Registered Member Liability: the person on the register bears calls and contributory liability unless the company acts on equitable notice affecting third parties.

Where shares are registered in one name but beneficially held by another, the company must treat the registered holder as the member for entitlement and liability; the register and the articles preclude entering trust notices and restrict liability to the name on the register, so unpaid calls and contributory liabilities lie against the registered holder alone. Equitable beneficial ownership does not bind the company nor expose the beneficial owner to liability unless the company, having notice of the equitable interest, deals with the shares in a way that affects third party rights or substitutes the transferee on the register.

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Issues: (i) Whether, where shares stand in the register in the name of the wife who is found to be a benamidar for her husband, the company can recover unpaid calls from the husband as well as from the registered holder.

Analysis: The decision examines the company's rights and liabilities as governed by the register of members and the company's articles. Relevant statutory framework includes provisions governing membership and the register of members which preclude entering notice of trusts on the register and require the company to treat the person named in the register as the member entitled to exercise member rights and subject to member liabilities. The articles of association invoked restrict entitlement and liability to the person whose name is entered in the register and permit substitution of transferees in the register. Established authorities hold that a registered holder alone can be made liable for calls and as a contributory, regardless of beneficial ownership, unless the company, having notice of an equitable interest, deals with the shares in a manner that affects third-party rights.

Conclusion: The company's remedy is against the person registered as member; the husband cannot be made liable when his name is not entered in the register and no circumstances arose to bind the company with equitable rights of the husband.

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