Randhawa v Turpin (No 2) [2018] 2 WLR 1175

Court: High Court, Chancery Division

Facts: The company had two shareholders, a husband and wife. The wife’s shares were transferred to a now-dissolved company, Belvedere, which remained on the register. The husband's son, as the new director, appointed administrators. The validity of this appointment was challenged due to the non-existence of one shareholder.

Held (High Court): The appointment of administrators was invalid. Belvedere’s dissolved status meant it could not provide valid consent, so the Duomatic principle could not apply.

Key Judicial Statement: Sir Geoffrey Vos V-C remarked, “It seems to me that the Duomatic principle simply cannot apply in a situation where one of the registered shareholders is a corporation which does not exist, because it requires the consent of all the registered shareholders and one of them is incapable of consenting.”

💡 Leveluplaw: The Duomatic principle cannot apply if one of the shareholders is a dissolved corporation incapable of consenting. Valid consent must be provided by all registered shareholders.