Last Thursday, sitting in the Court of Appeal, Ms Justice Finlay Geoghegan (sitting with Peart J and Hogan J) delivered the judgment of the court in Independent Trustee Company Ltd v Registrar of Companies [2016] IECA 274. The judgment is an important one concerning the power of the Registrar of Companies and the information provided in the publicly accessible online register of companies. At issue, in particular, was the Registrar's power to record on the register the status of a company as 'receivership' where a notice had been received that a receiver had been appointed over property held on trust by the company and legally owned by it. In addition to the label 'receivership', other descriptions used by the Registrar included 'strike off list', 'liquidation', 'ceased following cross border merger', 'dissolved' and 'normal'.The court held that the Registrar's use of the designation 'receivership' was ultra vires the powers provided under the Companies Act. The designation was unclear and apt to mislead because it incorrectly implied that that there had been a change in the corporate status of the company by reason of the receiver's appointment to part of the company's property. But no such change in status had taken place or would inevitably take place.
The court recognised, however, that the Registrar had the power and duty to organise the information on the electronic register in a clear, organised and accessible manner. This permitted the Registrar to summarise the fact that it had received certain statutory notifications, including the appointment of a receiver to all or part of the company's property, but this could not be done in a manner that implied that a receiver's appointment had changed (or would change) a company's status.
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