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January 17, 1967
HIGH COURT
GHANA
CORAM
The applicants herein are personal representatives of one Dr. Dimitra Politis who while she lived was the holder of the majority shares in, and one of the two directors of, a company by the name of Plastico Ltd. On 23 December 1966, the applicants obtained an order from this court that the company should rectify its register of members by placing the names of the applicants, obviously in substitution of the late Dr. Politis, on the register. The applicants have now brought this application under section 217 of the Companies Code, 1963 (Act 179), for an order declaring certain acts of the company, or, of the director surviving Dr. Politis, null and void. Mr. Amissah-Aidoo who represents the company and one other respondent to this application has raised the preliminary objection that the applicants qua administrators of the late Dr. Politis have no locus standi to bring this application. The only, and presumably the best authority he has for this proposition is a sentence from Halsbury's Laws of England (3rd ed.), Vol. 6, p. 256, para. 533, which reads as follows:
[p.11]
"Although the legal representatives of a deceased member do not become members unless themselves registered, a transfer of the share or other interest of a deceased member by his personal representative is as valid as if he were a member at the time of the execution of the transfer."
His emphasis was on the words italicised above and originally the learned counsel was prepared in his submission to let the court know only of those words. After a certain amount of inducement he relented but obviously with some reluctance, and read out the remaining part of the sentence on which he relied. Be that as it may, the purpose of reading the truncated portion of this sentence and of emphasising that part when the whole sentence was eventually read, was to convince the court that a personal representative administering an estate of which shares in a company form a part, was not a member of the company until he was registered. Counsel need not have gone as far as delving into the tomes of Halsbury for the learning that he conveyed to the court. Much nearer home in our own, perhaps less well-known, Companies Code, the position of the personal representative is provided for in a little more detail than in the sentence of Halsbury which the researches of counsel disclosed. Section 99 of the Companies Code, 1963 (Act 179), is as follows:
"99. (1) In the case of the death of a shareholder or debenture
AI Generated Summary
Personal representatives of the late Dr. Dimitra Politis, who held the majority shares and was a co-director of Plastico Ltd., sought relief under section 217 of the Companies Code (Act 179) to declare certain company acts void. They had earlier obtained a rectification order to place their names on the register of members. The company, represented by Mr. Amissah-Aidoo, objected that the representatives lacked standing because they were not registered members and argued that the rectification order was not drawn up or served. The court examined section 99 of the Companies Code and the Gower Report, holding that personal representatives are entitled to be registered and, even before registration, enjoy the rights and remedies of members except attending and voting. Citing Farden v. Richter and Hopton v. Robertson, the court found that service was unnecessary where the company had notice and was required to act. The preliminary objection was overruled.