This is probably a question for a solicitor, but I wondered if anybody here had come across a similar situation.
A 19% shareholder in a private company (registered under the 1908 Act) died and there is now a trust to administer the estate. The company's Articles state that "the executors or administrators of a deceased holder of a share shall be the only persons recognised by the company as having any title to the share." The following Article states that "any person becoming entitled to shares in consequence of the death of any member may, with the consent of the directors (which they shall be under no obligation to give), be registered as a member in respect of such shares or may, subject to the regulations as to transfers, transfer such shares."
Relying on this Article, the directors of the company are now saying that the trust administering the estate of the deceased member, while shown on the Annual Return as holding the shares (which are shown thereon as all having equal rights), has not been admitted to membership of the company and so is not entitled to attend or vote at company meetings. In a letter to the trust, the company states that the executors have the right to deal with the shares and are entitled to receive dividends, but are not registered as members in their own right.
Does this sound right? Or does the second Article quoted above refer to beneficiaries under the trust, rather than the trust itself?
As the company is now pursuing a course of action that is potentially prejudicial to the trust's interests, any views would be gratefully received.