Farstad Supply A/S v Enviroco Ltd [2011] UKSC 16, [2011] All ER (D) 55 (Apr)
The definition of “member” in s 22 of the Companies Act 1985 reflected a fundamental principle of UK company law, namely that, except where express provision was made to the contrary, the person on the register of the members was the member to the exclusion of any other person, unless and until the register was rectified.
The legislation made it clear that the member was the person on the register, and where it was necessary to apply the legislation to persons who were not on the register, special provision was made.
Section 736A(6) of the 1985 Act provided that “rights held” by a person as nominee for another “shall be treated as held by the other”, and s 736A(7) provided in principle that rights attached to shares held by way of security “shall be treated as held by the person providing the security”.
The terms were substantially the same as paras 7 and 8 of Sch 10A to the 1985 Act, supplementing s 258 of the Companies Act 1989. Neither of
