4.1. Effect of entries on registers

Subject to any applicable AIFC Regulations or AIFC Rules, a register of Uncertificated Investments kept under these Rules is sufficient evidence of any matter in relation to which an entry has been made in the register.

4.2. Substitution of tangible documentary requirements

4.2.1 This rule applies in relation to any legal or regulatory requirement or restriction (a tangible documentary requirement) relating to:

1. (a) the creation, issue or provision; or
2. (b) the Endorsement; of a declaration, certificate, instrument, instruction, or other Document, in tangible form that applies in relation to the creation or issue of, or transfer of title to, Investments or rights in an Uncertificated Investment.

4.2.2 A tangible documentary requirement does not prevent:

1. (a) the creation or issue of, or registration of a transfer of title to, an Uncertificated Investment or rights in an Uncertificated Investment in accordance with subrule 4.2.3; or
2. (b) the conversion of an Investment into Uncertificated form in accordance with that subrule; or
3. (c) any action mentioned in paragraph (a) or (b) being legally valid and binding as if it were made fully in accordance with the tangible documentary requirement.

4.2.3 In relation to an Uncertificated Investment, any tangible documentary requirement is to be taken to be a requirement or restriction:

1. (a) if subrule 4.2.1(a) applies to the tangible documentary requirement—relating to the creation, issue or provision, as the case may be, of a record containing the information that the relevant Document is required to contain; and
2. (b) if subrule 4.2.1(b) applies to the tangible documentary requirement—relating to the provision of a statement, consent or information required by the tangible documentaryrequirement in any form (including by electronic means) by the Person to whom the tangible documentary requirement applies.

4.2.4 Where rule 2.3.1 applies, any provision of the law under which the Investment or the Issuer is constituted, or of the Terms of Issue, which is inconsistent for the purposes of that subrule, is not a tangible documentary requirement for the purposes of this rule.

4.3. Instructions to transfer Uncertificated Investments

Without limiting rule 4.2 (Substitution of tangible documentary requirements), an Instruction relating to an Uncertificated Investment given by a Person entitled to give the Instruction may be given in any form (including by electronic means).

4.4. No Certificates of Title in relation to Uncertificated Investments

4.4.1 Notwithstanding any other AIFC Rules, an Issuer must not issue a Certificate of Title in relation to an Uncertificated Investment.

4.4.2 Subject to Part 5 (Rematerialisation), a Document issued by or on behalf of an Issuer purportedly evidencing title to an Uncertificated Investment is not evidence of title to the Investment and may not be relied on by any Person as evidencing title to the Investment.

4.5. Liability and sanctions in relation to registers

If an Issuer Fails to comply with its obligations under these Rules in relation to the keeping of a register, the same liability or sanctions apply as would apply under applicable AIFC Regulations or applicable other AIFC Rules if the Investments to which the obligations related were not Uncertificated Investments.