Share transfer completion depends on execution and delivery, with contractual obligations binding despite non-registration by the company.

Execution and delivery of a share transfer deed can complete the bargain between transferor and transferee even if the company has not registered the transfer, because articles of association governing refusal of registration do not override the parties' contractual rights and obligations. Where the transferee also fails to present the deed for registration and the company never refuses registration, that omission cannot be used to deny completion of the transfer. The transferee accordingly steps into the transferor's position with the rights and liabilities attached to the shares and remains bound to pay the agreed price.

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Issues: Whether the transfer of shares became complete and binding on the parties upon execution and delivery of the deed of transfer, notwithstanding non-registration by the company, and whether the transferee remained liable to pay the agreed price.

Analysis: The share transfer was found to have been executed by both parties and handed over to the transferee. The company's articles were directed to the company's own right to refuse registration and did not control the contractual rights and liabilities between transferor and transferee. Since the transferee did not present the deed for registration and the company never refused registration, he could not rely on his own omission to deny completion of the bargain. The contract was therefore complete when the deed was signed, and the transferee stepped into the transferor's position with the rights and obligations attached to the shares.

Conclusion: The transfer was complete and binding between the parties, and the transferee was liable to pay the price of the shares.

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