Share subscription liability depends on valid allotment; without it, no payment obligation or valid notice arises.

A subscriber to a memorandum does not become liable to pay for shares unless there is a valid allotment of those shares, followed by the statutory incidents of membership and notice. The record showed no effective resolution or board entry allotting the numbered shares, and the materials relied on were insufficient to prove allotment. Without valid allotment, there could be no valid notice of allotment, and the forfeiture argument did not assist the claimant. The defendant was therefore not liable for the share value, and the dismissal of the suit was upheld.

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Issues: Whether a subscriber to the memorandum of association became liable to pay for the shares in the absence of a valid allotment and corresponding notice of allotment.

Analysis: Subscription to the memorandum may create an obligation to become a member on registration, but liability to pay for share value depends on a valid allotment of the shares. The record did not show any effective resolution or board entry allotting the relevant numbered shares to the defendant, and the materials relied on were insufficient to prove a valid allotment. Without valid allotment, there could be no valid notice of allotment, and the further contention based on forfeiture did not assist the claimant.

Conclusion: The defendant was not liable to pay the value of the shares because the shares had not been validly allotted and no valid notice of allotment had been given.

Final Conclusion: The challenge failed and the dismissal of the suit was upheld.

Ratio Decidendi: A subscriber's liability to pay for shares arises only when the shares have been validly allotted and the statutory incidents of membership and notice follow from that allotment.

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