Yiannakis Chambi (also known as John Chambi) v Aristos Aristodemou (also known as Ari Aristodemou) & Anor
[2024] EWHC 1610 (Ch)
Konstantin Kamenetskiy & Ors v Vitali Zolotarev & Ors (Re Variti Management Services Limited)
23 October 2023
[2023] EWHC 2619 (Ch)
High Court
Imagine a company where some shareholders tried to secretly add new bosses without the proper rules. The court said that was not allowed, the old boss stayed in charge, and the sneaky shareholders' paperwork got corrected.
Key Facts
- •Variti Management Services Limited (the Company) was incorporated in 2018.
- •Konstantin Kamenetskiy (Claimant 1) was the sole director.
- •Disputes arose among shareholders regarding funding and the activities of a subsidiary.
- •Vitali Zolotarev and Oleg Leksunin (Defendants 1 and 2) circulated resolutions appointing Yuri Shulkin and Roman Filatov (Defendants 3 and 4) as directors.
- •Claimants challenged the validity of these resolutions.
- •A dispute exists regarding Mr. Sotnikov's shareholder status, linked to an equipment assignment agreement.
- •Subsequent resolutions and meetings further complicated the situation.
- •Claimants sought declarations that the January 2021 resolutions were void and that Mr. Kamenetskiy remained sole director.
Legal Principles
Validity of written resolutions passed by members requires a valid board decision to circulate the resolutions.
Companies Act 2006
Allotment of shares occurs when a person acquires the unconditional right to be included in the company's register of members.
Companies Act 2006
A sole director of a company with only one class of shares does not require a resolution of the members to allot shares.
Companies Act 2006
Section 293(7) of the Companies Act 2006 does not excuse a failure to comply with section 292(4).
Companies Act 2006; Re Sprout Land Holdings Ltd (in administration) [2019] EWHC 806 (Ch)
The court may rectify the register of members under section 125 CA 2006.
Companies Act 2006
Shareholders have locus standi to seek relief under s.1096 CA 2006 if they have a sufficient interest.
Companies Act 2006
Outcomes
The January 19, 2021 resolutions were declared void.
They were not validly circulated as there was no valid board resolution to do so. The shareholders lacked a 'self-help' mechanism to circulate resolutions themselves.
Mr. Sotnikov was declared a valid shareholder.
The assignment agreement constituted the contract of allotment, and the condition regarding physical receipt of equipment was met by the execution of the agreement.
Mr. Kamenetskiy was declared to have remained the sole director.
Messrs. Filatov and Shulkin were never validly appointed as directors.
The Registrar of Companies was ordered to remove the documents filed without authority and reverse the change of registered office address.
Messrs. Filatov and Shulkin acted without authority.
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