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 VIII. Transfer and transmission of shares

Collection:: Economics Books

b4 SECRETARIAL PRACTICE by the Registrar, in the case of companies registered in England (s. 101). ‘The object of the section,” says Lord Wrenbury, ‘is (1) to relieve the company from taking notice of ‘equitable interests in shares, and (2) to preclude persons claiming under equitable titles from converting the company into a trustee for them’ (Buckley on the Companies Acts, 11th edition, p. 254). A company receiving notice of any lien or equitable interest should accordingly decline to recognise it. A suitable form of letter by the company, in reply to a notice of lien or equit- able interest, is given in Appendix F (Form 29). Articles of association usually contain a provision which goes further than s. 101, and is to the effect that the com- pany shall be entitled to treat the registered holder of a share as the absolute owner, and shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person. Such an article appears to be ineffectual, at all events, so far as non-members of the company are concerned; for notice of the interest in shares by a person, other than the registered holder, will affect the company in its capacity as a trader, although it does not affect it in its duty of keeping the register [Mackereth v. Wigan Coal Co. (1916), 2 Ch. 293]. The holder of an equitable interest in shares may get the Court to interfere in his behalf [Binney v. Ince Hall Coal Co. (1866), 35 L.J. Ch. 363], and he can restrain the company from allowing the shares to be transferred by taking proceedings under the Rules of the Supreme Court, Order 46, Rule 4, if he so desire. Otherwise the company is not bound by any notice of equitable interests which it may receive, so that successive mortgagees will date entirely according to priority of charges [Société Générale v. Walker (1886), 11 A.C. 20]. If a company, having a lien over its shares for all debts due from the holder thereof, receives notice that another person holds the shares as security for a debt due, the company cannot claim priority for a debt which became due to the company from the holder after such notice has been received [Bradford Banking Co. v. Briggs (188%), 12 A.C. 29]. As between the registered shareholder and his cestus que trust in their relation to the company, the former is the person who is liable for all payments which have to be made in respect of the shares, and this liability is not limited to the amount of the trust estate [see Muir v. City of Glasgow Bank (1879), 4 A.C. 337]. The beneficial holder is, however, bound to indemnify the registered holder, and at any rate where he is

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