Vol 22 (2025) - Issue 1

Article preview

Andrew Bland and Janet Francis Mayo v Jeanette Keegan [2024] EWCA Civ 934

Synopsis
This case serves as a helpful clarification regarding the reliance which can be placed on a public register of members of a company. This issue was considered in determining the validity of the appointment of liquidators in circumstances where the written resolution appointing such liquidators was signed by the purported holder of the entire issued shares following an unauthorised execution of a stock transfer form.
In applying the underlying principle in Enviroco v Farstad, the Court of Appeal held that unless and until an order for rectification of the register was made, the identity of the members of a company was to be determined by the entries in the register of members.
Absent an order for rectification of the register, it was right to rely on the (presumed) state of the register of members when determining the validity of the written resolution.