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England and Wales High Court (Chancery Division) Decisions


You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Hasan & Anor v Al-Raudi & Anor [2025] EWHC 1272 (Ch) (04 June 2025)
URL: http://www.bailii.org/ew/cases/EWHC/Ch/2025/1272.html
Cite as: [2025] EWHC 1272 (Ch)

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Neutral Citation Number: [2025] EWHC 1272 (Ch)
Case No: CR-2024-000873

IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)

Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL
4 June 2025

B e f o r e :

ICC JUDGE AGNELLO KC
____________________

Between:
(1)JABBAR HUSSEIN HASAN HASAN
(2)NEWPORT INDUSTRIES LP LIMITED
Claimants
- and –

(1) MOHAMED ABDULAZEEZ HABIB AL-RAUDI
(2) REGISTRAR OF COMPANIES
Defendants

____________________

Mr Nigel Dougherty (instructed by Fishman Brand Stone Solicitors) for the Claimants
Mr Paul Chaisty KC (instructed by TT Law) for the First Defendant
The Second Defendant was not represented.

Hearing date: 16 December 2024

____________________

HTML VERSION OF JUDGMENT
____________________

Crown Copyright ©

    ICC Judge Agnello KC:

    Introduction

  1. By Part 8 Claim Form dated 8 February 2024, the Claimants seek an order pursuant to section 1096 of the Companies Act 2006 (CA 06) removing from the Register currently maintained by the Registrar of Companies in relation to Newport Industries LP Ltd (the Company) certain documents on the basis that the same are invalid and/or ineffective and/or have been placed on the Register without the authority of the Company and/or are factually inaccurate and/or derived from something that is factually inaccurate and/or forged. The First Defendant, Mr Mohammed Abdulazeez Habib Al-Raudi (D1) accepts that the documents were filed by him, or on his behalf. The Second Defendant is the Registrar of Companies who takes no part in these proceedings, although she has approved the terms of the draft order in the event that I make the order sought.
  2. The documents which the Claimants seek to have removed are the following:-
  3. (a) The Form PSC01 notifying Mohamed Abdulazeez Hadib AI-Raudi as a person with significant control dated 20 December 2021;

    (b) The Form TM01 (Termination of appointment) in respect of Sadeq Jumaah Sheikali as a director of the Company recorded on 27 July 2023;

    (c) The Form TM01 (Termination of appointment) in respect of Mahmood Jabbar Hussein Hussein as a director of the Company recorded on 27 July 2023;

    (d) The Form TM01 (Termination of appointment) in respect of Jabbar Hussein Hasan Hasan as a director of the Company recorded on 27 July 2023;

    (e) The Form AD01 purporting to record a change of registered office address to 16 Dower Park, Windsor SL4 4BO recorded on 11 July 2023; and

    (f) The accounts of the Company recorded on 23 December 2023.

    (g) The Form AP01 (Appointment of a Director) appointing Mohamed Abdulazeez Habib AI-Raudi as a director of the Company dated 27 July 2023 and recorded at Companies House on 25 January 2024.

  4. The claim relating to paragraph 2 (a) was not pressed before me and therefore I will not deal with it. Three further documents have been filed after the claim was issued which are set out in the first witness statement of Mr Andrew Pickard dated 27 June 2024, being :-
  5. (h) Form AP01 (Notification of Appointment) in respect Mohamed Abdulazeez Habib AI-Raudi as a director of the Company recorded on 25 January 2024;

    (i) Form CS01 (Confirmation Statement) in respect of the Company recorded on 22 February 2024;

    (j) Form AP01(Notification of Appointment) in respect of Sadeq Jumaah Sheikali as a director of the Company recorded on 22 February 2024.

    It appears that filing (h) is identical to filing (g) listed above. The other two are ones which were filed after the issue of the Claim Form. I am prepared to include them in the current Claim.

