(1) A company shall issue a certification of the transfer of a share or debenture on the presentation to the company of a transfer that is signed by the holder of the share or debenture and accompanied by delivery to the company of the share or debenture.
(2) A certification consists of a statement signed on behalf of the company and written or endorsed on the transfer to the effect that the share certificate or debenture, as the case may be, has been delivered to, or lodged with, the company.
(3) The certification by a company of any transfer of a share or debenture of the company is a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the share or debenture in the transferor named in the transfer; but is not a representation that the transferor has any title to the share or debenture.
(4) Where any person acts on the faith of a false certification by a company made fraudulently or negligently, the company is liable to compensate him or her for any loss he or she incurs in consequence of his or her so acting.
(5) A company that has issued a certification of a transfer of a share or debenture of the company is liable to compensate any person for loss that he or she incurs in consequence of the company subsequently releasing, otherwise than on surrender of the certification of the transfer of the share or debenture, possession of the share certificate or debenture in respect of which the certification was issued.
(6) For the purposes of this section—
(a) the certification of a transfer is deemed to be made by a company if—
(i) the person issuing the certification is a person authorised to issue certifications of transfers on the company's behalf, and
(ii) the certification is signed by a person authorised to issue certifications of transfers on the company's behalf, or by any other officer or employee, either of the company or of a body corporate so authorised, and
(b) a certification is deemed to be signed by a person if it purports to be authenticated by his or her signature or initials, whether handwritten or not, unless the signature or initials were placed on the certification neither by that person nor any person authorised to use the signature or initials for the purpose of issuing certifications of transfers on the company's behalf.