Bland & Anor v Keegan [2024] EWCA Civ 934 (05 August 2024)

Bland & Anor v Keegan [2024] EWCA Civ 934 (05 August 2024)

Unless and until a court order for rectification is made, the register of members is determinative of membership for voting purposes, even if removal was based on forgery. The written resolution and appointment of liquidators were valid as Julie was the sole member on the register at the relevant time.

Citation
[2024] EWCA Civ 934
Parties
Applicant/respondent: Andrew Bland; Applicant/respondent: Janet Francis Mayo; Respondent/appellant: Jeanette Keegan
Jurisdiction
England and Wales
Judgment Date
05 August 2024
Procedural Posture
Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Register of Members, Rectification of Register, Validity of Written Resolution, Appointment of Liquidators, Forgery and Share Transfer, Prima Facie Evidence, Retrospective Rectification
Company Law Insolvency Law Register of Members Rectification of Register Validity of Written Resolution Appointment of Liquidators Forgery and Share Transfer Prima Facie Evidence +1 more

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Parties

Andrew Bland

Applicant/respondent

Janet Francis Mayo

Applicant/respondent

Jeanette Keegan

Respondent/appellant

Procedural Posture

Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Is the register of members conclusive for determining membership for voting purposes?
  2. 2 Does a forged stock transfer form invalidate subsequent resolutions and appointments?
  3. 3 Can retrospective rectification of the register affect the validity of resolutions?

Ratio Decidendi

Unless and until a court order for rectification is made, the register of members is determinative of membership for voting purposes, even if removal was based on forgery. The written resolution and appointment of liquidators were valid as Julie was the sole member on the register at the relevant time.

Court Disposition

Appeal dismissed

Orders

  • Liquidators' appointment declared valid
  • Written resolution for voluntary winding up declared valid