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Transmission of Shares

share, executors, person, transfer and deceased

TRANSMISSION OF SHARES. When a shareholder dies, the right to deal with the shares passes to the executors or adminis trators, who produce to the company for registration the probate of the will or the letters of administration. The date of the shareholder's death should be entered in the register with a note of the executors' or administrators' names and addresses. The probate or letters of administration should be indorsed with a note that they have been exhibited to the company.

Unless the executors or administrators request to be registered as the actual holders of the shares, they will not be liable person ally for any calls which may be made. If their names are entered in the register of shareholders merely as the executors or administrators of the deceased, the estate remains liable for calls. Some companies, however, do not permit shares to stand in the names of executors or administrators. When shares are specifically left by will it is nevertheless necessary for a transfer to be executed from the executors to the I legatee.

When shares are transferred by the repre sentatives to a person to whom the shares have been left, the consideration in the transfer is merely a nominal one, say, ten shillings. The stamp duty on such a transfer is ten shillings. But if they are transferred to a legatee, who agrees to accept them instead of his cash legacy, the stamp duty is ad valorem and the consideration will be the price agreed upon between the representatives and the legatee.

Where a company has power to refuse to register an unsuitable person as a share ' holder, it cannot avoid registering a legatee to whom shares may have been specifically bequeathed by a deceased shareholder, even if that legatee is considered quite unreliable for the liability upon the shares.

In companies where Table A applies (see Section 11 under ARTICLES OF ASSOCIATION) the regulations are : " 21. The executors or administrators of a deceased sole holder of a share shall be the only persons recognised by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executors or administrators of the deceased survivor, shall be the only persons recognised by the company as having any title to the share.

" 22. Any person becoming entitled to a share in consequence of the death or bank ruptcy of a member shall, upon such evi dence being produced as may from time to time be required by the directors, have the right, either to be registered as a member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made ; but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy.

" 23. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company." (See COMPANIES, SHARES, TRANSFER OF SHARES.)