Lending Group Limited & Anor v LVR Capital Ltd & Anor
[2023] EWHC 2509 (Ch)
Trevor Binyon & Anor v Suzerain Investment Holdings Limited & Ors (Re VE Global UK Ltd)
28 March 2024
[2024] EWHC 749 (Ch)
High Court
A company didn't properly register a loan agreement. Even though there was a registration certificate, a court ruled the agreement invalid because the certificate was wrong. This highlights the need for careful registration of business loans to protect lenders.
Key Facts
- •VE Global UK Limited (in administration) issued unregistered debentures in December 2021 and January 2022 as security for investments.
- •The debenture was not registered with Companies House, despite an amendment agreement being filed.
- •The administrators sought a declaration that the debenture was void due to non-registration.
- •The application was unopposed by the respondents.
Legal Principles
A charge is void against an administrator if the required documents are not delivered to the registrar within the specified time.
Companies Act 2006, Section 859H
The registrar's certificate is usually conclusive evidence of timely delivery of documents, but this can be rebutted in certain circumstances.
Companies Act 2006, Section 859I(6)
Courts have generally upheld the registrar's certificate unless there is a demonstrable error on the face of the certificate or the charge itself is invalid for reasons other than non-registration.
Case law reviewed in sections 14-20, including Re Yolland Husson & Birkett Ltd, National Provincial & Union Bank of England v Charnley, Re Eric Holmes (Property) Ltd, In re C L Nye Ltd, R v Registrar of Companies, ex parte Esal (Commodities) Ltd, and In re Bitumina Industries Ltd.
Outcomes
The debenture was declared void under Section 859H of the Companies Act 2006.
The certificate of registration referred to an amendment agreement, not the debenture itself. The court found that the certificate purported to register a non-existent charge, distinguishing this case from precedents where the certificate was upheld.
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