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