Andrew Bland & Anor v JDK Construction Limited (in liquidation) & Anor
[2023] EWHC 2805 (Ch)
Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)
5 August 2024
[2024] EWCA Civ 934
Court of Appeal
A company's shareholder register is usually what decides who the shareholders are. Even if someone's name was wrongly removed due to a forged signature, the court says that unless a judge changes the register, the winding-up decision, based on who was listed, remains valid. This case shows how important it is to get a court to fix a wrong entry on the register before anything else happens.
Key Facts
- •JDK Construction Limited (the "Company") had 100 ordinary shares.
- •Jeanette Keegan (Jeanette) was the initial sole director and shareholder.
- •Julie Keegan (Julie), Jeanette's daughter-in-law, became a director and acquired 50 shares.
- •In 2019, Julie purportedly transferred Jeanette's remaining 50 shares to herself using a stock transfer form (potentially forged).
- •Julie, as the purported sole member, signed a written resolution winding up the Company and appointing Andrew Bland and Janet Francis Mayo as liquidators.
- •Jeanette disputed the validity of the share transfer and the winding-up resolution.
- •A Part 7 claim was issued by Jeanette seeking rectification of the register of members, which was later settled via a Tomlin Order.
- •The liquidators' appointment was challenged.
Legal Principles
The register of members is prima facie evidence of the company's membership, not conclusive evidence.
Companies Act 2006, sections 112, 113, 127
A person is a member of a company either by subscribing to the memorandum or by agreeing to become a member and being entered on the register.
Companies Act 2006, section 112
The register of members is presumptively valid; those listed are members unless and until the register is rectified.
Enviroco Limited v Farstad Supply A/S [2011] UKSC 16
The court has the power to rectify the register of members retrospectively, but this is discretionary and considers potential injustice to others.
Re Sussex Brick Co Limited [1904] 1 Ch 598
A forged document is a nullity.
Ruben v Great Fingall Consolidated [1906] AC 439
Outcomes
The appeal was dismissed.
In the absence of a court order rectifying the register of members, the register's state at the time of the resolution was determinative. The resolution was therefore valid, and the liquidators' appointment was valid.
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