Jurisdiction(s):
United Kingdom

Register of members is conclusive for voting and winding-up resolutions: Bland v Keegan [2024] EWCA Civ 934 on rectification, forgery and insolvency appointments

Published on: 28 August 2024

Published by a LexisNexis Restructuring & Insolvency expert

Legal News

Article summary

Bland and another v Keegan [2024] EWCA Civ 934 What are the practical implications of this case?

The ruling bears significant consequences for practitioners in corporate law, insolvency, and dispute resolution. The main points are:

Finality of the Register of Members: It reinforces the assumption that a company’s register of members is definitive as to who the members are, underscoring the importance of keeping it fully accurate for governance and decision-making
Rectification of the register: The court clearly emphasises the importance of seeking correction under section 125 of the Companies Act 2006 (CA 2006) where errors are alleged, signalling the need for lawyers to master the rectification route, the evidential demands, and the prospect of the court granting retrospective rectification
Dispute resolution and settlement: It explores the effects of resolving proceedings without a hearing, exemplified by a compromise via a Tomlin Order here. Advisers should ensure settlement terms comprehensively resolve every issue, including the position of the register of members and the interests of all parties involved
Fraud and forgery: The decision stands as a reminder that forged instruments are a nullity with no effect in law, being treated as void and incapable of conferring rights or obligations on any...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...