Jersey Unreported Judgments

Companies - application for the rectification of the share register

[2019]JRC214C

Royal Court

(Samedi)

28 October 2019

IN THE MATTER OF THE REPRESENTATION OF LMG LIGHTHOUSE TRUST REG

AND IN THE MATTER OF VICTORY PROPERTIES (JERSEY) LIMITED

AND IN THE MATTER OF ARTICLE 47 OF THE COMPANIES (JERSEY) LAW 1991 (AS AMENDED)

Advocate O. J. Passmore for the Representor.

judgment

the COMMISSIONER:

1.        This is the second application this morning for rectification of the share register of a Jersey company and it arises as the result of the same events as in the case of the first application which we have just dealt with and which concerned Martinoon Limited (Representation of LMG Lighthouse Trust Reg re Martinoon Limited [2019] JRC 214B).  We shall therefore refer to the judgment we have just given in that case as necessary.

2.        This application is by the Representor, as trustee of a Jersey discretionary trust known as the Mediterranean Trust ("the Trust").  The Trust has the same beneficiaries as the Matteo Trust which is the owner of Martinoon Limited, and was settled on the same date, the settlor being from the same family as that of the Matteo Trust.

3.        As in the previous case, the previous trustee was a Swiss company called Salamander Trust Company Limited ("Salamander").  It was purportedly replaced as trustee of the Trust by the Representor by a deed dated 18^th May, 2018, executed by the protector.  As in the previous case there is no power of removal in the trust deed whereas the deed purported to remove Salamander as trustee.  That part of the deed was therefore ineffective. However, the part appointing the Representor as trustee was effective.  It follows that initially after 18^th May, 2018 there were two trustees as in the previous case.  However, Salamander having since been dissolved, it is the case that the Representor is now the sole trustee of the Trust and has been so since 12^th April, 2019 when Salamander was dissolved. 

4.        An asset of the Trust is the entire issue share capital of 9 shares in a Jersey company called Victory Properties (Jersey) Limited ("Victory").  These shares are registered in the name of Salamander.  As we outlined in the judgment in the Martinoon case, Salamander has not executed a share transfer form so as to transfer the shares in Victory either to the joint names of Salamander and the Representor or to the Representor alone.  Furthermore, as already stated, Salamander has been struck off the Commercial Register in Switzerland and no longer exists as a legal entity nor can it be reinstated.  The position therefore is exactly the same as in the Martinoon case.  For the reasons set out in that judgment we are satisfied that we have jurisdiction to rectify the share register of Victory because without sufficient reason the name of Salamander remains on the share register and the name of the Representor is omitted therefrom.

5.        We are also satisfied that, in our discretion, we should exercise the jurisdiction to rectify as it will be impossible for Victory to be properly administered unless the Representor is registered as the shareholder so that it can remove the existing directors and appoint new directors who can administer the company.  We therefore order the rectification of the share register of Victory in the terms of the draft order produced to us.

Authorities

Representation of LMG Lighthouse Trust Reg re Martinoon Limited [2019] JRC 214B.