The High Court has extended the time for ACC Loan Management Designated Activity Company to deliver particulars of a charge over CST Limited’s property to the Companies Registration Office. The order includes a provision allowing a future liquidator of CST to apply to discharge it by 2 July 2019. The judge said there was no suggestion that a liquidator would be appointed.
The application concerned a charge dated in February 2000 over commercial property in Rathdowney, County Laois. ACC had agreed in January 2000 to lend CST IR£112,000 to help purchase the property. The judgment records that particulars of a debenture in ACC’s favour were registered in February 2000, while the charge at issue was later registered on the property’s Land Registry folio in January 2006. Its particulars had not been delivered to the Companies Registration Office.
ACC discovered the omission during a security review in September 2013 and applied for an extension in August 2018. The Companies Registration Office had no objection. ACC relied on the statutory ground of “other sufficient cause” and said the application was brought under section 106 of the Companies Act 1963, as applied by the Companies Act 2014.
An interested shareholder and unsecured creditor, Mr Day, argued that the application was too late and that ACC’s delay and knowledge of the charge should count against it. He also submitted that a receiver’s sale could prejudice him because of a boundary dispute and water ingress at the property. Those concerns were not described on affidavit, according to the judgment. Mr Day also argued that the company should not bear responsibility for its former solicitors’ failure to deliver the particulars.
Justice Tony O’Connor said ACC could rely on “other sufficient cause”. He acknowledged that ACC could have acted more diligently, but found that its delay was not sufficient to defeat the application in the circumstances. He said Mr Day was not effectively prejudiced by regularising the charge, which had been created and registered on the land title.
The judge did not decide whether the former solicitors had breached any duty, whether CST had a claim against them, or whether the property might be sold at an undervalue. He said those matters were for other proceedings, if there were grounds to bring them, and specifically refrained from commenting on the solicitors’ role because they were not represented. The court’s decision was limited to granting the extension subject to the stated safeguards.