The Court of Appeal has ruled that the Companies Registration Office may register notice that receivers were appointed over a property legally owned by Independent Trustee Company Limited, but may not change the company’s public register status from “normal” to “receivership” on that basis.
The appeal concerned Gloucester House, a property in Milton Keynes, England, held by the company as trustee for unit holders in a sub-fund of the Delta Fund. The company had granted a lender a charge over the property. After asserting that a loan-to-value limit had been breached, the lender appointed two receivers over the property in June 2011 and filed a notice with the Registrar of Companies the following month.
The Registrar’s system automatically changed the company’s status to “Receivership” when the notice was processed. The company challenged both the filing and the status label. The High Court dismissed its claims in January 2015, finding that the relevant statutory filing obligations applied even though the company held the property on trust.
The Court of Appeal agreed that the filing obligation applied. It held that “property of a company” includes a company’s legal interest in land, including where that interest is held on trust. The lender was therefore required to file the notice, and the Registrar remained entitled to register it.
But the court allowed the appeal in part over the public status label. It found that “receivership” under a heading of “Status” could imply that the company’s corporate status had changed or was inevitably about to change. The appointment here covered one property; the company’s other properties and business were unaffected. An explanatory note beneath the status field did not correct the misleading impression, the court said.
The court concluded that the Registrar had authority to organise and summarise statutory notifications, provided the summary was clear and not misleading. The Registrar could record the receiver appointment and direct users to the relevant notice, but could not describe the company itself as being in receivership in these circumstances.
The court proposed hearing further submissions from the parties on the precise form of relief. The judgment did not set out a final formal order.