Secretarial practice

Bibliographic data

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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter V. Capital and shares

Collection:: Economics Books

CAPITAL AND SHARES L The general nature of shares and some of their charac- Membership. teristics having thus been briefly noticed, it becomes material to consider how membership of a company is constituted and who may be a member. S. 25 of the Act defines a member thus: (1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members in its register of members; (2) Every other person who agrees to become a member of a company, and whose name is entered In its register of members, shall be a member of the company.’ As to subscribers, see Chapter II. A director signing and delivering to the Registrar for registration an undertaking to take and pay for his qualification shares is in the same position as a subscriber [s. 140 (2)]. No one can become a member until his name is entered on the register. The register, however, may be rectified on application to the Court, if names are on it which ought not to be on it, or if names are not on it which ought to be on it (see s. 100). The agreement to take shares is therefore the true test whether a person is or can be compelled to accept registration as a member of the company, with the consequent liabilities of membership. He may apply for shares either personally, or by agent; either in writing, or by word of mouth: he may contract to take shares, e.g. as a vendor or an underwriter; he may be estopped from denying the agreement, either by taking no steps to have his name removed from the register, or by his conduct in attending meetings and so forth, although he may have originally made no agreement to take shares: and he may become a shareholder by transfer. A shareholder ceases to be a member (1) on death, although his estate still remains liable; (2) on transferring his shares to another person, though in this case he retains for one year a contingent liability in respect of shares not fully paid; (3) by a surrender or forfeiture of his shares. In the case of bankruptcy of a member, the shares vest in his trustee sub- ject to a right of disclaimer: as to the effect of exercising which right see Wise v. Lansdell, 1921, 1 Ch. 420. Subject to the regulations of the company, anybody may who may hold shares. Some companies, however, provide that only hold Shares. persons of a certain profession shall be eligible as share- holders, and such a provision is valid. A corporation may hold shares if authorised to do so by its own memorandum and articles, and sometimes even if not so authorised, e.g. where shares are taken in payment of a debt [Lands Allotment Co. (1894), 1Ch.6161. As to infants see Chapter IX. A company

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