Thayer Group 6-Sep-2006 [2006] JRC 125B (06 September 2006)

Thayer Group 6-Sep-2006 [2006] JRC 125B (06 September 2006)

The share register was incorrect due to a genuine mistake, as no share transfers were executed by Premier or Second and the directors never approved such transfers. The register must be rectified to reflect the true position as at 12 July 2001, with Premier and Second remaining as holders of one share each, and Thayer Properties Limited being allotted 171,000 shares. Rectification is ordered retrospectively as there is no prejudice to third parties.

Citation
[2006] JRC 125B
Parties
Applicant: Thayer Group Limited; Subscriber/nominee: Premier Circle Limited; Subscriber/nominee: Second Circle Limited; Shareholder: Thayer Properties Limited; Beneficial Owner/director: Mr Julian Gleek; Beneficial Owner/director: Mr John Anderson; Administrator: Mr Roland Deller
Jurisdiction
Jersey
Judgment Date
06 September 2006
Procedural Posture
Company Law Rectification Application / Judgment on Application for Rectification of Share Register
Outcome
application granted
Legal Topics
Rectification of Share Register, Beneficial Ownership, Share Transfer Formalities, Nominee Shareholding, Mistake in Company Records
Company Law Rectification of Share Register Beneficial Ownership Share Transfer Formalities Nominee Shareholding Mistake in Company Records

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Parties

Thayer Group Limited

Applicant

Premier Circle Limited

Subscriber/nominee

Second Circle Limited

Subscriber/nominee

Thayer Properties Limited

Shareholder

Mr Julian Gleek

Beneficial Owner/director

Mr John Anderson

Beneficial Owner/director

Mr Roland Deller

Administrator

Procedural Posture

Company Law Rectification Application / Judgment on Application for Rectification of Share Register

Legal Issues

  1. 1 Whether the share register of Thayer Group Limited should be rectified to reflect the true ownership of shares as at 12 July 2001
  2. 2 Whether the transfer of shares by Premier Circle Limited and Second Circle Limited to Thayer Properties Limited was valid
  3. 3 Whether rectification should be retrospective to 12 July 2001

Ratio Decidendi

The share register was incorrect due to a genuine mistake, as no share transfers were executed by Premier or Second and the directors never approved such transfers. The register must be rectified to reflect the true position as at 12 July 2001, with Premier and Second remaining as holders of one share each, and Thayer Properties Limited being allotted 171,000 shares. Rectification is ordered retrospectively as there is no prejudice to third parties.

Court Disposition

application granted

Orders

  • Thayer Group Limited to rectify its register of members to remove references to the transfer on 12 July 2001 by Premier Circle Limited and Second Circle Limited of one ordinary £1 share each to Thayer Properties Limited.
  • Record that as at 12 July 2001 Premier Circle Limited and Second Circle Limited each held one ordinary £1 share.