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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