Registered shareholder rules govern dividend payment; private transfer arrangements cannot bind the company after registration.

Where a share transfer had already been registered in the company's books before dividend declaration and payment, the company remained bound to recognise the registered shareholder under its articles. A private arrangement between transferor and transferee did not alter that obligation, even if a company clerk was told of it. The possibility of income-tax rebate difficulties did not create any legal basis to fasten liability on the company or require apportionment of dividend in favour of the transferor. The company was therefore not liable to the plaintiff for dividend apportionment, and the decree against it could not stand.

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Issues: Whether the company was bound to apportion and pay dividend to the transferor on the basis of a private arrangement between transferor and transferee, and whether such arrangement could be enforced against the company after the transfer was registered in the company's books.

Analysis: The share transfer had been registered in the company's books before the dividend was declared and paid. The company's articles provided that dividend was payable to the person whose name stood registered in the books. A private arrangement between vendor and vendee, even if brought to the notice of a clerk of the company, did not alter the company's obligation to recognise the registered shareholder for dividend payment. The difficulty said to arise for income-tax rebate did not create a legal basis for fastening liability on the company.

Conclusion: The company was not liable to the plaintiff for apportionment of the dividend, and the decree against the company could not stand.

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