Registration of shareholders and the power of directors to bind a company (Jusan Technologies Ltd v Uconinvest Llc)
Corporate analysis: This case which relates to a claim for rectification of the register of members of Jusan Technologies Ltd (JTL) gave rise to some important questions about the registration of shareholders under a company’s articles of association and the ambit of section 40 of the Companies Act 2006 (CA 2006). The Court held that: (1) JTL’s directors had acted in excess of their powers by registering a shareholder as a member of JTL without first complying with a requirement set out in the Articles of Association (AoA) and the Shareholders Agreement (SHA) for the prior execution of a deed of adherence to the SHA (Deed of Adherence) by the new member before registration could take place; (2) Notwithstanding the directors’ excessive exercise of power, JTL could not rely on that in its claim for rectification of the register of members as a result of CA 2006, s 40, which gives directors the power to bind a company in favor of a person dealing with it in good faith. Written by Ben Rutledge, associate at Keidan Harrison LLP.