  6. The claim was heard on 16 December 2024 and thereafter judgment was reserved with directions for Counsel to file written submissions dealing with one discrete legal issue relating to the construction of section 1096(3) CA06. This judgment takes into account those further written submissions relating to the section 1096(3) CA06 issue. After the hearing and judgment being reserved, there was a flurry of witness statements filed by both sides. No permission was sought for those witness statements to be filed. They relate primarily to a further document having been filed at Companies House by the First Defendant, being accounts for the period to 31 March 2024. I am not prepared to deal with this issue in this judgment. I will deal with the issues raised by the Claim Form and the documents stated therein as well as the additional ones which were before me at the hearing itself. When this judgment is to be handed down, then any submissions may be made, in so far as appropriate, relating to further documents which have been filed subsequently.
  7. Background

  8. The witness statement of the First Claimant (C1) dated 8 February 2024 states that he is a director of the Company (the Second Claimant) having been appointed on 5 May 2023. He does not accept that he has been validly removed as a director as asserted in one of the documents. According to the confirmation statement made on 13 January 2023, which records no changes as from the position as at 15 December 2022 and 15 December 2021, the shareholding position is as follows :-
  9. (1) 75,000,000 ordinary shares of £1 each are registered in the name of C1; and

    (2) 25,000,000 ordinary shares of £1 each registered in the name of Mohammed Salah Norri Dell Ali.

