Shares and securities
I9.411 Registered securities
Securities in a company are situated in the country where a transfer of title to the securities will be completed. This depends on the law of the country in which the company is incorporated.
In the case of registered or inscribed securities the situs is invariably the place where the register on which they are transferable is properly kept1. Again this would be determined by the law of place of incorporation of the company. It is immaterial that the company in fact keeps its register elsewhere2, or that the whole of its business is carried on elsewhere3. Equally, where the shares are entered on a list, which could be called a register, but the register does not affect the legal holding of the security, the place where the list is situated does not determine the locality of the holding4. Problems may arise if, under the law of the place of incorporation, the company properly keeps several registers. If the shares can only effectively be dealt with on a branch register the shares are situated where that register is kept5. Conversely, if registration in a branch register is not fully effective unless and until corresponding entries are made in the principal register, the shares will be situated where the
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