Igroup Ltd. v Ocwen (An UnLtd. Company) & Ors

The statutory power to rectify the register of company charges is confined to omissions or misstatements in particulars entered on the register, or in a memorandum of satisfaction. It does not extend to information contained in forms or schedules delivered to the Registrar. Accurate information does not become a misstatement merely because its disclosure may be undesirable or may arguably involve a breach of another duty. The court has no wider inherent power to alter valid documents which the Registrar is required to retain and make available for inspection. The supervisory jurisdiction over the Registrar remains available in principle where a document is a nullity, but that principle does not apply to valid registration documents.

The claimant, a mortgage lender, sought rectification or amendment of forms 395 and 403b delivered to the Registrar of Companies by subsidiary and associated companies. The schedules accurately identified properties and charges but also disclosed personal information about mortgage customers.

The claimant sought removal or replacement of the schedules, relying on section 404 of the Companies Act 1985 and, alternatively, the court’s inherent jurisdiction. The Registrar opposed the application. The central issues were whether the information in the forms constituted a statutory misstatement and whether the court had jurisdiction to amend valid documents retained in the Registrar’s records.

1. The application was dismissed. Section 404 of the Companies Act 1985 applies only where there is an omission or misstatement of a particular entered on the Registrar’s register of charges, or in a memorandum of satisfaction. The wording mirrors section 401(1), which identifies the particulars to be entered on that register.

2. Forms 395 and 403b, and their schedules, are not part of the register of charges. A reference in a register entry to another document does not incorporate that document into the register. Section 404 therefore gives no jurisdiction to rectify the forms or schedules.

3. The Registrar was required to retain the forms under sections 707A and 709 and make them available for public inspection. That statutory scheme was inconsistent with an order amending valid documents after delivery.

4. The inclusion of accurate but unnecessary information was not a misstatement. The claimant advanced possible breaches of confidence, the Data Protection Act 1998 and article 8 of the Convention, but no actual breach was established. In any event, alleged wrongdoing could not convert truthful information into a statutory misstatement for the purposes of section 404.

5. The alternative inherent-jurisdiction argument failed. In Exeter Trust v Screeenways [1991] BCLC 888, the Court of Appeal held that the limited statutory jurisdiction under section 404 was inconsistent with an inherent power of rectification. Re Calmex Ltd [1989] 1 All ER 485 concerned supervisory control over the Registrar where a document was a nullity and the Registrar had no duty to retain it. It did not authorise alteration of valid forms which the Registrar was under a statutory duty to retain.