Company-law rights of a deceased shareholder's personal representative extend to restoration and winding-up petitions as a contributory.

Company-law provisions on restoration and winding-up were construed to include the legal personal representative of a deceased shareholder. The court read "member" in the restoration context, and the contributory rules with the winding-up petition scheme, so that death of the registered holder did not defeat the statutory right to seek restoration or to petition. Prior registration in the personal representative's name was not required where shares had devolved on death. The personal representative was treated as a contributory for this purpose, enabling the petition to proceed and the company's name to be restored and the company wound up by the court.

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Issues: (i) whether the personal representative of a deceased member could apply for restoration of a dissolved company's name to the register; (ii) whether such personal representative was entitled to present a winding-up petition as a contributory.

Issue (i): whether the personal representative of a deceased member could apply for restoration of a dissolved company's name to the register.

Analysis: The expression used in the restoration provision was construed in its context so as to include the legal personal representative of a deceased member. The purpose of the provision would be defeated if the right to seek restoration were denied merely because the registered member had died during the period in which restoration could be sought. Support was drawn from earlier authority construing "member" similarly in related company-law contexts.

Conclusion: The personal representative was entitled to apply for restoration of the company's name to the register.

Issue (ii): whether such personal representative was entitled to present a winding-up petition as a contributory.

Analysis: The definition and proviso governing contributories were read together with the winding-up petition provision. The statutory scheme indicated that shares devolving through the death of a former holder did not require prior registration in the personal representative's name before a petition could be presented. The right of a deceased shareholder's personal representative to petition was treated as expressly recognised by the Act.

Conclusion: The personal representative was a contributory for this purpose and could present the winding-up petition.

Final Conclusion: The petition succeeded and the company's name was directed to be restored to the register, with the company also to be wound up by the court.

Ratio Decidendi: In company law, provisions conferring rights on a "member" or "contributory" may be construed to include the legal personal representative of a deceased shareholder where that construction is necessary to give effect to the statutory purpose and the winding-up scheme.

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