  10. No further confirmation statements have been filed with the authority of the three directors, although C1 admits that on 5 May 2023, he transferred 5 of his shares to his son, Mr Ahmed Jabbar Hussain. He accepts that the statement relating to the shareholding therefore requires amendment to this extent. According to his evidence, the Company is in the process of building a factory in Iraq for the purposes of commencing business, including as a manufacturer of fertilisers and nitrogen compounds.
  11. C1 states that he was appointed as an additional director at a meeting of directors held on 5 May 2023. The Company has adopted the Model Articles of Association (Articles) and the appointment is in accordance with model article 17(1)(b). The other two directors of the Company at the time of C1's appointment were Mahmood Jabbar Hussein (appointed on 15 December 2021) and Sadeq Jumaah Sheikali (appointed on 15 December 2021). There is no real challenge by D1 to the appointments of the three directors being valid and in accordance with the Company's Articles. D1 asserts that he has the power to remove and appoint directors, but does not assert that the current appointments are invalid under the Articles.
  12. C1 explains that he ascertained that D1 had been filing a series of documents at Companies House, including Form PSC01 that DI was a person with significant control of the Company, Forms TM01 stating that all three directorships had been terminated on 27 July 2023, Form AD01 notifying a change of registered office, the accounts of the Company for 23 December 2023 and a Form AP01 appointing D1 as a director of the Company.
  13. C1 states that neither he or the other two directors have resigned, been validly removed or given any authority for any of the documents to be filed, including the appointment of D1 as a director which is dated 27 July 2023 and filed at Companies House on 25 January 2024 or the later appointment notice relating to another director appointment.
  14. There is no evidence that any shareholders meeting took place in relation to the removal of the three directors. In his first witness statement, D1 accepts that he is not a director of the Company and also accepts that he is not a registered shareholder of the Company. He is not recorded at Companies House as being a shareholder. He asserts that he has a beneficial interest in 25% of the shares of the Company.
  15. According to his first witness statement, D1 relies upon an agreement made on 14 December 2021 between himself and C1 relating to what D1 asserted to be the smooth handover of the shares in the Company and control of the Company. According to D1, as part of the agreement between the two of them dated 14 December 2021, he states (paragraph 12(c)): 'As per our agreement, I was appointed as a person with significant control over the company, granting me various powers including the removal and appointment of directors.'
  16. D1 asserts that, in accordance with this agreement, he filed the document stating that he was a person with significant control over the Company. D1 also asserts that this having been appointed as a person with significant control, D1 was also granted various powers, including the removal of directors and the appointment of new ones. He also relies on the terms of a power of attorney which D1 asserts grants him substantial control of the Company.
  17. Paragraph 18 states, 'Although, I acknowledge that I do not hold a position as a director or shareholder within the company. However, I assert significant control over the company by virtue of the power of attorney and the agreement in place. I maintain that any filings made were executed with proper authority and were not factually inaccurate or forged, as asserted by Mr Hasan'. D1 also relies on the minutes of a meeting dated 15 December 2021 where he asserts that C1 cannot assume the role of director without explicit permission of the person exercising significant control, being D1. He also asserts that in accordance with the minutes of the meeting dated 15 December 2021, D1 was granted the power to remove directors without consultation. He also asserts that as payment was not made for the shares by C1, 100% of the shares are held by D1 beneficially.
  18. D1's second witness statement dated 28 June 2024 asserts that there are many issues of dispute as between the parties and the matter is unsuitable to be dealt with either during a 15 minute hearing or essentially under the current Part 8 Claim. He asserts that there are issues of fact which need to be resolved and that directions should be made for the determination of these issues. That witness statement then seeks to provide a lengthy background relating to what he calls the present dispute.
  19. D1 asserts that he agreed with the previous owner of the Company, Mr Amet Selman that he could use the Company in order to negotiate with the Government of Iraq and try and secure a contract to enable the operation of a factory in Iraq. He asserts that he and Mr Selman agreed that D1 would be the beneficial owner of the Company. He asserts that the power of attorney granted him control over the Company as well as the power to the power to appoint and remove directors. He states that it was required to be presented to government officials. He asserts that he managed and controlled the operation of the Company in 2019 and 2020.
  20. He states that in December 2021, C1 was interested in making an investment in order to acquire some interest. He asserts that the minutes dated 14 December 2021 set out the agreement between himself and C1. This included C1 agreeing to pay D1 $35 million for a 75% stake in the Company and its business. The payment was to be made over a period of time but C1 has failed to pay the outstanding balance.
  21. D1 relies upon an oral agreement as he accepts the minutes dated 15 December 2021 do not set out the terms he refers to in his second witness statement. As part of this oral agreement D1 asserts that he would have the right to appoint and remove directors as well as having control over meetings and decisions. D1 states (paragraph 13) that he accepts that he was not registered as a director but that he was in control and he could remove and appoint directors. He asserts he had been in control of the Company for 2019 and 2020.
  22. D1 states that the 25% shareholding in the name of Mohammed Salah Noori Della Ali is held on behalf of D1. D1 asserts that C1 still owes a significant sum in relation to the shares which were transferred to him. D1 states that he considers his actions in filing the documents referred to above were justified in reliance upon the oral agreement between himself and C1.
  23. At paragraph 22, D1 accepts that he is not a registered director but asserts he was a person with significant control. The second witness statement of C1 dated 23 November 2024 makes no reference to the oral agreement relied upon by D1, but asserts that there is no record or knowledge in relation to the minutes dated 14 December 2021 relied upon by D1. He has checked this with the other two directors who were registered as directors at that time and they confirm to not having seen these minutes before.
  24. Law

  25. Section 1096 CA 06 states as follows :-
  26. '(1)The registrar shall remove from the register any material—

    (a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company, or

    (b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

    and that the court directs should be removed from the register.

    (2) The court order must specify what is to be removed from the register and indicate where on the register it is.

    (3) The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

    (4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

    (5) A copy of the court's order must be sent to the registrar for registration.

    (5A) This section does not apply to any material delivered to the registrar under Part 15.

    (6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

    (a) ….

    (b) section [859M (rectification of register)].'

