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Can a transfer of the deceased company shares be revoked for being technically defective?

A transmission to ultimate beneficiaries seems to be technically defective from the wording of the deceased's Will.

The Shares of the Deceased should have been transmitted to 3 Trustees including the living spouse of the deceased but instead, they were transmitted to the ultimate beneficiaries named in the Will (including 2 of the Trustees but excluding the living spouse of the Deceased), which transmission would take place only upon the death of the living spouse.

My question here is, can the defective Transmission be revoked and rescinded by the Board of Directors & the entries in the Register Of Members kept at Companies Commission be reversed back accordingly? Instead of going through a formal Transfer of Shares to reverse the transaction.

Thereafter, a proper and correct transmission is to be done, transmitting the Deceased's shares to the 3 Trustees as stated in the Deceased's Will.

Would appreciate advice on this matter.

Thank you

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Shamsa Albedwawi

Shamsa Albedwawi Advocates & Legal Consultants

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16 Dec 2021, 13:18

Hi,

It's difficult to tell without reading the Will.

But, as a normal course and as per the law, a Will has to be honored.

A specific answer would be that the Board cannot reverse or rescind the transmission.

For any further queries, please get in touch with us by email.

Regards

17 Dec 2021, 14:06

Interesting, but why cannot the Board reverse its decision given the fact that it was defective?

I would think that the Board is allowed to make rectifications of any of its decisions if there is a valid reason.

Your view on this would be appreciated.

Thank you.

18 Dec 2021, 06:34

No, the Board is not the law. A Will which has been acted upon has to be proven defective in a court of law.

Regards

31 Dec 2021, 10:06

Thank you for your reply but it's not the Will that is defective, it's the timing of the Transmission, which is why the Board wants to rescind it & Transmit the Estate shares back to the Trustees as provided in the Will.

The Transmission to Beneficiaries is to be effected only upon the death of one of the Trustees but was done prematurely.

2 Jan 2022, 05:03

Yes, if that’s the only issue then call for another meeting and rescind the previous resolution. Anyway as it is premature, it’s legally not viable.

7 Jan 2022, 15:17

Thank you for your reply, much appreciated.

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