Grupo Mexico SAB DE CV & Ors v The Registrar Of Companies For England And Wales & Ors

The court considered applications to (a) rectify the Register to reverse an administrative restoration of Infund LLP and (b) restore Infund to the Register. The court held that it has power under Companies Act 2006 section 1096 (as applied to LLPs by the LLP (Application of Companies Act 2006) Regulations 2009, rule 67) to order rectification where material on the Register is factually inaccurate or derived from forged or inaccurate documents, subject to the balancing exercise required by section 1096(3). The Registrar’s administrative restoration procedure (sections 1024–1028 as applied by rule 56) may be defeated where restoration was procured by dishonest misrepresentations and forged documentation.

The judge found that Mr García provided numerous factually inaccurate statements and back‑dated documents to secure restoration, that those inaccuracies were dishonest under the objective test of dishonesty (applying Ivey v Genting Casinos), and that a June 2003 Mandate was forged. The court concluded the inaccurate material on the Register had caused or might cause damage to Infund and that Infund’s interest in removal outweighed others’ interests under section 1096(3). Accordingly, declaratory relief directing rectification (including reversing restoration and removing post‑dissolution filings and false member entries) was appropriate. The counter application for restoration under section 1029/1031 was refused because the restoration had been procured by fraud and the Mexican claim for the disputed shares had only a shadowy prospect of success.

Background and parties. Infund LLP, an English limited liability partnership incorporated in 2003, was struck off and dissolved in 2008. In 2011 Infund was administratively restored to the Register after documents were filed which contained knowingly false information. The principal claimants in the English proceedings were Grupo México and Mr Larrea. The principal defendant for the rectification claim was the Registrar of Companies (not actively represented); the restoration claim was brought by Mr García and associated parties who sought to restore Infund to pursue claims in Mexico to a large holding of shares.

Nature of applications. The Rectification Claim sought a court order under Companies Act 2006 section 1096 (as applied to LLPs) to remove from the Register material derived from inaccurate or forged documents and to reverse the 2011 administrative restoration. The Restoration Claim sought court restoration of Infund under section 1029/1031 (as applied to LLPs) in the event the rectification claim succeeded.

Key factual findings. The judge found that Mr García was not a former member or a designated member, yet signed and back‑dated various LLP forms (LL RT01, LLP288a, LLP363/LL AR01) and provided inaccurate accounts and confirmations to obtain administrative restoration. He found these statements were dishonest. The court also found that Mr García and Mr Peralta forged a June 2003 Mandate produced to auditors. Contemporaneous corporate documents showed Infund had been dormant long before its striking off and was not "carrying on business or in operation" at dissolution.

Issues framed by the court.

• Whether the court has power under s.1096 to order rectification to reverse administrative restoration;
• Whether the information and documents filed for restoration were factually inaccurate or forged;
• Whether the inaccurate material was dishonestly provided;
• Whether the balancing exercise in s.1096(3) permitted removal of material which had legal consequences (restoration);
• Whether restoration by the court (s.1029/1031) should be granted to enable Mexican litigation.

Reasoning and outcome. The court held that s.1096, subject to the protections in s.1096(3), does permit rectification where restoration was procured by fraud. It applied the civil test of dishonesty from Ivey and concluded Mr García knowingly made false declarations and relied on back‑dating and forgeries to procure restoration and false audited accounts. The presence of fraudulent material on the Register was held to cause or risk damage to Infund and the LLP’s interest in removal outweighed others’ interests. Consequently, declaratory relief directing rectification and removal of specified filings was granted. The Restoration Claim was dismissed: restoration would be unjust given the fraud, and the Mexican claim that restoration sought to advance was found to be "shadowy" and lacking real prospects on the present material.

Procedural note: The Registrar was to be given notice of the consequential hearing on the form of order so that submissions could be made as to precise wording.

The Rectification Claim is allowed (declaratory relief ordering rectification and removal of material on the Register). The court concluded it has jurisdiction under Companies Act 2006 section 1096 (as applied to LLPs) to order removal of material derived from factually inaccurate or forged documents, and that the material in this case was procured dishonestly by Mr García (including forged documents and false accounts). The Restoration Claim is dismissed because restoration would be unjust where restoration was procured by fraud and the Mexican claim lacks a real prospect of success.