  27. Section 1094(3)3 CA 06 confers a power upon the Registrar of Companies to administratively remove certain documents from the Company's file. It uses similar language to that of section 1096. Section 1096(1) sets out the power which the Cs are relying upon for the removal of the documents. Section 1096(3) provides the Court with a power to remove documents the registration of which have legal consequences only if it is satisfied that, 'that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register'. The Explanatory Notes in relation to both section 1094 and 1096 provide some detail relating to the need for the registration to have legal consequences pursuant to section 1096(3) (and 1094(3)). It must have legal consequences for the company. The Explanatory Notes also provide some examples of certain key events which have such consequences, being, (1) the formation of a company; and (2) the change of a registered office.
  28. Submissions

  29. Mr Dougherty on behalf of C1 and C2 puts his case very simply. The evidence filed in reply to the Claim Form accepts that D1 is not a registered director. This is accepted by D1.
  30. The agreement relied upon by D1 in his first witness statement is in reality an agreement for the construction of "urea fertiliser formaldehyde production line and developing and upgrading the first production line of urea fertilizer". It considers the future composition of the board but creates no immediate rights.
  31. Equally the power of attorney takes the matter no further. It does not provide D1 with various powers including a power to be able to appoint and remove directors.
  32. In relation to the minutes dated 14 December 2021 which C1 does not accept as valid, it is submitted that a single director (being at that time Mr Adam Renton) cannot unilaterally terminate the directorship of another director save in accordance with the Articles of the Company. The Articles adopt the Model Articles which provide no such entitlement on a single director. A person of significant control does not have a power to remove and appoint directors or even to make any filings on behalf of the Company. Such a person does not have the power to operate the Company. As such the documents are invalid and should be removed.
  33. As to the effect of section 1096(3) CA 06, Mr Dougherty submits that the registration of the majority of the documents the subject matter of this Claim do not have legal consequences. He submits that the notice of removal or appointment of a director does not enable such an appointment or removal to be valid due to its registration. Equally he submits that there are no legal consequences in relation to the filing of accounts. They have no special status due to having been filed. The same points are made in relation to the filing of the notice of person with significant control.
  34. He accepts that the registration of a notice of change of the Company's registered office does have legal consequences. This is one of the examples given in the Explanatory Notes and, in any event, follows from the statutory provisions that provide that legal process may be validly served at that address and at the prior address for a period of 14 days after any change has been registered ( see sections 87(1A), 87(2) CA 06).
  35. As to the application seeking the removal of the notice of change of registered office, Mr Dougherty submits that the interest in removing an unauthorised filing outweighs any interest in preserving the existence of the unauthorised document on the Company's record. He submits that the filing, alongside all the other filings, are not documents that a person asserting to be a person with significant control is entitled or authorised to file. He submits that there is no good reason for the Company's register to show a false or inaccurate position even historically. If the document is removed, the registered office will revert to the 70 Baker Street address, being the address of the solicitors acting on behalf of the Company. Those solicitors have been instructed by the registered directors to act on behalf of the Company. Accordingly, any document served at that registered office will come to the attention of the Company's directors more promptly than come to the attention of a person with significant control.
  36. There is no evidence that any legal process has been served on the registered office set out in the filing. Any legal proceedings would come to the attention of the Company and its actual directors more quickly by retaining the registered office prior to the filing. There is no countervailing interest of any person that operates against this removal.
  37. On behalf of D1, Mr Chaisty's primary and overriding submission is that there are many issues raised which cannot be resolved at this stage and that a full trial will be required. He submits D1 has raised matters relating to his interests in the Company, the circumstances in which C1 became interested and the agreements he asserts are in place and his ability to appoint and remove directors. All these matters need to be fully pleaded out and be the subject of disclosure, witness statements and a trial. Effectively, Mr Chaisty invites me to give directions and convert the Part 8 Claim into a Part 7 Claim. Alternatively he seeks the dismissal of Part 7 Claim.
  38. He refers to the details set out in the two witness statements of D1 which I have set out above in summary. He submits that the effect of the Part 8 Claim is to seek to wrest control from D1 and this is contrary to D1's case as to how the Company operated. He asserts that it is C1 who lacks authority to deal with the Company's affairs. He submits that it is D1 who has been in control of the Company and managing it. He submits that there is a complex background and issues as to the rights between C1 and D1 and what the register should reflect. No submissions are made in relation to the legal points as to whether D1 can be entitled in some way to override the Articles of Association and the CA 06. No submissions are made in support of some assertion that a person who asserts to have significant control has any power under the Articles of Association or the CA 06 to remove and replace directors or to file any documentation at Companies House.
  39. As to the legal consequences point which arises pursuant to section 1096(3), D1's submission are effectively that all the documents which have been filed have legal consequences and therefore the interest of D1 need to be weighed over the interest of C1 or the Company. In relation to the filing of accounts and the filing of the notice of persons with significant control, it is submitted that the Company has an obligation to file those documents and therefore the registration of those documents have legal consequences as it shows compliance by the Company with its legal obligations. The same argument is applied in relation to the confirmation statement filed. In relation to the notices removing and appointing directors, it is submitted statements as to the identity of directors are an essential part of the Register and enable third parties to ascertain their identity and place reliance on the record. It is submitted that the removal of these entries carries legal consequences because representations to members of the public are important.
  40. Discussion

