Representation of Aguidilla Investments Limited and Ors re Article 115ZA of the Companies Law [2024] JRC 179 (10 September 2024)

Representation of Aguidilla Investments Limited and Ors re Article 115ZA of the Companies Law [2024] JRC 179 (10 September 2024)

The Court is satisfied that for each representor company, the requirements of Article 115ZA are met: the companies were able to discharge liabilities as they fell due at the relevant times, and remain solvent. Missing minutes do not prevent ratification where other evidence exists. Balance sheet insolvency does not preclude ratification if cashflow solvency is established and shareholder support is evidenced.

Citation
[2024] JRC 179
Parties
Representor: Aguidilla Investments Limited; Representor: Fintagron Investments Limited; Representor: Ginella Investments Limited; Representor: Lander Investments Limited; Representor: Langtoft Investments Limited; Representor: McWhinnie Investments Limited; Representor: Melbrook Limited; Representor: Mitford Limited; Representor: Penn Investments Limited; Representor: Marandellis Investments Limited; Representor: Piedmont Limited; Representor: Harefield Holdings Limited; Administrator: Zedra Trust Company (Jersey) Limited
Jurisdiction
Jersey
Judgment Date
10 September 2024
Procedural Posture
Company Law Application / Final Judgment
Outcome
applications granted
Legal Topics
Unlawful Distributions, Solvency Statements, Ratification of Distributions, Directors' Duties, Record Keeping
Company Law Unlawful Distributions Solvency Statements Ratification of Distributions Directors' Duties Record Keeping

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Parties

Aguidilla Investments Limited

Representor

Fintagron Investments Limited

Representor

Ginella Investments Limited

Representor

Lander Investments Limited

Representor

Langtoft Investments Limited

Representor

McWhinnie Investments Limited

Representor

Melbrook Limited

Representor

Mitford Limited

Representor

Penn Investments Limited

Representor

Marandellis Investments Limited

Representor

Piedmont Limited

Representor

Harefield Holdings Limited

Representor

Zedra Trust Company (Jersey) Limited

Administrator

Procedural Posture

Company Law Application / Final Judgment

Legal Issues

  1. 1 Whether distributions made by the representor companies without proper solvency statements can be treated as lawful under Article 115ZA of the Companies (Jersey) Law 1991
  2. 2 Whether the requirements of Article 115ZA are met for each company, including cashflow and balance sheet solvency
  3. 3 Whether missing board minutes prevent ratification under Article 115ZA

Ratio Decidendi

The Court is satisfied that for each representor company, the requirements of Article 115ZA are met: the companies were able to discharge liabilities as they fell due at the relevant times, and remain solvent. Missing minutes do not prevent ratification where other evidence exists. Balance sheet insolvency does not preclude ratification if cashflow solvency is established and shareholder support is evidenced.

Court Disposition

applications granted

Orders

  • Distributions made by each representor company are treated as if made in accordance with Article 115 of the Companies (Jersey) Law 1991 pursuant to Article 115ZA.
  • Zedra Trust Company (Jersey) Limited to meet the costs of each application personally.