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OERS to the registration of shares; and it m if the holders of scrip apply to the ci
timsI will be registered as shareholders, they beco
i Rot All the
i tier view of subsequent calls (k) so long as the sha in their names.
er Ircounce In all the cases above referred to, offering any objection, registered the
samt fuse to names of the holders on the registry
mun the regissions of the new statute, (sect. 8, a
• This the Court of when taken, seems to constitute th but a question of a different kind will red company to make a company should hereafter refuse to
application was refused,
of mandamus was a high scrip certificates, he not being the shares. It is obvious, that, in some
of'n public nature (0)
lanes, the statute proutmost importance to directors who cial act, and are responsible to carry
I his shares, or his into compel the parties who signed t!
duly stamped, which to come in and register themselve
sted to the act (P)
The deed of transfer are there wanting authorities to she scribers may be sued for calls, alth
of the company,
wbo come registered (m). The point h
Register of Transfers been decided ; and when it arises
sertifieste, or indorses the form of the provisional contrat
the old cell Untila of allotment and scrip certificates
vandar continues liable
mot entitled to receive company.
most, App. 88) NO
2 Mont. & A. 348; Ex %, 3 Mont. & A. 356; . 1 Deac. 166; Ex parte unt. & A. 225. Shares panies, belonging to a t whom any judgment ed up, may be charged nent of the judgment order of a judge; and
such an order is to recompany from permitting
the shares to be made. Vict. c. 110, s. 14; 3 & 82, 8. 1. And shares ulic company, standing in of a petitioner for protec· the Insolvent Act, (7 & 8
', may be transferred by the uner into the name of the 7 & 8 Vict. c. 96, s. 15.
all the persons through whom the plaintiff claims, it will be a question whether he will be entitled to recover. All the members of the Court are not quite agreed in their view of the law upon this part of the case, and therefore I pronounce no opinion upon it at present.
It seems, that if a company should unlawfully refuse to register a shareholder, who is entitled to be upon the register, a writ of mandamus does not lie, to compel registration. Thus, where an application was made to the Court of Queen's Bench, to compel a chartered company to make a transfer of stock in their books, the application was refused, and the Court said, that the writ of mandamus was a high prerogative writ, confined to cases of a public nature (0).
With respect to the transfer of shares, the statute provides, that every shareholder may sell his shares, or his interest in the capital stock, by deed duly stamped, which may be according to the form annexed to the act (p). (8 Vict. c. 16, s. 14, post, App. 88). The deed of transfer must be delivered to the secretary of the company, who enters a memorial thereof in “ The Register of Transfers," and delivers to the purchaser a new certificate, or indorses a memorandum of the transfer on the old one (9). Until a transfer has been thus delivered, the vendor continues liable for all calls, and the purchaser is not entitled to receive profits, or to vote (r). (Id., s. 15, post, App. 88) No
Transfer of shares.
(0) R. v. The London Assurance Company, 5 B. & A. 901 ; but see R. v. The Worcester Canal Company, 1 Man. & Ry.529, contrà.
() See the form, post, App. 115. It seems that the company would be bound to transfer shares, even to insolvent persons. See The Huddersfield Canal Company Buckley, 7 T. R. 36.
(9) Wilkinson v. Lloyd, 9 Jur. 328, Q. B.
(r) Shareholders cannot get rid of their liability to pay calls, except in the mode pointed out in the statute, even in cases where they hold the shares under a trust for the company. Preston y. The Grand Collier Dock Company, 11 Sim. 327; S. C., 2 Railway Cases, 350. And if direct. ors accept an informal surrender of shares, upon an agreement that the surrenderee shall not be required to pay any further calls, a court of equity
shareholder may transfer any share, after any call shall have been made in respect thereof, until he has paid such call (s). por until he has paid all calls, due on every share held by him. (Id., s. 16, post, App. 89). The Register of Transfers may be closed for a certain number of days before each ordinary meeting, and any transfer made whilst the register is so closed, as between the company and the transferee, is considered as made, subsequently to the ordinary meeting. (Id., s. 17, post, App. 89).
