R84

SECRETARIAL PRACTICE
be someone entitled to the shares held by the deceased,
bankrupt, &c.—at any rate, in a representative capacity.
The object of the transmission clause is that the representa-
tive capacity shall be changed into a responsible capacity,
as between the holder and the company, whatever may be the
rights as between the holder and the beneficiary.

In the case of companies under the Companies Acts, the
circumstances in which persons entitled to shares in a repre-
sentative capacity (e.g. executors) are entitled to be registered
depends upon the articles of a company. One or two repre-
sentative specimens of articles dealing with the subject may
be taken as illustrations. Articles usually provide that the
executors or administrators of a deceased sole holder of a
share shall be the only persons recognised by the company
as having any title to the share. The object of this clause is
that the company shall not be concerned to go into questions
as to who is, or is not, beneficially entitled. The company is
to look to the legal personal representatives and to them
alone. Table A provides that ‘any person becoming entitled
to a share in consequence of the death or bankruptcy of a
member shall, upon such evidence being produced as may
from time to time be properly required by the directors, have
the right, either to be registered as a member in respect of the
share, or, instead of being registered himself, to make such
transfer of the share as the deceased or bankrupt person could
have made; but the directors shall, in either case, have the
same right to decline or suspend registration as they would
have had in the case of a transfer of the share by the deceased
or bankrupt person before the death or bankruptcy.” Another
very common form is that ‘any person becoming entitled,
&c., upon producing such evidence that he sustains the
character in respect of which he proposes to act under this
clause, or of his title, as the directors think sufficient, may,
with the consent of the directors (which they shall not be
under any obligation to give,) be registered as a member in
respect of such shares, or may, subject to the regulations as

to transfer, transfer such shares.” The effect of the existing
Table A is to entitle any such person, upon production of
such evidence as the company may properly require, to be
registered as a member, or to elect to have a nominee regis-
tered as a transferee, after executing a transfer to the nominee.
There is no very substantial variation between any of the
above provisions, and the general result is that executors
may, but need not, be registered as members.

When a member dies, his estate remains liable to the com-
pany. His name is on the register. In due course, probate