Section 23
Section 23
(1)
In this Part-
(a)
the expression "registered" includes in-scribed;
(b)
the expression "registered in Brunei" means registered in a register in Brunei and the express-ion "registered outside Brunei" means registered in a register outside Brunei; and
(c)
the expression "security which is registered in Brunei otherwise than in a subsidiary register"
means a security which either -
(i)
is registered in Brunei and is not and cannot without the necessity for an entry in the regis-ter in Brunei become registered outside; or
(ii)
is registered both in Brunei and outside but on a transfer cannot, without the necessity for an 25
Interpreta-tion of
Exchange Control entry in the register in Brunei, become reg-istered outside in the name of the transferee;
and
(d)
the expression "a register" includes any book, file or index in which securities are reg-istered.
(2)
For the purposes of any provision of this Part prohibiting the transfer of securities, a person shall be deemed to transfer a security if he executes any instruments of transfer thereof, whether effective or not, and shall be deemed to transfer it at the place where he executes the instrument.
(3)
References in this Part to the person holding a certificate of title or coupon shall be construed as references to the person having physical custody of the certificate of title or coupon:
Provided that where the certificate of title or coupon is deposited with any person in a locked or sealed receptacle from which he is not entitled to remove it without the au-thority of some other person, that other person shall be deemed for the purposes of this provision to have the physical custody thereof.
( 4) In this Part, the expression "holder" -
(a)
in relation to a security transferable by means of a bearer certificate or to a coupon, in-cludes the person holding the certificate or coupon; and
(b)
in relation to a security which is registered in the name of a deceased person, or of any person who, by reason of bankruptcy, unsoundness of mind or any other disability is incapable of trans-ferring the security, means the personal repre-Exchange Control sentative, trustee in bankruptcy or other persons entitled to transfer the security.
( 5) The holder of a security or coupon shall be deemed for the purposes of this Part to be a nominee in respect thereof if, as respects the exercise of any rights in respect thereof, he is not entitled to exercise those rights except in accordance with instructions given by some other person, and references in this Part to the person for whom the holder of a security or coupon is a nominee shall be construed as references to the person who is entitled to give instructions, either directly or through the agency of one or more persons, as to the exercise of any rights in respect of the security or coupon and is not in so doing himself under a duty to comply with instructions given by some other per-son:
Provided that-
(a)
a person shall not by reason only that he has a controlling interest in a body corporate be deemed for the purposes of this subsection to be entitled to give instructions to that body corporate as to the exercise of rights in respect-of any security or coupon of which it is the holder; and
(b)
a person shall not be deemed to hold a security or coupon as a nominee by reason only that he holds it as trustee if he is entitled to transfer the security or coupon without permission from any other person.
(6)
A certificate of title shall not for the purposes of this Part be treated as in the custody of an authorised de-positary if either
(a)
the depositary has no notice of the nature of the certificate; or 27
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Exchange Control
(b)
the certificate is deposited with him in a locked or sealed receptacle from which he is not entitled to remove it without the authority of some other person.
(7)
Where a certificate of title outside Brunei is by this Part required to be kept in the custody of an authorised depositary, it shall be deemed to be in the custody of an authorised depositary if-
(a)
by his direction or with his assent it is in the custody of some other person who holds it on be-half of and to the order of the authorised deposit-ary; and
(b)
the certificate is not deposited with that other person in a locked or sealed receptacle from which he is not entitled to remove it without the authority of a person other than himself;
and where a certificate of title is by virtue of this subsection deemed to be in the custody of an authorised depositary, references in this Part to the depositary parting with the certificate or a coupon belonging thereto shall be construed as references to his permitting the person having the actual custody thereof to part with it otherwise than to the deposit-ary, and references to his destroying the certificate or such a coupon shall be construed as references to his permitting it to be destroyed.
PARTY