Full text: Secretarial practice

TRANSFER AND TRANSMISSION OF SHARES 8; 
or letters of administration or confirmation as executor are 
produced to the company as evidence of the representative 
capacity of the executors or administrators; and s. 6g of the 
Act provides that ‘the production to a company of any 
document which is by law sufficient evidence of probate of the 
will, or letters of administration of the estate, or confirmation 
as executor, of a deceased person having been granted to 
some person shall be accepted by the company, notwith- 
standing anything in its articles, as sufficient evidence of the 
grant.” If nothing more is done, the proper course is to 
make a note in the register of the death and production 
of the probate with the full names and addresses of the 
executors; but it is not the proper course, in the circum- 
stances, to enter the representatives in the register as holders 
of the shares. S. 64 of the Act makes this clear: ‘A transfer 
of the share or other interest of a deceased member of a 
company, made by his personal representative, shall, although 
the personal representative is not himself a member of the com- 
pany, be as valid as if he had been such a member at the time 
of the execution of the instrument of transfer.’ So that 
executors may, by statute, transfer without being first 
registered as members; and if they do so, the transferee will 
in due course be registered in the ordinary way. Pending 
a transfer, the estate of the deceased member remains liable 
to the company and his representative is not entitled to notice 
of meetings [Allen v. Gold Reefs of West Africa (1900), 1 Ch. 
656], unless the articles provide that such representative is 
to receive notices of meetings. Article 107 of Table A is an 
instance of such a provision. 
In the case of the death of a sole executor who has not 
been registered, the production of probate of his will by his 
executor entitles that executor to deal with the shares of the 
deceased shareholder. But the administrator of a deceased 
executor must not be recognised. The person entitled to deal 
with the unadministered estate of the deceased shareholder 
(who will generally be the residuary legatee or one of the 
next of kin) must take out letters of administration de bonis 
non and the secretary can then recognise that person. 
Similarly neither the executor of an administrator nor tl: 
administrator of an administrator can be recognised. 
Colonial probates or letters of administration must be Colonial 
resealed in this country before the personal representative Probates, ete. 
can be recognised. Similarly Scottish and Irish probates 
and letters of administration must be resealed in England, 
English or Irish in Scotland, and English or Scottish in 
Ireland
	        
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