B.V Capital Invest Nur & Sarsenova Gulnara and Ltd II Investments Seed Hightech (CS 25/2021) [2021] SCSC 1033 (28 October 2021)

B.V Capital Invest Nur & Sarsenova Gulnara and Ltd II Investments Seed Hightech (CS 25/2021) [2021] SCSC 1033 (28 October 2021)

The defendant company, having received a valid instrument of transfer and not having provided any reason for refusal, was under a statutory duty to register the transfer of shares and enter the 2nd plaintiff as a member. Its failure to do so constituted a breach of statutory duty, entitling the plaintiffs to rectification and costs.

Citation
[2021] SCSC 1033
Parties
1st Plaintiff: Nur Invest Capital B. V.; 2nd Plaintiff: Mrs. Gulnara Sarenova; Defendant: Hightech Seed Investments II Ltd
Court
Supreme Court
Jurisdiction
Seychelles
Judgment Date
28 October 2021
Case Number
CS 25/2021
Procedural Posture
Civil / Judgment
Outcome
plaint upheld
Legal Topics
Share Transfer, Rectification of Register, Statutory Duty of Company
Source Language
English
Company Law Share Transfer Rectification of Register Statutory Duty of Company

Case Brief

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Parties

Nur Invest Capital B. V.

1st Plaintiff

Mrs. Gulnara Sarenova

2nd Plaintiff

Hightech Seed Investments II Ltd

Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether the defendant company is under a statutory duty to register the transfer of shares from the 1st plaintiff to the 2nd plaintiff
  2. 2 Whether the defendant breached its statutory duty by failing to register the transfer
  3. 3 Whether the plaintiffs are entitled to rectification of the register and costs

Ratio Decidendi

The defendant company, having received a valid instrument of transfer and not having provided any reason for refusal, was under a statutory duty to register the transfer of shares and enter the 2nd plaintiff as a member. Its failure to do so constituted a breach of statutory duty, entitling the plaintiffs to rectification and costs.

Court Disposition

plaint upheld

Orders

  • The defendant company is directed to rectify its records and register the transfer of shares from the 1st plaintiff to the 2nd plaintiff, removing the 1st plaintiff and entering the 2nd plaintiff in the register of members.
  • Costs are granted in favour of the 1st and 2nd plaintiffs against the defendant.