Membership by register and conduct: transferee entered on register and acting as shareholder is estopped from denying contributory liability.

Whether a transferee entered on the register and required to hold qualifying shares for a directorship can deny membership was determined by reference to registration and conduct: the register entry, transfer deed statements, proposing reconstruction, attending meetings, holding proxies and failing to repudiate calls were treated as consistent acts of ownership and acceptance of membership, applying the principle that a person so registered and acting as shareholder is estopped from denying membership; outcome: the objection was dismissed and the objector held liable as a contributory.

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Issues: Whether the objector, having been transferred shares as qualification for a directorship and entered on the register, is a member of the company for the purposes of liability as a contributory and whether he is estopped from denying such membership.

Analysis: Section 30(2) was applied to the facts showing that the objector agreed to become a member, was entered in the register of members and, under the company's Article 85, required shareholding to qualify as a director. The transfer of qualification shares to the objector, the statement in the transfer deed that payment had been made, his conduct in proposing a reconstruction scheme, attendance at shareholders' meetings, holding proxies, and his failure to repudiate registered demands for calls were treated as consistent acts of ownership and acceptance of membership. Authorities on fraudulent transfers to evade liability were considered not to be on point where a transferee has been entered on the register and has acted as shareholder. On these facts the objector was held to be estopped from denying membership.

Conclusion: The objection is dismissed; the objector is a member for the purposes of liability as a contributory and is estopped from denying membership.

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