Shan v Registrar of Companies & Ors [2026] EWHC 1058 (Ch) (06 May 2026)

Shan v Registrar of Companies & Ors [2026] EWHC 1058 (Ch) (06 May 2026)

The court found that there was no credible evidence of a valid transfer of Ali's shares to Aftab in 2005, nor of a valid appointment of Aftab and Sajad as directors in January 2022. The share transfers to Shaheen and Rukhsana were found to have been signed by Aftab, on the balance of probabilities, as part of Ali's control of the company. The register should reflect the shareholdings as at Ali's death, and the Companies House records should be rectified accordingly.

Citation
[2026] EWHC 1058 (Ch)
Parties
Claimant: Shaheen Shan; Fourth Defendant: Aftab Shan; Fifth Defendant: Sajad Shan; Second Defendant: YHMS; Third Defendant: SSL
Jurisdiction
England and Wales
Judgment Date
06 May 2026
Procedural Posture
Company Law Claim (rectification of Register, Director Appointment) / Judgment After Trial
Outcome
Claim allowed in substantial part; rectification of register ordered.
Legal Topics
Rectification of Register of Members, Share Ownership Disputes, Director Appointment and Resignation, Validity of Companies House Filings, Share Transfer Formalities
Company Law Equity Rectification of Register of Members Share Ownership Disputes Director Appointment and Resignation Validity of Companies House Filings Share Transfer Formalities

Case Brief

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Parties

Shaheen Shan

Claimant

Aftab Shan

Fourth Defendant

Sajad Shan

Fifth Defendant

YHMS

Second Defendant

SSL

Third Defendant

Procedural Posture

Company Law Claim (rectification of Register, Director Appointment) / Judgment After Trial

Legal Issues

  1. 1 Who owns the subscriber share in YHMS?
  2. 2 Did the Deceased transfer his 149 shares in YHMS to the Fourth Defendant on or around 8 July 2005?
  3. 3 Did the Fourth Defendant transfer 90 of his 150 shares in YHMS to the Claimant and Rukhsana Shan (45 shares each) on or around 6 November 2015?

Ratio Decidendi

The court found that there was no credible evidence of a valid transfer of Ali's shares to Aftab in 2005, nor of a valid appointment of Aftab and Sajad as directors in January 2022. The share transfers to Shaheen and Rukhsana were found to have been signed by Aftab, on the balance of probabilities, as part of Ali's control of the company. The register should reflect the shareholdings as at Ali's death, and the Companies House records should be rectified accordingly.

Court Disposition

Claim allowed in substantial part; rectification of register ordered.

Orders

  • Register of members of YHMS to be rectified to show: Ali (150 shares), Aftab (60 shares), Shaheen (45 shares), Rukhsana (45 shares).
  • Companies House records to be amended accordingly.