CORAM
LEWIS JUSTICE, SUPREME COURT
MADARIKAN JUSTICE, SUPREME COURT
SOWEMIMO JUSTICE, SUPREME COURT
PARTIES
STARCOLA (NIGERIA) LTDDANIEL ALALADE APPELLANTS
RESPONDENTS
AREA(S) OF LAW
SUMMARY OF FACTS
The appellants claim that they had agreed with the 2nd respondent to promote a new company in which they were to be subscribers to the Memorandum of Association, and to be allotted shares, but that, though the 2nd respondent was directed to arrange the registration of the proposed company, he without informing the applicants registered the company.
HELD
Appeal allowed
ISSUES
Whether the learned trial Judge wrongly relied on Section 26 (1) of the Companies Decree, 1968 in coming to his decision that they were entitled to the reliefs claimed.
Whether persons, other than those who are subscribers and who automatically become members, should also be members.
RATIONES DECIDENDI
END OF SUBSCRIPTION
“Once the memorandum is subscribed that is an end to the subscription.”
RECTIFICATION OF THE REGISTER OF MEMBERS
“It must of course be kept in mind that if there is to be a rectification of the register of members it is not enough to seek that a person be put on the register as a member as he must be a member allotted a specific number of shares, and the agreement to take up shares to be enforceable must be for a specified number” LEWIS, JSC.
WHO ARE SUBSCRIBERS TO A MEMORANDUM
“Whatever prior agreement there may have been the only subscribers are those who actually subscribed to the memorandum.” LEWIS, JSC.
CASES CITED
Re Universal Non-Tarriff Fire Insurance Company (Ritsos Case) (1876) 4 Ch. D. 774
STATUTES REFERRED TO
Companies Decree, 1968
High Court of Lagos Act