  41. In my judgment, the Articles of Association of a company govern who has the authority to appoint and remove directors. Equally, a company acts through its directors who are authorised to carry out the operation and management of the company including, in my judgment, the registration of documents at Companies House. These basic propositions are not really disputed by D1. He accepts that he is not the registered director. He also accepts that he is not a registered shareholder. There are no submissions made on his behalf which have identified any provisions in either the CA 06 or indeed in the Articles of Association which allow D1 to act in the way he has sought to do, effectively asserting that he has a power to remove and appoint directors. Reliance is placed on D1 asserting he is a person of significant control but there has been no identification before me of such a status providing D1 with any authority under the Articles or under the CA 06 to validly remove and appoint directors. In my judgment, D1 lacks any authority under the Articles or indeed under the CA 06 to file any of the documents he has sought to do, including to appoint and remove directors or change the registered office. Being a person with significant control does not, in my judgment, provide D1 with such powers. Such documents are filed by those who are authorised to act on behalf of the Company. C1 and the other two directors who were all registered as directors have not filed those documents on behalf of the Company.
  42. Mr Chaisty submits that there is a complex background and issues as to the rights between C1 and D1 and what the Register should reflect. That, in my judgment, clearly demonstrates that the dispute is between C1 and D1. D1 may well have grievances against C1 and the other two directors. His evidence demonstrates his case that he was entitled and it had been agreed he would control the Company. However, that in itself does not provide him with such an entitlement to file documents unless he has the power to do so in the CA 06 and the Articles, being the constitution of the Company. Equally he has no power to remove or appoint new directors simply because he asserts this was agreed between him and C1. Such an approach ignores the Articles of Association and the CA 06. In my judgment, D1 is not entitled to file the documents or take the actions he sets out in those documents. He is neither a registered director nor a registered shareholder or given such powers under the Articles. D1 can bring proceedings against C1 and the other directors based on his case and oral agreement. D1 can seek to prove in any proceedings as between C1 and himself that D1 is the beneficial owner of 100% of the shares and if established, require C1 to transfer title in the shares to him. No such proceedings are before me. His evidence as set out in paragraph 17 of his first witness statement is that he has the beneficial interest in only 25% of the shares. That shareholding, held beneficially and at the level of 25%, does not enable him to remove directors or appoint new ones. No such provisions exist in
  43. either the Articles or under the CA 06.

