Gorgeous Beauty Ltd v Liu & Ors [2014] EWHC 2952 (Ch) (22 September 2014)

Gorgeous Beauty Ltd v Liu & Ors [2014] EWHC 2952 (Ch) (22 September 2014)

On the balance of probabilities, the Longtan Property was acquired for the benefit of all YSC shareholders, not solely for William Liu. The Declaration of Trust was not validly executed with the authority of the beneficial owners. The register should be rectified to reflect the true beneficial ownership.

Citation
[2014] EWHC 2952 (Ch)
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
Chancery Division Civil Claim / Judgment After Trial
Outcome
Claim allowed
Legal Topics
Rectification of Companies Register, Validity of Declaration of Trust, Beneficial Ownership, Corporate Structures, Conflict of Laws (governing Law of Trust)
Trusts Company Law Conflict of Laws Rectification of Companies Register Validity of Declaration of Trust Beneficial Ownership Corporate Structures Conflict of Laws (governing Law of Trust)

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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

Chancery Division Civil Claim / Judgment After Trial

Legal Issues

  1. 1 For whose benefit was the Longtan Property acquired?
  2. 2 Is the Declaration of Trust valid under English and Seychelles law?
  3. 3 Should the Companies Register be rectified under section 1096 of the Companies Act 2006?

Ratio Decidendi

On the balance of probabilities, the Longtan Property was acquired for the benefit of all YSC shareholders, not solely for William Liu. The Declaration of Trust was not validly executed with the authority of the beneficial owners. The register should be rectified to reflect the true beneficial ownership.

Court Disposition

Claim allowed

Orders

  • Declaration that the Declaration of Trust is invalid
  • Order for rectification of the Companies Register relating to Gold Wealth LLP under section 1096 of the Companies Act 2006