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Are you a member?

Bland v Keegan [2024] EWCA Civ 934 provides clarity on what constitutes conclusive evidence of a member of a company.

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Published 29 August 2024

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Under the Companies Act 2006, every company is required to keep a register of its members.

Apart from the founding members of the company (also known as the subscribers), whose membership takes effect automatically upon the company’s incorporation, a person will only be a member of a company if they have agreed to become a member and their name is entered on the company’s register of members.

This certainty was recently challenged in the case of Bland v Keegan [2024] EWCA Civ 934.  A forged stock transfer form had been delivered to the company, and the company had updated its register of members to reflect that transfer.  A shareholder resolution was then passed by the person shown on the register of members.

The Court of Appeal, agreeing with the High Court, held that even if the transfer was a forgery, the company’s register of members is conclusive in determining the identity of its members at any given time. The shareholder resolution had therefore been passed and was effective. Barring specific exceptions, the person listed on the register of members is recognised as the member until the register is officially rectified, following an application to court by the person challenging its contents.

The decision emphasises that the register of members is generally conclusive evidence as to the members of a company.

If you are concerned about whether you are properly registered as a member, you are entitled to apply to inspect and/or receive a copy of the company’s register of members, free of charge.  If this reveals unexpected information, you may apply to Court to have the register rectified.

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Shorter Reads

Are you a member?

Bland v Keegan [2024] EWCA Civ 934 provides clarity on what constitutes conclusive evidence of a member of a company.

Published 29 August 2024

Associated sectors / services

Authors

Under the Companies Act 2006, every company is required to keep a register of its members.

Apart from the founding members of the company (also known as the subscribers), whose membership takes effect automatically upon the company’s incorporation, a person will only be a member of a company if they have agreed to become a member and their name is entered on the company’s register of members.

This certainty was recently challenged in the case of Bland v Keegan [2024] EWCA Civ 934.  A forged stock transfer form had been delivered to the company, and the company had updated its register of members to reflect that transfer.  A shareholder resolution was then passed by the person shown on the register of members.

The Court of Appeal, agreeing with the High Court, held that even if the transfer was a forgery, the company’s register of members is conclusive in determining the identity of its members at any given time. The shareholder resolution had therefore been passed and was effective. Barring specific exceptions, the person listed on the register of members is recognised as the member until the register is officially rectified, following an application to court by the person challenging its contents.

The decision emphasises that the register of members is generally conclusive evidence as to the members of a company.

If you are concerned about whether you are properly registered as a member, you are entitled to apply to inspect and/or receive a copy of the company’s register of members, free of charge.  If this reveals unexpected information, you may apply to Court to have the register rectified.

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