Q&As

Is there a prescribed form of transfer for loan notes akin to that for transferring shares, ie a stock transfer form?

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Published on LexisPSL on 24/09/2018

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Is there a prescribed form of transfer for loan notes akin to that for transferring shares, ie a stock transfer form?

Is there a prescribed form of transfer for loan notes akin to that for transferring shares, ie a stock transfer form?

In practice, the loan note instrument, ie the governing documentation for any issue of loan notes, will normally specify the form of transfer to be used as well as the relevant conditions providing for a transfer of loan notes to be made. By way of example, see Schedule 1, paragraph 5 (Transfers) and Schedule 5 (Transfer Form) of Precedent: Loan note instrument—buyout—corporate investors and the associated Drafting Notes, which set out both the requirements for transfer and the form such transfer should take in respect of loan notes issued under the relevant loan note instrument. Where loan notes are to be transferred, it will therefore be important to review the relevant terms and conditions of any loan note instrument under which such loan notes were issued and then ensure compliance with such provisions.

The Stock Transfer Act 1963 (STA 1963) provides that a company’s ‘registered securities’ may be transferred

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