Scottish Court of Session Decisions

The Lord President said—In this case the liquidator tells us that the register and transfers are essential to him, and that he can do nothing in regard to the liquidation without them. It is therefore now necessary for us to determine this question in so far as the register and transfers are concerned. It is said that the register and transfers are in a different position from the other papers of the company, inasmuch as under the clauses of the Joint-Stock Companies Act of 1856 the register was a document requiring to be deposited and kept in the registered office of the company, which is at Garpel in Ayrshire, that all parties might have access to it; and that the company was bound to keep it there under certain penalties. It is very important to observe that when introducing the system of limited liability the Legislature have taken care that the public should have the benefit of access to the register of the company. Under the statute the register should have been at the registered office of the company. Had the company then |power to remove the register not only from the office, but from the jurisdiction within which it was situated? Another question is—Could the company pledge the register of the company tor their debts so as to give a creditor a lien over it? It appears to me they could legally do neither; but they have removed the register to England, and so deprived the public of the right of access to it which the statute provided. It is said, no doubt, that by giving up the register to the liquidator we will enable the company to undo its own illegal act; but it is to be kept in view that Mr Andrew was himself a shareholder of the company at the time when the register was placed in his hands. Then, in regard to the transfers, they are just a part of, or rather the foundation of, the register. But they belonged not to the company, but to the individual shareholders, who are now represented by the liquidator. The company had therefore no power to pledge them either.