Gift of Shares vests ownership on delivery of certificates and signed transfer forms; registration is procedural, entitling rectification and delivery.

A completed gift of shares accompanied by delivery of share certificates and duly signed transfer forms vests legal ownership in the donee immediately; the company's subsequent registration of transfer is procedural enforcement and not a prerequisite for vesting. Evidence of receipt and payment of dividends corroborates the completed transfer and supports a declaration of title. Operatively, the donee is entitled to rectification of the register of members by insertion of her (or her nominee's) name and to delivery of the share scrips/certificates or issuance of duplicates in default, in accordance with law.

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Issues: Whether the plaintiff was the owner of the 900 equity shares of the company by virtue of a gift and delivery of share scrips and signed blank transfer form, and whether she was entitled to a decree for declaration of ownership, rectification of the register of members and delivery (or reissue) of share certificates.

Analysis: Evidence on record establishes that the share scrips together with blank transfer forms duly signed by the transferor were handed over to the plaintiff in January 1961 and that dividends on the 900 shares were paid to her thereafter. The delivery of share certificates together with duly signed transfer documents effected the gift and vested in the plaintiff the legal right to have the shares registered in her name even though the company had not recorded the transfer in its register. The non-recording of the transfer in the company's books does not invalidate the completed gift; registration by the company constitutes enforcement of the donee's right but is not a prerequisite for the vesting of ownership. The deed dated January 8, 1961, corroborates payment of dividends to the plaintiff and does not negate the completed gift by delivery. There is no contest by the company in these proceedings to defeat the plaintiff's proved title, and the authorities relied upon by the trial judge were distinguished in light of Supreme Court precedent establishing that donation of the right to have shares made out in the donee's name becomes complete on delivery.

Conclusion: The plaintiff is the owner of the 900 equity shares; she is entitled to a declaration of title, rectification of the register of members by insertion of her name (or her nominee's), and delivery of the share scrips/certificates or, in default, issuance of duplicate share scrips in accordance with law.

Ratio Decidendi: A gift of shares accompanied by delivery of the share certificates and duly signed transfer form vests ownership in the donee immediately; the company's subsequent registration is procedural enforcement and does not affect the completeness of the gift.

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