  44. The existence of his oral agreement itself does not in my judgment override the Articles or the CA 06. Equally, the assertion by D1 that he has exercised control in relation to the Company in the past does not assist him. The Company's management and operation and management operates in accordance with the Articles and CA 06. D1 seeks to ignore the Articles and the CA 06. The current Part 8 Claim relies upon D1 having no authority to file the documents. D1 accepts he is not a registered director or shareholder and identifies no provision in the Articles which would allow him to file the documents. I agree with Mr Dougherty's submissions in this respect. I reject that this Part 8 Claim should be dismissed or converted in some way into a Part 7 Claim. D1 can bring his claim against C1 but that does not provide him currently with any authority to file the documents or purport to remove and appoint directors. On D1's case, he has been able to issue his claim against C1 for some considerable period of time. His failure to do so is not a ground for ignoring company law or being able to seek to convert the current Part 8 Claim into some other form of proceedings which he has elected, to date, not to issue.
  45. This leaves the issue of whether the registration of the documents have legal consequences and whether any of them, beyond the change of registered office have legal consequences. I agree with Mr Dougherty that the registration of the notice appointing and removing directors have no legal consequences. This is clear because such notices do not actually validate any appointments or removals by their registrations. Either such appointments or removals are valid, under the provisions of the CA 06 or the Articles, or they are not. It is not the removal of the notices which is the test in section 1096(3) but their registration. It is in any event important for third parties to be able to ascertain who are the validly appointed directors. That does not include D1.
  46. In relation to the filing of the notice that D1 is a person of significant control, this again is not a document for which its registration has a legal consequence. Either the person has the requisite control, or he does not. Registration does not have the consequences of validating that person as having significant control. If a company refuses to register a person as having significant control, then an application can be made pursuant to section 790V CA 06 to the Court for determination of whether that person is a person with significant control and notice of the same is required to be filed. That is, in my judgment, the correct legal way to deal with the issue rather than D1 filing his own notice without any authority under the Articles or the CA 06.
  47. Mr Chaisty submits that the registration of a person with significant control does have a legal consequence because it constitutes compliance with the statutory obligation to register such a person. He argues that the same applies in relation to the filing and registration of accounts because there are legal obligations to file such accounts. In my judgment, this characterisation is incorrect in relation to both types of documents.
  48. As I have set out above, the registration of the notice of a person with significant control does not in itself validate the information provided therein. There is only an obligation to file the return in the event that there is a person with significant control. The correct procedure for compelling a company to file the return is set out in the CA 06 (section 790V). There are therefore no legal consequences in relation to the registration of the notice of persons with significant control.
  49. This can be contrasted with the change of registered office which does have legal consequences because it provides to the public at large the address for service of legal proceedings. Equally the filing of accounts does not have a legal consequence. Its filing does not validate the contents of the accounts or provide third parties with some legal entitlement to rely upon the contents of the same. The legislation does not operate in that way in relation to the filing of the accounts. Again the contrast with the change of registered office notice is equally relevant there. In relation to the confirmation statement, its registration raises no legal consequences. I reject the argument that an obligation upon the Company to file its accounts or file any of the documents creates legal consequences in relation to the registration of those documents. Properly construed, the provision relates to legal consequences such as arise in relation to notice of a registered office.
  50. In relation to the filing of the notice of registered office, it is accepted that this is a document the registration of which has legal consequences. Accordingly the test for me is to consider whether the interests of the Company, or if different, C1, outweighs any interest of other persons in the material continuing to appear on the Register. The starting point is that D1 had no authority for the reasons I have set out above to file the notice of change of registered office. D1's interest in maintaining the documents rests on his assertion that he is in control of the Company and that this was agreed between him and C1. In my judgment, the interest of the Company is to ensure that it is able to act and deal with any legal proceedings or notices which are sent to the registered office. C1's interest appears in this respect to be aligned with that of the Company. In my judgment, D1's interests in being able to maintain a change of registered office which is not valid is not outweighed by the interest of the Company to be able to deal with and protect the interest of the Company by ensuring documents are sent to the registered office of the Company which is that of the Company's solicitors. C1 and the other two directors remain registered directors with duties and responsibilities to the Company which includes dealing with any legal proceedings which are served. No such duty or obligation has been argued is owed by D1 to the Company. D1 has not to date issued any proceedings against C1. Accordingly, I do not accept that D1's interests outweigh those of the Company. I agree with Mr Dougherty in relation to this issue.
  51. The order sought will be made in relation to all the documents ( save paragrah 2(a)) as well as the two identified in the first witness statement of Mr Pickard. As to the more recent document filed, I will hear submissions relating to that particular document at the hand down of this judgment.

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