Centurion Management Services

• Jurisdiction: Jersey
• Court: Royal Court
• Judge: J. A. Clyde-Smith,Jurats Le Breton,Clapham,(Clyde-Smith, Commr. and Jurats Le Breton and Clapham)
• Judgment Date: 07 July 2011
• Neutral Citation: [2011] JRC 134
• Date: 07 July 2011

[2011] JRC 134

ROYAL COURT

(Samedi)

Before:

J. A. Clyde-Smith, Commissioner, and Jurats Le Breton and Clapham.

In The Matter Of Representation Of Centurion Management Services Limited

And In The Matter Of Article 155 Of The Companies (Jersey) Law 1991

Advocate D. R. Wilson for the Liquidator.

Authorities

Companies (Jersey) Law 1991.

Financial Services Commission (Jersey) Law 1998.

THE COMMISSIONER:

1 This judgment is concerned with the disposal of records by a liquidator following the dissolution of a company.

2 On 6 ^th October, 2009, and 30 ^th March, 2010, the Court ordered the winding up of Centurion Management Services Limited and other companies in the Centurion group (“the companies”) pursuant to Article 155 (1)(a) of the Companies (Jersey) Law 1991 (“the Law”) and appointed Mr Edward Shorrock as liquidator.

3 In general terms, the Court ordered that the winding up be conducted in accordance with the provisions of the Law relating to a creditors’ winding up. Specifically and for the purposes of this judgment, the Court ordered that Articles 165 and 194 should apply to the winding up, those articles being in the following terms:-

“165 Costs of creditors’ winding up

All costs, charges and expenses properly incurred in a creditors’ winding up, including the remuneration of the liquidator, are payable out of the company's assets in priority to all other claims.”

“194 Disposal of records

• (1) When a company has been wound up and is about to be dissolved, its records and those of a liquidator may be disposed of as follows –

  • (a) in the case of a summary winding up, in the way that the company by special resolution directs; and

  • (b) in the case of a creditors’ winding up, in the way that the liquidation committee or, if there is no such committee, the company's creditors, may direct .

  • (2) After 20 years from the company's dissolution no responsibility rests on the company, a liquidator, or a person to whom the custody of the records has been committed, by reason of any record not being forthcoming to a person claiming to be interested in it .

  • (3) The Commission may direct that for such period as it thinks proper (but not exceeding 10 years from the company's dissolution), the records of a company which has been wound up shall not be destroyed .

  • (4) A person who acts in contravention of a direction made for the purposes of this Article, is guilty of an offence.”

4 On 10 ^th December, 2010, the liquidator applied for final directions to enable him to complete the winding up of the companies. One of the directions he sought was authorisation to dispose of the company's records. That issue was adjourned to the hearing before us on 6 ^th June, 2011.

5 The group hitherto conducted a trust company business and accordingly maintained records in relation to its own business and the business of the entities it administered (“the client entities”). The liquidator has some 1,200 bankers’ boxes of files relating to those client entities. Of the client entities, 71 have been struck off, 99 wound up and their assets distributed to beneficiaries or shareholders and 170 transferred to new service providers. We were informed by the liquidator that those new service providers had proved unwilling to take on the storage of the records held by the companies in relation to the entities they were now administering.

6 The liquidator has some £33,820 retained and has obtained a quotation of some £29,000 for the storage of all of the records of the companies for 10 years. However, the liquidator and his legal advisers are owed at least £25,000 in outstanding fees.

7 Acknowledging the importance of retaining the records and in particular the records of the...