Even where a company's registered office is no more than a brass plaque or a letter box, there is a powerful legal presumption that it represents the company's centre of main interests (COMI). The High Court made that point in overturning a winding up order granted against a company registered in Malta.
The oil and petroleum trading company owed a judgment debt to an English limited liability partnership. It was registered in the British Virgin Islands (BVI) before moving its registered office to Malta. After the creditor commenced proceedings in London, a judge granted a winding up order against the company on the basis that its COMI was in England and Wales.
The judge found that the company had shifted its registered office to Malta in order to avoid or delay winding up proceedings. No part of the company's administration was conducted in Malta and its use of the office there was illusory, rather than real. The Maltese office essentially consisted of a letter box and the judge found on balance that the company's COMI was within England and Wales.
Upholding the company's appeal against the winding up order, the Court found that the judge erred in principle in failing to apply the presumption that, unless proved otherwise, a company's registered office and COMI are one and the same. The creditor had presented no sufficient evidence to rebut that presumption.
The Court noted that part of the reason for the presumption is to provide reasonable certainty to creditors. The mere fact that the company's registered office was a letter box did not mean that the presumption did not apply. Far from being illusory, the location of the office was a matter of public record. The company's COMI being in Malta, the judge had no jurisdiction to make the winding up order and the order was set aside as a result.
Our lawyers have expertise spanning every area of company and insolvency law. Contact Leanne Schneider- Rose l.schneider-rose@sydneymitchell.co.uk for specialist advice on 08081668827 / 01216982211.
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