References: [1857] EngR 280, (1857) 3 K & J 408, (1857) 69 ER 1168
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The 25th section of the Joint Stock Companies Act, 1856 (19 & 20 Vict, c. 47), enabling a shareholder whose name is without sufficient cause omitted to be entered in the company’s register to apply by motion for an order that the register may be rectified was not meant to give to every shareholder ex debito justiciae this summary remedy. The object of that section was to enable the Court to avoid the inconvenience and injustice which occasionally arise from capricious or frivolous objections on the part of companies to complete the registration of their shareholders. It was not intended by the Act that, in the event of there being a serious question to be tried, the matter should be disposed of summarily.
A resolution for a call may be good, though resolutions for calls for smaller sums had been previously negatived at the same meeting.
Whether, provided shareholders have had notice by means of circulars of a meeting for the purpose of making calls, a shareholder who has attended such meeting can object to calls made thereat, on the mere ground that the company omitted to advertise the meeting in any newspaper, as required by their deed of settlement – quaere.
But where a shareholder, having so attended at such meeting, had allowed others to pay their calls, and after lying by for six months assigned his shares : Held, that his assignee could not, by motion under the 25th section of the Act, apply to have his name entered on the register, so long as the calls remained unpaid; and his motion was dismissed with costs.
Statutes: Joint Stock Companies Act 1856 25
