Phoenix Limited BVIHC(COM) 2022/0044

11th June 2024

Erskine Chambers is pleased to share the recent judgment in Phoenix Limited BVIHC(COM) 2022/0044.

David Chivers KC acted for Ryan Jarvis and John Johnston, the Joint Liquidators of Phoenix BVI. He was instructed by Jeremy Child of Harneys and BVI-based Senior Associate Jhneil Stewart.

Mangatal J rejected the application of ICM to be removed from the Joint Liquidators’ settled list of members pursuant to s. 193(3) of the BVI IA 2003. The Judge held that ICM had, within the meaning of s. 49 BCA agreed in writing to become a member, that the BVI did not recognise the status of “provisional” membership and that there had been no redemption of the share prior to the winding up. Liquidation cases involving unpaid shares are rare and this is the first reported decision on the construction or application of s.49 BVI BCA.

The case decides that for the purpose of the section the agreement in writing need not be a single document. The court is required to look at all of the documentary evidence and may – as here – find an agreement evidenced by a series of emails or other documents.

To read the full judgment, please click here.