Transmission of shares cannot be refused on unauthorised grounds; proof of title under the articles is the governing test.

In a transmission of shares, the board may require only the evidence of title permitted by the articles, and it cannot add unsupported conditions to registration. A succession certificate was treated as sufficient proof of title, so insistence on consent letters from other heirs was unwarranted on the facts. The board could also waive production of original share certificates and issue duplicates where necessary. Refusal based on the transferee's alleged competing business was invalid because the articles did not authorise denial of transmission on that ground, and provisions directed to existing membership could not enlarge the board's power in a transmission case. The company was directed to register the shares in the petitioner's name.

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Issues: Whether the company was justified in refusing to register transmission of shares on the grounds of non-production of consent letters and original share certificates, and on the alleged disqualification arising from the petitioner's competing business.

Analysis: The board's powers under the articles in a case of transmission were confined to requiring such evidence of title as it considered necessary. Once a succession certificate had been produced, insistence on consent letters from other legal heirs was not warranted on the facts, and the company could have waived production of the original share certificates and issued duplicate certificates if necessary. The articles did not confer any power on the board to refuse transmission merely because the petitioner was said to be carrying on a competing business; the provisions relied upon by the company were directed to existing membership and could not enlarge the board's authority in a transmission case. The refusal on that ground was therefore unsupported by the articles.

Conclusion: The refusal to register transmission was invalid, and the company was directed to register the shares in the petitioner's name after waiving the disputed document requirements.

Ratio Decidendi: In a transmission of shares, the board may insist only on evidence of title authorised by the articles, and it cannot refuse registration on a ground not conferred by the articles, such as an alleged competing business of the transferee.

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