Registered Shareholder Rights Prevail Until Transfer Registration, and Interim Relief Fails Where the Applicant Lacks Clean Hands.

Until a transfer of shares is registered in the company's books, the registered holder remains entitled to exercise membership rights against the company, even if the transfer may be effective between transferor and transferee. The court declined interim injunction because the plaintiff had not acted on the lodged transfer instrument, had paid dividends to the transferor, continued to treat the transferor as holder, and did not pursue the statutory remedy for non-registration. On those facts, the plaintiff lacked the equitable basis required for interlocutory relief, and no material justified appointment of a receiver.

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Issues: Whether the plaintiff was entitled to interim injunction restraining the transferor from exercising membership rights in respect of shares said to have been transferred but not registered, and whether a receiver could be appointed in relation to those shares.

Analysis: A transfer of shares may be effective inter se transferor and transferee, but as against the company the transferee cannot claim participation in corporate affairs until the transfer is recognised by registration in the company's books. The Companies Act provisions on transfer and registration, together with the articles of association, preserve the position of the registered holder until the transfer is duly entered. The plaintiff had itself failed to act on the lodged transfer instrument, paid dividends to the transferor, and continued to show the transferor as holder of the shares, while also not pursuing the statutory remedy for non-registration. In these circumstances, the plaintiff lacked the equitable footing necessary for interlocutory relief. No material was shown to justify the extreme step of appointing a receiver.

Conclusion: The plaintiff was not entitled to injunction or appointment of a receiver.

Ratio Decidendi: Until a transfer of shares is registered in the company's books, the registered holder remains entitled to exercise membership rights against the company, and equitable interim relief will be refused where the applicant has not acted fairly or with clean hands.

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