106

SECRETARIAL PRACTICE
Clauses Acts there is not, but the Court has jurisdiction to
order the removal of a shareholder's name from the register
(Ashworth v. Bristol Railway Co., 15 L.T.N.S. 561). The
company cannot make the substitution without the authority
of the Court.

If, however, the company after discovering the infancy of
the shareholder continues to. treat him as such it may be
precluded by laches and delay from obtaining the substitution
of the name of the transferor for that of the transferee (re
National Bank of Wales, Massey and Giffin’s Case (1907), I
Ch. 582; Parson's Case, LR. 8 Eq. 656). A fortiori if a
company has allowed an infant to transfer shares of which he
is the registered holder and has accepted and registered his
transferee, who is an adult, it cannot go behind it and avoid the
original transfer to the infant (Goock’s Case, L.R. 8 Ch. 266).

So if a company registers an infant knowing that he is such it
would seem that it cannot afterwards repudiate him. A
transfer of shares to or by an infant is voidable, but not void.
Where the company is a going concern the Court may deter-
mine whether an infant ought to retain the shares or not
(Reid's Case, 24 Beav. 318).

Assuming then that an infant has been registered as a share-
holder, and that the company does not desire to have his name
removed, or is precluded from doing so as above mentioned,
to what extent can he insist upon exercising rights as a share-
holder while he remains an infant? This may be dealt with
under the following heads: —

1. Voting.—In the case of companies regulated by the
Companies Clauses Acts, express provision is made (s. 79 of
the Act of 1845) enabling him to vote by his guardian or
guardians. In the absence of any similar provision in the
articles of association of a registered company it is thought
that an infant cannot vote by his guardian at a general
meeting of such a company, but that in the absence of any
prohibition in the articles he could vote personally. An
authority to vote by his guardian might be construed as
implying a prohibition against voting personally.

2. Dividends.—In general an infant is incapable of giving a
legal discharge for money paid to him; but where an infant has
received money be cannot demand it over again on attaining
his majority (Earl of Buckinghamshire v. Drury, 2 Eden. 72).
And although the receipt of dividends by him does not prevent
him from repudiating his shares, yet if he does so he must
repay the dividends which he has received (Bentinck’s Case, 18
Sol. Jour. 224). An infant shareholder is entitled as a