Representation of Salamanca Corporate Services [2016] JRC 108A (23 June 2016)

Representation of Salamanca Corporate Services [2016] JRC 108A (23 June 2016)

Given the loss of the company's substratum, the dissolution of two shareholders with no prospect of reinstatement, the absence of alternative winding-up mechanisms, and the support of the remaining shareholder, it is just and equitable to wind up the company. The assets should be distributed to the remaining shareholder and Her Majesty's Receiver General in accordance with shareholdings. Appointment of a liquidator is unnecessary due to the limited funds and the regulated status of the representors.

Citation
[2016] JRC 108A
Parties
Representor: Salamanca Corporate Services (Jersey) Limited; Representor: Salamanca Fiduciary Services (Jersey) Limited; Company: 15 Minories Holding Limited; Shareholder: Minories HPY; Shareholder: Merrill Lynch Mortgage Capital Inc; Shareholder: Minories New Basis LLP; Interested Party: Her Majesty's Receiver General
Jurisdiction
Jersey
Judgment Date
23 June 2016
Procedural Posture
Application for Just and Equitable Winding Up / Judgment on Application
Outcome
application granted
Legal Topics
Just and Equitable Winding Up, Distribution of Assets, Bona Vacantia, Corporate Dissolution
Company Law Insolvency Law Just and Equitable Winding Up Distribution of Assets Bona Vacantia Corporate Dissolution

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Parties

Salamanca Corporate Services (Jersey) Limited

Representor

Salamanca Fiduciary Services (Jersey) Limited

Representor

15 Minories Holding Limited

Company

Minories HPY

Shareholder

Merrill Lynch Mortgage Capital Inc

Shareholder

Minories New Basis LLP

Shareholder

Her Majesty's Receiver General

Interested Party

Procedural Posture

Application for Just and Equitable Winding Up / Judgment on Application

Legal Issues

  1. 1 Whether the company should be wound up on just and equitable grounds under Article 155 of the Companies (Jersey) Law 1991
  2. 2 Whether Her Majesty's Receiver General should receive funds representing shares of dissolved shareholders
  3. 3 Whether a liquidator should be appointed given the circumstances

Ratio Decidendi

Given the loss of the company's substratum, the dissolution of two shareholders with no prospect of reinstatement, the absence of alternative winding-up mechanisms, and the support of the remaining shareholder, it is just and equitable to wind up the company. The assets should be distributed to the remaining shareholder and Her Majesty's Receiver General in accordance with shareholdings. Appointment of a liquidator is unnecessary due to the limited funds and the regulated status of the representors.

Court Disposition

application granted

Orders

  • The company is to be wound up on just and equitable grounds under Article 155 of the Companies (Jersey) Law 1991.
  • The representors are to conduct the winding-up in accordance with the court's directions.