Membership in company shares depends on statutory registration and identifiable shares, so liability could not be enforced here.

An agreement to take qualification shares did not by itself make the defendant liable as a member. Membership under the Companies Act required both an agreement to become a member and entry of the name in the register of members, with the shares properly identified by distinctive numbers. The plaintiffs' records did not satisfy these statutory requirements, so no enforceable liability arose for the share price. The alternative reliance on alleged allotments and forfeiture also failed on the facts. The suit was therefore not maintainable and was dismissed with costs.

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Issues: Whether the defendant was liable to pay the price of 500 qualification shares on the basis of his agreement to become a member and take the shares, and whether the plaintiffs could sustain the claim after the allotments and forfeiture relied upon by them.

Analysis: The agreement to take qualification shares did not by itself complete membership. Under the Companies Act, membership required not only an agreement to become a member but also entry of the name in the register of members. The statutory scheme also required each share to be distinguished by its appropriate number and the register to show the shares held by each member with such distinctive numbers. On the facts, the plaintiffs' records did not identify any specific shares by number against the defendant's name, and the mandatory requirements for becoming a member in respect of those shares were not satisfied. The court also held that the alternative foundation of liability based on forfeiture and the alleged allotments did not assist the plaintiffs in the circumstances.

Conclusion: The defendant did not become liable to pay the share price, and the plaintiffs' claim failed.

Final Conclusion: The suit could not be sustained and was dismissed with costs.

Ratio Decidendi: An agreement to take shares does not create liability as a member unless the statutory requirements for membership, including proper entry in the register of members and identification of the shares, are satisfied.

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