Struck off Liberian company owns UK property

My client’s husband and herself (non-dom/non-res) set up a Liberian company in the early 90s. They bought prime London residential property in the company’s name. The company was struck off a few years later. My client’s husband has died (she is the full beneficiary of the estate) and she wants to take steps to transfer the property into her sole name. No documents relating to the company exist at the Liberian company registry. There is no documentation to establish proof of ownership of the company shares. The only clue to ownership is that the company name is her husband and her first names. Land Registry is not responding to telephone calls so I’m unable to ascertain from them what kind of information we will have to provide for the transfer. Any suggestions anyone?

Remi Aiyela

Did the company own the property beneficially or did it hold as trustee? If the latter, you may be able to apply to the court in E&W to appoint a new trustee and then distribute the property. Otherwise, you’ll need a Liberian lawyer.

Looking at the Liberian Business Corporation Act, the directors may have been holding as trustees as from the date three years after dissolution. I can also see some provisions dealing with reinstatement of dissolved companies, so that may be another option.

I had a case a few years ago involving a Liberian company and I remember it was quite difficult to find a Liberian lawyer, but that may have changed. Good luck!

Josh Lewison
Radcliffe Chambers

I don’t think the Land Registry can help you. I can only think of three alternatives:

Andrew Goodman
Osborne Clarke LLP

I take it that there is no evidence of a nomineeship?

Peter Harris
Overseas Chambers

I am fairly sure that the Land Registry will have required the company’s founding document, whatever it may be under Liberian law, and certificate of incorporation, to have been filed with the application
for registration-if they can provide you with a copy that should give you some traction with the Registrar of companies or equivalent in Liberia.

If all else fails you might like to look at sec 181 Law of Property Act 1925 which gives the court power to make a vesting order where a corporation has been dissolved. I would imagine that gathering
the evidence required would be a major task because the court would presumably want to be shown that the company has no outstanding creditors.

If the property is freehold it might also be possible to apply for a title by adverse possession.

Tim Gibbons

Thanks Andrew. The first option is possible but in this case, has been refused. I will look into the bona vacantia process as a possible option.

Remi Aiyela

Thanks Josh. You’re right that technically the directors hold as trustees for 3 years from dissolution. Unfortunately the dissolution was in the 90s and the registry has refused to reinstate the company.

Remi Aiyela

If the directors were holding on trust up to the end of the three years from dissolution, what happened after that? A Liberian lawyer might be able to tell you.

In E&W, unadministered company assets pass to the Crown as bona vacantia, but only, I think, because of statute. I don’t think the common law had such a rule that applied to companies.

Liberian law may be different. If the property was held on trust and all that happens at the end of the three years is that the trustees are discharged from the trust, then the possibility of appointing a new trustee is there.

Josh Lewison
Radcliffe Chambers

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If the company was the beneficial owner, there are UK taxes to be considered, and interest & penalties if compliance has been overlooked. Prime London residential property suggests that ATED could be due, at the very least ATED returns even if an exemption is available. If the effect of the company being struck off is for the company’s assets to pass to the Liberian equivalent of the Crown, is that a disposal, with a possible NRCGT liability?

Ray Magill

Dear Remi,

I would deal direct with the Liberian Registry and see what they say. When I was in Hong Kong we always dealt with the office in Dulles, Virginia, USA who were very helpful. I think they now have an office in London, but I suspect that is little more than a postal set up.

I have not dealt with them for many years, as other jurisdictions have become more politically correct and acceptable, although we never found anything wrong with Liberia. It has simply fallen out of fashion.

Yours sincerely,
Peter Double / Probate Resealing Services

Thanks Tim. Great suggestions. I will look into all the options.

Remi Aiyela