Representation of 2 The Forum Limited 13-Sep-2019 [2019] JRC 177 (13 September 2019)

Representation of 2 The Forum Limited 13-Sep-2019 [2019] JRC 177 (13 September 2019)

Defects in shareholder approval of the new name and constitution did not affect the validity of the company's continuance into Jersey, as the certificate of continuance is conclusive evidence of compliance with statutory requirements. The Judicial Greffier is authorised to register the certificate in the Public Registry without further court order.

Citation
[2019] JRC 177
Parties
Representor: 2 The Forum Limited (formerly 26 Esplanade (Jersey) Limited)
Jurisdiction
Jersey
Judgment Date
13 September 2019
Procedural Posture
Company Law Representation / Final Judgment on Application for Registration of Continuance
Outcome
Application granted
Legal Topics
Continuance of Company, Change of Company Name, Registration in Public Registry, Shareholder Approval
Company Law Continuance of Company Change of Company Name Registration in Public Registry Shareholder Approval

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Parties

2 The Forum Limited (formerly 26 Esplanade (Jersey) Limited)

Representor

Procedural Posture

Company Law Representation / Final Judgment on Application for Registration of Continuance

Legal Issues

  1. 1 Whether the change of name and constitution upon continuance was validly approved by the shareholder
  2. 2 Whether defects in shareholder approval affect the validity of continuance into Jersey
  3. 3 Whether Court authorisation is required for registration in the Public Registry

Ratio Decidendi

Defects in shareholder approval of the new name and constitution did not affect the validity of the company's continuance into Jersey, as the certificate of continuance is conclusive evidence of compliance with statutory requirements. The Judicial Greffier is authorised to register the certificate in the Public Registry without further court order.

Court Disposition

Application granted

Orders

  • Judicial Greffier authorised to update the Public Registry pursuant to Article 214 of the Companies (Jersey) Law 1991