8 - Membership Flashcards
Are shareholder and member synonymous?
No - shareholders might not be members, and members might not be shareholders
Two ways in which person can become member
- Subscriber of memorandum becomes member on incorp
- Person who agrees to become member and has name entered on RoM
When might someone be considered a member when their name is not on RoM?
If they are a subscriber of the memorandum - becoming a member after this point requires being entered on RoM
2 examples of instances where prospective member’s name may not be entered onto RoM
- Because they are an unincorporated association with no legal personality (such as a partnership)
- Company cannot be a member of itself (except for in relation to treasury shares)
If an ordinary partnership is a prospective member, who will be entered onto RoM?
The partners
Who has right to inspect RoM free of charge?
Members
Info to include on RoM
Names
Addresses
Date of registration
Date of ceasing to be member
Number and class of shares held
Amount paid or agreed to be considered as paid
Procedure for rectifying error on RoM
Apply to court for rectification order
When can a rectification order be sought? (2)
- Name of a person, without sufficient cause, is entered or omitted from RoM
- Default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member
Procedure for member exercising right to inspect
Makea request to the company to that effect, confirming:
Name and address
Purpose for which info will be disclosed
Whether info will be disclosed to others
Must a company comply with request of member to inspect register?
No, they can instead apply to the court for an order that the request was not made for a proper purpose
Are ‘nominees’ legal or beneficial owners of shares?
Legal only
3 methods by which company law seeks to make corporate control more transparent?
- Register of interests disclosed
- PSC register
- Register of overseas entities
How does CS 2006 define an interest in shares?
‘An interest of any kind whatsoever in the shares’
What is a S.793 notice?
A notice to a company/individual to confirm whether it has an interest in a shareholder’s shares
