usually in the form of an application
in writing to the company, made in response to a prospectus, requesting
the company to allot the applicant a certain number of shares in the
undertaking on the terms of the prospectus, and agreeing to accept the
shares, or any smaller number, which may be allotted to the applicant.
An allottee is under the Companies (Consolidation) Act 1908, s. 86,
entitled to rescind his contract where the allotment is irregular, e.g.
where the minimum subscription has not been obtained. When an
application is accepted the shares are allotted, and a letter of
allotment is posted to the applicant. Allotment is the usual, but not
the only, evidence of acceptance. As soon as the letter of allotment is
posted the contract is complete, even though the letter never reaches
the applicant. An application for shares can be withdrawn at any time
before acceptance. As soon as the contract is complete, it is the duty
of the company to enter the shareholder's name in the register of
members, and to issue to him a certificate under the seal of the
company, evidencing his title to the shares.
Register of members.
The register of members plays an important part in the scheme of the
company system, under the Companies Act 1862. The principle of limited
liability having been once adopted by the legislature, justice required
not only that such limitation of liability should be brought home by
every possible means to persons dealing with the company, but also that
such persons should know as far as possible what was the limited capital
which was the sole fund available to satisfy their claims--what amount
had been called up, what remained uncalled, who were the persons to pay,
and in what amounts. These data might materially assist a person
dealing with the company in determining, whether he would give it credit
or not; in any case they are matters which the public had a right to
know. The legislature, recognizing this, has exacted as a condition of
the privilege of trading with limited liability that the company shall
keep a register with those particulars in it, which shall be accessible
to the public at all reasonable times. In order that this register may
be accurate, and correspond with the true liability of membership for
the time being, the court is empowered under the Companies Act 1862, and
the Companies (Consolidation) Act 1908, s. 32, to rectify it in a
summary way, on application by motion, by order
|