Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter IX. Other matters relating to shares

Collection:: Economics Books

OTHER MATTERS RELATING TO SHARES 105 incorporated by registration notwithstanding his infancy (see re Laxon & Co. (1892), 3 Ch. 555), and by virtue of s. 25 (1) of the same Act he becomes a member upon the registration. But although an infant may legally be a shareholder he cannot compel a company to register him as a shareholder. In some cases the articles of association of a company expressly prohibit the transfer of shares to an infant. Even in the absence of such an article a company could not be compelled to register an infant. There are not in general any such provisions applicable to a statutory company, but it has been held (R. v. Midland Counties and Shannon Railway Co. (1862), 15 Irish Common Law Reports 514; 9 Law Times Reports N.S. 155) that a railway company cannot be compelled to register a transfer of partly paid shares to an infant. It was said (by O’Brien J. in that case) that the result of so doing would be to relieve the original shareholder from liability without giving the company a shareholder whom they could hold. If the company brought an action against the infant for future calls it would be open to him, during his infancy, to plead his infancy (and, it must be added, to repudiate his shares), and if the action was brought against him after he had attained his full age it would be open to him to plead that he had repudiated the transfer after coming of age. This reasoning obviously does not apply to a transfer of fully paid shares to an infant, but it is submitted that the principle is the same, for a company ought not to be compelled to accept a transferee who might conceivably repudiate the transfer at some future time, leaving the company in a difficulty as to the true ownership of the shares in case the transferor could not then be discovered, and (before repudia- tion) in respect of payment of dividends and other matters, although, as O’Brien J. said in the case above cited, referring to fully paid shares, ‘it is not likely that there would be any repudiation either during infancy or on majority; and the company might not raise any objection to the registering of the transfer.” There does not, however, appear to be any direct authority upon this point, all the decided cases, naturally enough, being cases in which there was a liability upon the shares. Where a company has registered an infant as a shareholder in ignorance of his infancy, it may, upon discovering the fact, obtain an order of the Court for rectification of the register by substituting the name of the transferor (Symon’s Case, L.R. 5 Ch. 298). In the case of registered companies there is a statutory provision for rectification of the register. In the case of statutory companies regulated by the Companies

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