(a).

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LOCAL REGISTERED STOCK 11

Provided that if at any time the trustees of the sinking
fund of any loan issued under the provisions of this Act
are satisfied that the value of the fund will be sufficient,
with further accumulations of interest but without further
payment of contributions, to enable the loan to be redeemed
out of the proceeds of the sinking fund not later than the
final redemption date, the Minister may, suspend further 51/1963
contributions to such sinking fund : S . 3(b).

Provided always that contributions to the sinking fund
shall be recommenced if the trustees at any time inform
the Minister that such action is necessary.

(2) The trustees shall, for the purpose of forming 51/1963
s. 3 (c), ((1). such sinking fund, from time to time place at interest or

invest the money so remitted to them in the purchase of
securities as may from time to time be approved by the
Minister, and shall also place at interest or invest the divi-
dends, interest or produce of such investments in the pur-
chase of like securities, and may from time to time, with
the approval of the Minister, change any such investments,
and shall hold such fund in trust for repayment of the
principal moneys for the time being represented by the
registered stock.

(3) The trustees of any fund established pursuant 5 i / i 9 6 3
S. 3 (e). to this section shall be the Financial Secretary, the Governor

of the Bank of Jamaica and not more than two other
persons appointed by the Minister to be trustees for the
purposes of this Act.

(to be called the Trustees for Jamaica Government Securi-
ties) with perpetual succession and a common seal and with
power to acquire, hold and dispose of property, to enter
into contracts, to sue and be sued in its said name and do
all things necessary for the performance of the functions of
trustees under this Act; and the provisions of the Schedule Schedule.

(4) The trustees aforesaid shall be a body corporate 41 I 1965 s. 2.

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4

12 LOCAL REGISTERED STOCK

shall have effect as to the constitution and operations of
the body corporate aforesaid and otherwise in relation
thereto.

( 5 ) The seal of the body corporate aforesaid shall
be authenticated in the manner prescribed in the Schedule
and shall be judicially and officially noticed.

(6) The Minister may give to the trustees such
directions of a general character as to the policy to be
followed by them in the exercise and performance of their
functions under this Act as appear to the Minister to be
necessary in the public interest.

Schedule.

5111963 s. 3 (e).

Expenses of 24. All expenses of, or incidental to, the management
of the sinking fund, or to the repayment of the principal
moneys borrowed, shall be paid out of the sinking fund.

sinking
fund.

Insufficiency

fund.
25. Where the sinking fund is insufficient to provide the

necessary funds for the redemption of any registered stock
when it becomes due, the deficiency shall be made good
out of the Consolidated Fund and assets of the Government
of Jamaica, and the Minister is hereby authorized to set
aside sufficient funds to make good the deficiency.

of sinking

Minister’s

this Act.
26.-( 1) The Minister may-

power under
(a) from time to time declare that any debentures of

the Government of Jamaica, issued under any law
in force in the Island, are convertible, at the option
of the holders thereof, into registered stock on
such terms as he may from time to time determine;

(b) authorize the creation and issue of registered

(i) in exchange for debentures issued under any
law in force in the Island; or

(ii) in order to raise money for the redemption
of any outstanding loans, whether issued

stock-

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I

LOCAL REGISTERED STOCK 13

before or after the coming into operation
of this Act; or

(iii) for paying any expenses in the creation of
registered stock; or

(iv) for carrying out the provisions of this Act.
(2) Any conversion authorized under this section

may be effected either by arrangement with the holders of
existing securities, or by purchase thereof out of moneys
raised by the sale of registered stock, or partly in one way
and partly in the other.

(3) Any power conferred on the Minister by this
section may be exercised from time to time, and he may
alter any terms or conditions so often as occasion may
require :

Provided that no contract or engagement previously
entered into shall be prejudicially affected thereby.

27. Where debentures are exchanged for any registered Exchange
stock issued under any lzw in force in the Island, the obli-
gation imposed under such law to make remittances or to for stock.
set aside sums of money, in respect of such debentures shall
cease, and such debentures, on being cancelled under the
provisions of section 28, shall be regarded for all the pur-
poses of such law as if they had never been issued.

28. Every security exchanged or otherwise converted Cancellation
into registered stock shall be forthwith cancelled on behalf ~~~~~~d
of the Government of Jamaica by the Bank of Jamaica, zf/:963
and forwarded to the Minister.

29. All fees payable under this Act shall be paid into Payment of
the Treasury, and shall form part of the Consolidated faes*
Fund.

30. All local inscribed stock issued under any law now Savings.
repealed, shall be deemed to be registered stock issued under
the provisions of this Act :

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14

.
LOCAL REGISTERED STOCK

Payment
into Con-
solidated
Fund of
unclaimed
moneys.
51 / 1963
s 4.

Provided that nothing in this Act or in the repeal of any
lzw shall affect the rights of any person who holds stock
under the authority of any law now repealed:

Provided further that all regulations made under any
law now repcaled and in force immediately prior to the
commencement of this Act shall remain in operation so
far as they are not inconsistent with the provisions of this
Act until they have been rescinded or replaced by regula-
tions made under this Act.

