In re JDK Construction Ltd

Subject Matter

COMPANY — Register of members — Register to be evidence — Stock transfer form purporting to transfer first shareholder’s shares to second shareholder — First shareholder contending form forgery and therefore invalid — Register of members showing second shareholder as sole shareholder — Whether register conclusive as to identity of company’s members even if member removed because of forgery or fraud

[2024] EWCA Civ 934; [2024] Bus LR 1694; [2025] 3 All ER 157; [2025] 1 All ER (Comm) 477; [2025] 2 BCLC 229; [2024] WLR(D) 391, CA

COMPANY — Register of members — Register to be evidence — Stock transfer form purporting to transfer first shareholder’s shares to second shareholder — First shareholder alleging form forged and therefore invalid — Register of members showing second shareholder as sole shareholder — Whether register conclusive as to identity of company’s members even if member removed because of forgery or fraud — Whether company’s resolution appointing joint liquidators passed by requisite majority of eligible members — Whether valid and effective

[2024] EWCA Civ 934; [2024] Bus LR 1694; [2025] 3 All ER 157; [2025] 1 All ER (Comm) 477; [2025] 2 BCLC 229; [2024] WLR(D) 391, CA

Appellate History