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SECRETARIAL PRACTICE
is not bound to accept a partnership as the holder of shares in
the firm’s name, and the transfer of shares in a firm’s name is
not accepted by the Stock Exchange as good delivery. But
shares may be allotted to, and registered in the names of, two
or more persons jointly, and the articles usually provide that
the certificate shall be delivered to the person first named in
the register.

Under the Bodies Corporate (Joint Tenancy) Act, 1899, s. 1,
a body corporate is placed in the same position as an in-
dividual as regards joint tenancy. Dividends are usually
paid to the person first named in the register, and under most
articles any one of joint holders may give effectual receipts
for such dividends. Upon the death of a joint holder his
interest passes to the survivors. Under Table A, cl. 103,
and most articles, notices directed to be given to the members
may be given to the person named first in the register. That
person also usually has the right of voting given to him by
the articles (see Table A, cl. 55). One joint holder cannot
transfer shares registered in the names of all the joint holders
[Barton v. North Staffordshire Railway (1888), 38 Ch. D. 458].
It is usually provided that the joint holders of a share shall
be severally as well as jointly liable for the payment of all
instalments and calls due in respect of such share; otherwise
the liability is joint only.

Share Section 68 of the Act provides that ‘a certificate under the

Certificates. common seal of the company specifying any shares held by
any member shall be primd facie evidence of the title of the
member to the shares.” ‘Share’ includes stock (s. 380).

A share certificate under the common seal estops the
company from denying that the person to whom a certificate
is granted is the registered shareholder entitled to the specific
shares included in the certificate [re Bahia Railway (1868),
3 O.B. 584; Balkis Company v. Tomkinson (1893), A.C. 396).
It is not a negotiable instrument, nor a warranty of title on
the part of the company issuing it [Longman v. Bath Electric
Tramways (1905), T Ch. 646].

If the certificate describes the shares as fully paid, the
company cannot, as against a bond fide holder without notice,
deny that the shares are so paid up [Burkinshaw v. Nichols
(1878), 3 A.C. 1004; and see Bloomenthal v. Ford (1897),
A.C. 156; Coasters (1911), 1 Ch, 86].

To raise a case of estoppel against the company, the holder
of the shares must show that he acted on the certificate
[Dixon v. Kennaway (1900), 1 Ch. 833]. If the company
refuse to do something which, assuming the certificate to be
correct, it ought to have done, it can be sued and the measure