Prompt challenge to register entries and invalid post-winding-up share transfers govern rectification and removal from the register.

A shareholder who knew his name stood in the register or contributories list must act promptly if he wishes to dispute liability; delay, acquiescence, and the intervention of third-party rights bar discretionary rectification after a winding-up order has become final. On the facts, the shareholder's long-delayed challenge was not maintainable, and deletion from the contributories list was refused. A transfer of shares made after commencement of winding up without the required court sanction is ineffective for registration purposes, and the transferee's name may be removed from the register. The official liquidator's challenge succeeded, while the shareholder's challenge failed.

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Issues: (i) Whether the shareholder was entitled to seek rectification of the share register and deletion of his name from the list of contributories after the winding-up order and after long delay. (ii) Whether a transfer of shares effected after commencement of winding up without sanction of the court could be deleted from the register.

Issue (i): Whether the shareholder was entitled to seek rectification of the share register and deletion of his name from the list of contributories after the winding-up order and after long delay.

Analysis: The claim for rectification was made years after the name had been entered in the contributories list and after the winding-up order had become final. The shareholder had notice of his inclusion, did not pursue prompt steps to repudiate liability, and allowed the position to remain unchallenged until execution proceedings had begun. In such circumstances, the settled principle is that a person who knows that his name stands on the register must act promptly if he wishes to dispute the entry, and delay coupled with acquiescence bars discretionary relief. The court also treated the right to seek rectification as one that cannot ordinarily be asserted after the winding-up order when third-party rights have intervened.

Conclusion: The shareholder was not entitled to rectification or deletion from the contributories list; the claim was barred by delay and was not maintainable after the winding-up order.

Issue (ii): Whether a transfer of shares effected after commencement of winding up without sanction of the court could be deleted from the register.

Analysis: A transfer made after commencement of winding up, without the sanction required by the company law governing the liquidation, offends the statutory restriction on post-liquidation transfers. Such a transfer does not stand on the same footing as an ordinary pre-liquidation challenge to membership, and the court may direct removal of the transferee's name where the transfer was made in breach of the statutory regime governing winding up.

Conclusion: The transfer effected during winding up without court sanction was invalid for the purpose of registration, and removal from the register was justified.

Final Conclusion: The appeals by the official liquidator succeeded, while the challenge to removal of the post-winding-up transferees' names failed, and the remaining appeal by the original shareholder was dismissed.

Ratio Decidendi: A shareholder who seeks to dispute his entry in the register or contributories list must do so promptly, and after a winding-up order has been made, rectification will ordinarily not be granted where the shareholder has acquiesced and third-party rights have arisen; a transfer made after commencement of winding up without the requisite sanction is ineffective for registration purposes.

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