The Companies and Allied Matters Act 1990 as amended does not make express mention of Registrars but section 84(b) of CAMA 1990 as amended provides that “the company arranges with some other person for making up of the register to be undertaken on behalf of the company by that person, it may be kept at the office of that other person at which work is done”. It is instructive to note that the other person is the Registrar. However, section 33(1) of ISA 199 only refers to “a person to whom this part of this Decree applies shall keep a register in the prescribed form of the securities in which he has an interest”.
The duties of a registrar was enumerated in the case of UBN Plc (Registrars Dept) v. SEC (2004) 1 ISLR 1 as follows:
1) In matters relating to stock market securities trading, the Registrar deals with stock broking firms acting on behalf of investors/shareholders;
2) Verify/authenticate investors claims (i.e. certificates and transfer forms) as presented through the stock broking firms;
3) Send/verify certificates and signed transfer form (s) with two (2) copies of certificate deposit form(s) to the CSCS within 48 hours;
4) Receive recycled dematerialized share certificates from the CSCS and alert the CSCS of any abnormality promptly;
5) Receive transaction updates from CSCS and apply it by affecting the necessary debits and credits in their books, raise claims where necessary. For instance, share certificates earlier verified by them.
Furthermore, the Registrars over all duty is to ensure the achievement of the basic goals relative to the issue for which it has been appointed namely; participate actively in all logistics and all parties and completion board meeting relating to the offer, receives/processes application forms from the public and returns from receiving agents nationwide, summarizes applications received and prepares allotment data that will enable issuing house prepare Allotment proposal, prepare comprehensive application list, Return surplus and rejected application moneys to subscribers, after the approval of Return of Allotment by SEC, the registrar produces an allotment register reflecting shareholding position of shareholders, prepare certificate of register reflecting details of certificates emanating from the offer and management of the register of members and ensure continuous transferability of the companies securities, particularly in the case of publicly quoted companies. The above functions are in addition to the traditional role of maintaining the register and attendance at members meetings.
When an investor puts his money into either the primary or secondary market he expects that his money must be safe. When he buys an instrument he relies on the information or facts as to the financial state of the company institution or government and prediction of future flow of income in reaching the decision. Therefore, he expects that the stockbroker and the Registrar must have performed their roles diligently and expects no market abuses and bad corporate governance. However the methods of market abuse keep changing even as advances are achieved in technology. The regulators must therefore have laws, rules and regulations that are flexible enough to cope with such abuse as internet, computer, and information technology through proactive rules based market supervision, monitoring and enforcement.
It is imperative to note that assuming the non existence of Code of Conduct for capital market operators and their employees, it would have been difficult to penalized the Registrar Department of UBN Plc in the Bokolans case. Therefore, the Code should be incorporated into the Investments and Securities Act 1999 in order to give it statutory flavour.