Stephen Jourdan KC secures vesting order and removal of registered charge following dissolution of BVI companies
In Nwinia v Attorney-General, on 23 September 2026, the High Court made an order vesting the legal title to a lease held by a dissolved BVI company in the claimant, and altering the register of title to remove a legal charge held by a different dissolved BVI company.
Stephen Jourdan KC acted for the successful claimant, instructed by Maria Winning of Merali Beedle.
The Court determined on the evidence that the first dissolved BVI company had held the registered title to the lease of the flat on trust for the claimant. The lease had been acquired in the name of the company despite the claimant’s instructions that it was to be taken in his own name. However, he had paid part of the purchase price initially and had paid off the mortgage taken for the balance, and was treated by everyone as the owner. The Court therefore made an order under s.44 of the Trustee Act 1925 vesting the title in the claimant.
The Court also ordered that entries recording a registered charge in favour of a different dissolved BVI company be removed from the register of title. This was because more than 12 years passed since the right to possession arose under the charge before the chargee company was dissolved. That meant that the chargee company’s title to the charge had been extinguished by s.17 of the Limitation Act 1980 before the company was dissolved.
An extempore judgment was delivered by the judge, Master Kaye, and there is currently no transcript, but if one becomes available we will provide a link to it.
There have been a number of cases in which a company owning property in the UK has been dissolved, creating difficulties for the occupier of the property. The best solution will depend on the facts. In some cases, the occupier will be best advised to make an application to the Land Registry under Sch 6 of the Land Registration Act 2002 based on adverse possession, once 10 years have passed since the dissolution of the company. Once the company is dissolved, it cannot be said that the occupier is in possession with the consent of the company, so time can run in their favour. But where the company held the property on trust for the occupier, it is uncertain whether the occupier is in adverse possession: see Jourdan & Radley-Gardner on Adverse Possession (2nd ed.) chapter 28. The Land Registry may, therefore, decide to cancel the application, in which case the only way of challenging that decision would be by way of judicial review. In such a case, as in Nwinia, a better solution is to apply to the Court for a vesting order under s.44 of the Trustee Act 1925.
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