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The Registrar of Companies registry is declarative only and in contradiction between the registry and the data registered with the company the data at the company trumps

November 16, 2021
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A person discovered that shares in a company were transferred to his ame and demanded to be deleted from being registered as a shareholder and a director of a company, as the registration was made without his knowledge and without him having any connection to the company.

The Court held that the registry should be amended and that the person is to be removed from being registered as a shareholder and a director both at the Companies Registrar and at the company registry. The responsibility for amending the shareholders or directors registry at the Companies Registrar, whenever it is incomplete or inaccurate, rests solely with the Company, because the role of the Companies Registrar is purely declaratory and in the case of a contradiction between the registry and the data registered with the company the data at the company trumps. The correctness of the registration is of great importance, especially due to the reliance of third parties in good faith on the registry. Here, the registration was fraudulent, as the person had no connection to the company and it was done without his knowledge. Therefore, the Companies Registrar registry will be amended an in parallel the registry at the company need be updated and reverted to the situation to its original state, as it was before sending the reports to the Companies Registrar.