This article, written by Hannah Pope, explores the recent case where the Court of Appeal considered the status of an individual who had been fraudulently removed from the register of members of a company.  The recent case of Bland v Keegan [2024] EWCA Civ 934, saw the Court of Appeal consider the status of an individual who had been fraudulently removed from the register of members of a company.

Despite the removal of the appellant’s name from the register of members of the company being as a result of a fraudulently executed stock transfer form, the High Court in this case determined that the register of members was conclusive as to the identity of the members of the Company at any particular point in time and, therefore, a written resolution signed by the transferee, appointing joint liquidators, was valid passed.

The subsequent appeal was dismissed by the Court of Appeal, whose decision confirms that liquidators can take the members of a company to be those shown on its register, unless and until rectified pursuant to a court order. This general principle applies for the purpose of determining the validity of members’ resolutions, even where a member’s name has been wrongly removed from the register as a result of forgery or fraud.

The decision highlights the need to act quickly in relation to any errors in share registers.  If you would like to discuss any concerns that you have, please contact Caroline Cropley.