31 .41) Where the Bank of Jamaica holds any sum for

(a) the principal amount of any registered stock due
for redemption; or

(b) dividend or interest accrued due on any registered
stock,

and that sum is not claimed by a stockholder within two
years from the date on which that sum became due, the
Bank of Jamaica shall, if the Minister so directs, pay that
sum into the Consolidated Fund.

the purpose of paying-

(2) Notwithstanding the payment of any sum into
the Consolidated Fund pursuant to subsection (l), the Bank
of Jamaica may pay to any person showing his right thereto
to the satisfaction of the Bank the amount of any sum so
transferred and the Minister shall thereupon direct, without
further appropriation than that provided by this subsection,
that the Bank be reimbursed from the Consolidated Fund.

(3) Where the principal amount of any registered
stock due for redemption is transferred to the Consolidated
Fund pursuant to subsection (l), the Bank of Jzmaica shall
publish a notice in the Gazette showing the name of the
holder of such registered stock and the amount so trans-
ferred.

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LOCAL REGISTERED STOCK 15

SCHEDULE (Section 23(4) and ( 5 ) ) 41/1965
s. 3.
Interpreta- 1. In this Schedule-

(a) “official members”, in relation to the trust body, means the
Financial Secretary and the Governor of the Bank of
Jamaica:

(b) “appointed member”, in relation to the trust body, means
a person, not being an official member, appointed by the
Minister to be a trustee €or the purposes of this Act pursuant
to subsection (3) of section 23 of the Act;

(c) “trust body” means the body corporate established by sub-
section (4) of section 23 of the Act.

2. The Minister may appoint any person to act temporarily in the Temporary
place of any appointed member of the trust body in the case of the ;FP$$Ez
absence or inability to act of such member. members.

3. (1) The Minister shall appoint one of the members o€ the trust Chairman.
body to be the chairman thereof.

(2) In the case of the absence or inability to act at any meeting
of the chairman the remaining members of the trust body shall elect
one of their number to preside at that meeting.

4. (1) An appointed member of the trust body shall, subject to the Tenure of
provisions of this Schedule, hold office for such period not exceeding ‘‘Fz,z:d
three years as may be specified in the instrument appointing him, members.
and shall be eligible for reappointment.

any appointed member of the trust body.

5 . Any appointed member of the trust body may at any time resign Resignation
his office by instrument in writing addressed to the Minister and, if of~ppolnted
such appointed member is not the chairman, transmitted through the
chairman, and from the date of the receipt by the Minister of such
instrument such member shall cease to be a member of the trust body.

constituted and every change in the membership shall be published :&&hip.
in the Gazette.

(2) The Minister may at any time revoke the appointment of

6. The names of all appointed members of the trust body as 6rst P u b h -

7. (1) The seal of the trust body shall be authenticated by the Authentica-
signatures of the chairman and one other member of the trust body 2; Of sea1

documents. authorized to act in that behalf.
(2) All documents, other than those required by law to be under

seal, made by, and all decisions of, the trust body may be signified
under the hand of the chairman or any other member authorized
to act in that behalf.

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16 LOCAL REGISTERED STOCK

Procedure
and meet-
ings.

8. (1) The trust body shall meet not less than twice a year and
at such other times as may be necessary or expedient for the transaction
of business, and such meetings shall be held at such places and times
and on such days as the trust body shall determine.

(2) The chairman may at any time call a special meeting of the
trust body and shall call a special meeting to be held within seven
days of a written request for that purpose addressed to him by any
two members of the trust body.

(3) The chairman or, in the case of the absence or inability to
act of the chairman, the person elected in accordance with the provi-
sions of sub-paragraph (2) of paragraph 3 shall preside at the meeting
of the trust body, and when so presiding the chairman or the person
elected as aforesaid, as the case may be, shall have an original and a
casting vote.

(4) The quorum of the trust body shall be three including the
chairman or the person elected to preside as aforesaid.

(5 ) Subject to the provisions of this Schedule, the trust body
may regulate its own proceedings.

(6) The validity of any proceeding of the trust body shall not be
affected by any vacancy amongst the members thereof or by any
defect in the appointment of a member thereof.

Power to
appoint
Officers,
agents and
servants. performance of its functions.

9. The trust body may appoint and employ at such remuneration
and on such terms and conditions as it th inks fit, a secretary and such
officers, agents and servants as it considers necessary for the proper

Delegation 10. (1) The trust body may, for the purpose of the due discharge
offunctions. of its functions under this Act, delegate any of those functions to the

chairman or any other member of the trust body or any officer or
agent appointed by the trust body.

(2) A delegation under this paragraph may be made in respect
of any particular matter or class of matters or generally and may be
made subject to such terms and conditions as the trust body thinks fit.

(3) A delegation under this paragraph-
(U) may at any time be revoked by the trust body;
(b) while in force shall not prevent the discharge by the MlSt

body of any function thereby delegated.

Exemption
from
personal
liability.

11. No action, suit, prosecution or other proceedings shall be brought
or instituted personally against any member, officer, servant or agent
of the trust body in respect of any act done bona fide in pursuance
or execution or intended execution of this Act.

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