Gorgeous Beauty Ltd v Liu & Ors

Gorgeous Beauty Ltd v Liu & Ors

The court found on the balance of probabilities that the Longtan Property was acquired for the benefit of YSC’s shareholders, not for William Liu personally, and that the Declaration of Trust was executed without the authority or consent of the majority shareholders of Gorgeous Beauty. Therefore, the Declaration of Trust is invalid and the Register of Companies should be rectified to remove the entries relating to Gold Wealth LLP made pursuant to the invalid trust.

Parties
Claimant: Gorgeous Beauty Limited; First Defendant: Irene Liu; Second Defendant: William Liu; Third Defendant: The Registrar of Companies; Fourth Defendant: Gold Wealth LLP
Jurisdiction
England and Wales
Judgment Date
22 September 2014
Procedural Posture
Civil / Judgment
Outcome
Claim allowed
Legal Topics
Declaration of Trust, Rectification of Companies Register, Beneficial Ownership, Corporate Governance, Fraud, Jurisdiction and Applicable Law
Trusts Company Law Conflict of Laws Declaration of Trust Rectification of Companies Register Beneficial Ownership Corporate Governance Fraud +1 more

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Parties

Gorgeous Beauty Limited

Claimant

Irene Liu

First Defendant

William Liu

Second Defendant

The Registrar of Companies

Third Defendant

Gold Wealth LLP

Fourth Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether the Longtan Property was acquired for the benefit of YSC’s shareholders or for William Liu
  2. 2 Whether the Declaration of Trust is valid and effective under the applicable law
  3. 3 Whether the Register of Companies should be rectified to remove entries relating to Gold Wealth LLP

Ratio Decidendi

The court found on the balance of probabilities that the Longtan Property was acquired for the benefit of YSC’s shareholders, not for William Liu personally, and that the Declaration of Trust was executed without the authority or consent of the majority shareholders of Gorgeous Beauty. Therefore, the Declaration of Trust is invalid and the Register of Companies should be rectified to remove the entries relating to Gold Wealth LLP made pursuant to the invalid trust.

Court Disposition

Claim allowed

Orders

  • Declaration that the Declaration of Trust is invalid
  • Order that the Register of Companies be rectified to remove the entries relating to Gold Wealth LLP (forms LLAP01, LLTM01, LLAD01)