If a share becomes transmitted, by death, bankruptcy, insolvency, marriage, or by other similar means, the directors may require the transmission to be authenticated by a declaration in writing, which must be left with the secretary, who thereupon enters the names of the persons entitled in the register of shareholders (t). Until a transmission be so authenticated, no person entitled can share in the profits or vote. (Id., s. 18, post, App. 89). A copy of the register of the marriage, and an extract of the probate or letters of administration, must be produced to the secretary, when
would probably issue an injunction parte Watkins, 2Mont. & A. 348; Ex to restrain an action to recover calls parte Harrison, 3 Mont. & A. 356 ; brought against other shareholders. Ex parte Orde, 1 Deac. 166; Ex parte Playfair v. The Birmingham, Bris- Vallance, 3 Mont. & A. 225. Shares tol, and Thames Junction Railway in public companies, belonging to a Company, 1 Railway Cases, 640. person against whom any judgment
(3) This special provision sets at has been entered up, may be charged rest a question which has been raised, with the payment of the judgment as to the effect of a transfer of shares debt, by the order of a judge; and after a call was made. The Ayles. the effect of such an order is to rebury Railway Companyv. Thompson, strain the company from permitting 2 Railway Cases, 668; The Ayles- a transfer of the shares to be made. bury Railway Company v. Mount, 2 See 1 & 2 Vict. c. 110, s. 14; 3 & Railway Cases, 679; S. C., 4 Man, 4 Vict. c. 82, 8. 1. And shares
in any public company, standing in (1) As to when shares remain to the the name of a petitioner for protecorder and disposition of a bankrupt, tion under the Insolvent Act, (7 & 8 See Thompson v. Speirs, 14 Law J., Vict. c. 96), may be transferred by the Ch., 453; Ex parte Lancaster Canal commissioner into the name of the Company, Deac. & Chit. 411: Ex assignees. 7 & 8 Vict. c. 96, s. 15.
& G. 651.
shares are transmitted by marriage or death (u). (Id., s. 19, post, App. 89). The company are not bound to see to the execution of any trust, to which shares may be subject; and receipts for money, given by the person in whose name any share stands in the books, are a sufficient discharge to the company (x). (Id., s. 20, post, App. 89).
The rights, inter se, of vendors and purchasers of shares, and also of letters of allotment and scrip certificates, will be discussed in a future section of this work.
5. Persons who have subscribed for shares, or their legal representatives, are required to pay calls; and with respect to the provisions in that act or the special act contained, for enforcing the payment of calls, the word “shareholders” includes the legal personal representatives of such shareholders (y). (Id., s. 21, post, App. 90). The company may, from time to time, make calls upon shareholders, provided that twenty-one days' notice, at least, be given of each call, and that the calls be made as prescribed; and every shareholder is liable to pay the amount of the calls so made by the company (z). (Id., s. 22, post, App. 90). If
5. Actions to recover calls made on shares.
(u) As to the court in which probate or letters of administration ought to be granted, to pass an interest in shares, see Ex parte Horne, 7 B. & C. 632; S. C., 1 Man. & Ry. 529 : Smith v. Stafford, 2 Wils. 166.
(x) It seems that a mortgagee of shares should give notice of his incumbrance, to the company, otherwise he may lose his lien. Cumming v. Prescott, 2 Y. & Coll. 488; Ex parte Waithman, 1 Mont. & A. 364.
(y) This is a very important provision. When the executors of an original subscriber to a railway company are liable to pay calls made in the lifetime of the testator, as well as those made after his death, see Fyler v. Fyler, 2 Railway Cases, 813; 3 Beav. 550. As to when the admini
strator of a subscriber to a projected canal, who died before the act passed for making it, could not be sued as a proprietor, see Weald of Kent Canal Company v. Robinson, 5 Taunt. 800.
(z) Circumstances may arise in the proceedings of a company, which would authorise the Court of Queen's Bench to issue a mandamus to compel the company to make calls on shareholders. See R. v. The Vic. toria Park Company, 1 Q. B. 292. But, as the creditors of a company may now recover their judgment debts from shareholders who have not paid up the full amount of their shares, it is probable that the remedy by man. damus will not, in such cases, be re. sorted to. See 8 Vict. c. 16, ss. 36, 37, post, App., 92.