The company had two directors. On a death the inheritor of a members shares were entitled to have their shares registered. The majority shareholder died. The remaining board refused to register his widow as owner of the shares. She remarried, and then died, and her widower who had inherited the shares was also refused registration.
Held: The court ordered the registration of the shares. The right within the articles to have one’s shares registered was absolute. The members of a company cannot do informally that which they cannot do formally
Where a company has a sole remaining registered shareholder, he cannot bind the company without a formal meeting
Judges:
Oliver J
Citations:
[1994] 1 BCLC 797
Jurisdiction:
England and Wales
Citing:
Applied – Morris v Kanssen HL 1946
The House considered the effect of provisions relating to the acts of directors in the 1929 Act. Lord Simonds said: ‘There is, as it appears to me, a vital distinction between (a) an appointment in which there is a defect or, in other words, a . .
Cited – Re Consolidated Nickel Mines Ltd ChD 1914
The articles of association said that general meetings were to be held once a year and that at the ordinary meeting in 1906, all directors should retire from office. . Articles 62, 101, 104 and 106 of the articles of association of the company . .
Cited by:
Cited – Randhawa and Another v Turpin and Another CA 1-Aug-2017
The Court was asked whether the sole director of a company, whose articles required two directors for its board meeting to be quorate, could validly appoint administrators . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 11 May 2022; Ref: scu.634364