Nuosavybės teisė į akcijas ir jos perleidimas: Lietuvos įstatymų leidybos vystymasis ir tendencijos

Abstract

The article is aimed at discussing issue of actual owner of shares under Lithuanian legislation and provides for an exhaustive overview of currently in force legal acts that deal with transfer of ownership title to shares also ownership title in general. The author makes a conclusion that transfer of ownership title covers two different institutes – contractual transfer of ownership to shares and registration of ownership thus making the respective record in the securities’ register. The first step is transfer of ownership title between the parties to the transaction. In order to be entiled to make use of ownership title against the third parties a person must be registered in the securities’ register of the company. Registration of ownership title should entitle new owner of the shares to take advantage of all rights attributed to the acquired shares. The author proposes to provide for in legislation that only certicated shares in private joint stock companies are allowed as it would ensure clear and lawful transfer of ownership title to shares. In the case where uncertificated shares are used there is a possibility to conclude transactions on transfer of ownership title to the same shares for a few times as the backdated transactions are possible and the purchaser of the shares under the transaction with the earliest date should be recorded as the new owner of shares. Such double transfer of ownership title to certificated shares becomes impossible as the share is being handed over personally to the new owner who may check whether the last owner recorded in it and the transferor of the share is the same person.
In addition, author makes another conclusion that there are no provisions regulating directly issue of transfer of ownership title to shares in Lithuanian legislation and therefore such situation must be amended. Moreover, the existing provisions on transfer of ownership should be provided in the laws of the Republic of Lithuania as required by Civil code of the Republic of Lithuania and not in the legal acts of secondary legislation.