No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company registered in England and Wales or Northern Ireland, or be receivable by the registrar.
Definitions used in section 126
- the register
(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.
Defined in s.1080(2) · see it in the full Act- member
(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .
Defined in Sch.2 Pt.1 · see it in the full Act- company
“company” means a company formed and registered under this Act, that is—
Defined in s.1(1) · see it in the full Act(a)a company so formed and registered after the commencement of this Part, or
(b)a company that immediately before the commencement of this Part—
(i)was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
(ii)was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act- the registrar
(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.
Defined in s.1060(3) · see it in the full Act
Cases considering section 126 (4)
Usman Hussain Malik v Mahboob Hussain
Confirms that notice of a trust is not entered on the register of members. The register was therefore concerned with legal title and could not reflect Nusrat’s unadjudicated trust claim. (see para [43])
Edel Marie Magee & Ors v John Wade Crocker & Anor
The provision was referred to in support of correcting the company’s register of members so that the registered holder reflected the trustees of the Fitzpatrick Family Discretionary Settlement. The court accepted that the registration had been corrected and found no basis to remove the trustees’ registration. (see paras [182]; [290]; [297])
Mohammed Arshad Alam v Pervez Alam & Anor
The court referred to the statutory rule that the company need not recognise a trust or equitable interest in shares when analysing registration and beneficial ownership (see para [634]).
What each judgment says about section 126 is in the case-law panel in the full Act.