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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter V. Capital and shares

Collection:: Economics Books

|“ 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

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