The powers granted to the Court under this section to remove names from the register extend only to two cases; where the name has been improperly entered on the register, and where the person whose name is in question has ceased to be a

member.

Thus an application by a shareholder to have his name removed from the register of a company upon the ground that the directors had committed a breach of the articles of association by carrying on business before all the shares were taken up, was refused as not being within the section. [Ex parte Ward, 3 Ex. 180.]

It is a matter of discretion whether the Court will exercise the summary jurisdiction given them by the section, and in a complicated or doubtful case, as where the disputed construction of documents is involved, the jurisdiction will not be exercised. [Simpson's Case, 9 Eq. 91; Ex parte Shaw, 2 Q. B. D. 463.]

Thus where the holder of shares in a company applied for rectification of the register on the ground that he had been induced to take shares by fraud, and the facts so alleged were denied by the company, the Court refused to make an order under this section until the applicant had tried the question of fact in an action to recover what he had paid. [Askew's Case, 9 Ch. 664.]

Where the articles of a company were on the face of them fraudulent the Court has allowed the register to be rectified without further evidence than proof of membership on the part of the applicant. [Silver Valley Mines, 1881, W. N. 124.]

Where the applicant has only an equitable title the Court has no jurisdiction to make an order under sect. 35. [Ex parte Sargent, 17 Eq. 273.]

But where the legal title of the applicant is clear the order to rectify will be made. [Ex parte Shaw, 2 Q. B. D. 46 §.]

Semble on an application under this section the Court may direct an action to be instituted for the purpose of determining the rights of the parties. [Ex parte Parker, 2 Ch. 685.]

It would appear that the jurisdiction given by the section is confined to cases where the register is incorrect through default on the part of the company [Ward and Henry's Case, 2 Ch. 431; Ex parte Sargent, 17 Eq. 273], though this point is doubtful. [Ex parte Shaw, 2 Q. B. D. 463.]

The provisions of this section are applicable to a company in liquidation.

TRANSFER OF SHARES.

The articles of association usually provide a form of transfer, and specify whether transfers are to be by deed or by an instrument in writing.

Where the articles permit a transfer of shares to be made by "instrument in writing" it is not necessary that the transfer should be by deed, even although the uniform practice of the company may have been to require one. [Ex parte Sargent, 17 Eq. 273.]

The articles usually adopt a clause similar to the 10th clause of Table A of the Act, 1862, which provides that the company may decline to register any transfer of shares made by a member who is indebted to them. This power extends to a member's indebtedness on whatever account. [In re Stringer, 9 Q. B. D. 436.]

It must be noticed that this clause does not apply to persons claiming shares by transmission under the 13th clause of Table A. Therefore where a company has adopted Table A as its articles of association it cannot refuse to register the name of a trustee in bankruptcy of a shareholder on the ground that the shareholder is indebted to the company. [Bentham Mills Co., 11 Ch. D. 900.]

It is usual for the articles to contain a clause giving the company a general and paramount lien on the shares of each individual member for any sum in which he may be indebted to the company.

This lien is generally extended to shares held either jointly or severally, and where this is the case the company will be

entitled to its lien, even though the shareholder indebted may be interested in the shares registered in his name only as a trustee either alone or jointly. [New London and Brazilian Bank v. Brocklebank, 47 L. T. 8.]

The directors of a company have no discretionary power, independently of powers expressly given to them by the articles of association, to refuse to register a transfer which has been bona fide made.

Thus where a transferee gave an address at which he was only an occasional visitor, it was held that the directors, in the absence of discretionary powers, were bound to register the transfer, although the company was at the time in difficulties and the shares were sold by the transferor in order to get rid of his liability. [Weston's Case, 6 Eq. 238; 4 Ch. 20.]

Many articles make the transfer of shares subject to the approval of the directors.

Where this approval is required the Court cannot dispense with the directions of the articles, and where such approval has not been obtained will not direct a transferee's name to be entered on the register. [Walker's Case, 2 Eq. 554.]

Where the transferee is subject to the approval of the directors, this power of approving must be exercised reasonably and will be controlled by the Court. [Robinson v. Chartered Bank, 1 Eq. 32.]

But it has been held that the directors were not bound to disclose their reasons for rejecting a transferee, provided they had fairly considered the question at a board meeting, and in the absence of evidence that the directors had exercised their powers of rejection capriciously and unfairly, the Court would take it for granted that they had acted reasonably and bonâ fide. [Ex parte Penney, 8 Ch. 446.]

Where the articles gave the directors no discretionary powers, and where the votes diminished in proportion with the increased number of shares, and a shareholder subdivided his holding amongst nominees for the purpose of increasing his number of

votes at one particular general meeting, but the directors refused to register the transfers, the company was ordered on motion under the 35th section of the Act, 1862, to register the transfers in time to enable the transferees to vote at the meeting. [Stranton Iron Co., 16 Eq. 559.]

To prevent the manufacture of votes for the purposes of any particular meeting the articles usually provide that no shareholder shall be qualified to vote in respect of any shares which he has held for less than a specified time.

Where the directors have discretionary powers under the articles of rejecting a transferee, and their approval is obtained by fraudulent misrepresentation, it has been held that such mis-statements, which were intended to mislead and did mislead the directors, avoided the transaction. [Payne's Case, 9 Eq. 223.]

To invalidate the transfer the misrepresentation must be fraudulent; misdescription not intended to mislead, even although it has that result, will not invalidate it.

Thus the misdescription of a journeyman butcher as a "gentleman" in a bonâ fide transfer was held not material [Master's Case, 7 Ch. 292]. Likewise where a transferee similarly described was a person of no means. [Bishop's Case, 7 Ch. 296, n.]

The acceptance of the shares by the transferee is signified by his executing the instrument of transfer. It has been held that the directors were justified in refusing to register a transfer where the deed had not been executed by the transferee, and it had been the uniform practice of the company to have shares transferred by deed executed both by transferor and transferee, although the articles of association did not prescribe any particular form of transfer. [Marino's Case, 2 Ch. 596.]

It is the duty, as well as the interest, of the transferor to see that the transfer is duly completed. The 26th section of the Act, 1867, provides that "a company shall, on the application of the transferor of any share or interest in the company, enter in its register of members the name of the transferee of such

share or interest, in the same manner and subject to the same conditions as if the application for such entry were made by the transferee."

With respect to the holdings of married women in any company, the Married Women's Property Act, 1882, provides that all shares, stock, debentures, debenture stock, and other interests of or in any corporation, company, public body, or society, which shall be allotted to or placed, registered, or transferred in or into, or made to stand in the sole name of any married woman, shall be deemed, unless and until the contrary be shewn, to be her separate property in respect of which, so far as any liability may be incident thereto, her separate estate shall alone be liable, whether the same shall be so expressed in the document whereby her title to the same is created or certified, or in the books or register wherein her title is entered or recorded, or not.

Provided always that nothing in this Act shall require or authorize any corporation or joint stock company to admit any married woman to be a holder of any shares or stock therein to which any liability may be incident, contrary to the provisions of any Act of Parliament, charter, bye-law, articles of association, or deed of settlement regulating such corporation or company.

Semble, that if the articles contain no such restriction and confer no general discretionary power upon the directors, the company will be bound to accept a married woman as a share

holder.

The fact that any share, stock, debentures, debenture stock, or other interests of or in any corporation, company, public body, or society may be standing in the sole name of a married woman, is sufficient primâ facie evidence that she is beneficially entitled thereto for her separate use, so as to authorize and empower her to receive or transfer the same and to receive the dividends, interests, and profits thereof without the concurrence of her husband, and to indemnify all directors, managers, and