Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

Unless and until the register of members is rectified by court order, the identity of company members for the purposes of passing resolutions is determined by the register, even if entries were made as a result of forgery. The written resolution and appointment of liquidators were valid as Julie was the only member on the register at the relevant time.

Parties
Applicant/respondent: Andrew Bland; Applicant/respondent: Janet Francis Mayo; Respondent/appellant: Jeanette Keegan
Jurisdiction
England and Wales
Judgment Date
08 May 2024
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Rectification of Register of Members, Validity of Members' Resolutions, Effect of Forged Share Transfers, Appointment of Liquidators
Company Law Insolvency Law Rectification of Register of Members Validity of Members' Resolutions Effect of Forged Share Transfers Appointment of Liquidators

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Parties

Andrew Bland

Applicant/respondent

Janet Francis Mayo

Applicant/respondent

Jeanette Keegan

Respondent/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the register of members is conclusive as to company membership for the purposes of passing resolutions, even where entries are based on a forged stock transfer form
  2. 2 Whether a person whose name is removed from the register by forgery retains membership for voting purposes
  3. 3 Whether the appointment of liquidators and winding up was valid where based on such a register

Ratio Decidendi

Unless and until the register of members is rectified by court order, the identity of company members for the purposes of passing resolutions is determined by the register, even if entries were made as a result of forgery. The written resolution and appointment of liquidators were valid as Julie was the only member on the register at the relevant time.

Court Disposition

Appeal dismissed

Orders

  • The appointment of the liquidators is declared valid.
  • The written resolution for voluntary winding up is declared valid.