Peter James Horsman & Ors v His Majesty's Attorney General & Anor [2026] EWHC 975 (Ch)

[2026] EWHC 975 (Ch)Case No PT-2025-000766IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESPROPERTY TRUSTS AND PROBATE LIST (Ch D)Venue Royal Courts of Justice, Fetter Lane, London, EC4A 1NLDate 30 April 2026
Before
DEPUTY MASTER FRANCIS
Between
PETER JAMES HORSMANClaimantsFRANCIS ADAM BROWNClaimantZRH NOMINEES LIMITEDClaimantHIS MAJESTY’S ATTORNEY GENERALDefendantsTHE CROWN ESTATE COMMISSOINERSDefendant
Alice Hawker (instructed by Brecher LLP) for ClaimantsHearing Hearing date: 19 March 2026
APPROVED JUDGMENTThis judgment was handed down remotely at 10.30am on 30 April 2026 by circulation to the parties’ representatives by e-mail and by release to the National Archives

Deputy Master Francis

[1]This is another puzzle concerning title to an English property held by a foreign company which has ceased to exist, at least in its original guise; in this case, as a result of the company’s merger with other corporate entities under the law of the British Virgin Islands. The property itself is a residential dwelling known as Crowsmarsh in the hamlet of Fawley Bottom, in the lower slopes of the Chiltern Hills north of Henley-on-Thames.[2]Since 2008 Crowsmarsh has been registered at HM Land Registry in the name of ZRH Nominees (0048) Ltd (“0048”), a BVI company. In November 2017, 0048 and seventy-nine associated BVI companies merged, leaving a single surviving company, ZRH Nominees Limited, the third-named claimant. No further steps were taken at the time in respect of title to Crowsmarsh which remained registered in the name of 0048, despite that company having ceased to retain any separate corporate identity and its name having been struck off the register of BVI companies in consequence of the merger.[3]On 17 May 2023, the third claimant, believing itself to hold the registered estate in Crowsmarsh in consequence of the merger, executed a transfer in form TR1 purporting to transfer title to the first and second claimants. When they applied to complete the transfer by their registration as new proprietors, HMLR took issue with the third claimant’s title to the property, and thus its power to transfer title to them. As the point was succinctly put by HMLR in its letter to the court in response to this claim dated 11 September 2025: The Registrar’s position was summarised in our letter dated 28 June 2024, that is “it remains uncertain whether English law recognises that the merger had the effect of vesting the English property in the continuing company by operation of law”. This stems from our understanding of the principle of lex situs as to the application of laws depending on the location of the relevant immovable property.[4]The claimants seek declaratory relief that English law does so recognise the merger as having that effect, on the basis that:- a) the third claimant succeeded to all the assets and liabilities of the merged companies, including 0048 under BVI law; b) provided that the third claimant was a true universal successor of 0048 under BVI law, English conflict of laws will recognise the effect of such universal succession including succession to immovable property situate in England, as governed by BVI law, as the place of incorporation, rather than English law as the lex situs. The claimants further contend that English law as the lex situs is relevant only as to the formalities of registration of title. For those purposes, they maintain that it was unnecessary for any vesting of the registered estate in Crowsmarsh to the third claimant to have been completed by registration of the third claimant in place of 0048 because it fell within section 27 (5) (b) of the Land Registration Act 2002 (“LRA 2002”).[5]If they are wrong on this principal head of relief, the claimants contend that the defect in title to Crowsmarsh can and should be remedied by one or other of two well-trodden alternative routes:- a) before the merger, 0048 held legal title to Crowsmarsh on express trust for the first and second claimants; as such, upon 0048’s dissolution in consequence of the merger, legal title would have vested in the Crown as bona vacantia subject to the trust; the court can therefore simply make an order vesting legal title in the first and second claimants in exercise of its power under section 44 (ii) (c) of the Trustee Act 1925 (cf. Hamilton v Attorney-General [2022] EWHC 2132 (Ch); [2022] BPIR 1427); b) if legal title to Crowsmarsh did not vest in the Crown as bona vacantia upon 0048’s dissolution, but instead determined by escheat, the court can make an order under section 181 of the Law of Property Act 1925 creating a corresponding legal estate in the property in favour of either the third claimant, or the first and second claimants, as persons who would have been entitled to the estate which determined had it remained a subsisting estate (cf. Dixon v Crown Estate Commissioners [2022] EWHC 3256 (Ch); [2023] 2 BCLC 205).[6]In grappling with these matters, I have been ably assisted by Alice Hawker of counsel, who appeared before me for the claimants. HMLR was not formally joined as a defendant to the claim, but I have also found very helpful the detailed analysis of the issues set out by Dorothea Schriever, Assistant Land Registrar, in HMLR’s letter to the court of 11 September 2025 to which I have referred above. This written judgment has been prepared in deference to the questions and uncertainties highlighted by that letter, which I have endeavoured to address.[7]For completeness, I should add that the first and second defendants, as representatives of the Crown in its separate emanations, have been joined as parties to the proceedings for the purposes of these two alternative heads of relief. They do not oppose the grant of such relief as may be justified, and have played no part in these proceedings. Factual background[8]I shall first fill in a little more of the factual background.[9]0048 was originally incorporated in the BVI on 10 September 1998 under the International Business Companies Act 1984. The third claimant was incorporated under the same Act on 30 June 2005. Both companies were subsequently re-registered under the BVI Business Companies Act 2004 from 1 January 2007. They were part of a group of BVI companies (“the ZRH Group”), all of the shares in which companies were held by Master Nominees Inc.[10]Crowsmarsh has been registered at HMLR under title number BM277474 since 31 December 2002. Rothschild Trust Guernsey Ltd and Rothschild Trust Canada Inc were registered proprietors before 7 July 2008; they held Crowsmarsh on the trusts declared by a deed of settlement dated 28 November 2002 known as the Crowsmarsh Trust.[11]On 1 July 2008 the two Rothschild trust companies transferred Crowsmarsh to 0048, and on 7 July 2008 that company was registered as proprietor.[12]By a declaration of trust dated 22 July 2008 made between 0048 and two other Rothschild trust companies, Rothschild Trust (Schweiz) AG and RTB Trustees Ltd, 0048 declared that it held Crowsmarsh on trust for those companies in their capacity as trustees of the Crowsmarsh Trust.[13]By a deed of retirement and appointment dated 20 January 2011, the first and second claimants were appointed as trustees of the Crowsmarsh Trust in place of those two companies.[14]Thus it is clear that 0048 from this date held Crowsmarsh on trust for the first and second claimants in their capacity as trustees of the Crowsmarsh Trust.[15]On 9 November 2017, a Plan of Merger was entered into under Part IX of the BVI Business Companies Act 2004 providing for the merger of eighty constituent companies, all part of ZRH Group, including 0048 and the third claimant. Under the merger, the third claimant was to be the surviving company with which the other companies (whom I shall refer to as “the merging companies”) were to merge; the shares in each of the merging companies were to be cancelled, leaving only the shares in third claimant as surviving company, and the assets and liabilities of all of the merging companies were to be automatically vested in the third claimant as surviving company. On the following day, Articles of Merger were executed by each of the constituent companies approving the Plan of Merger and providing it to take effect on 22 November 2017.[16]On 22 November 2017, the merger took effect, and a Certificate of Merger issued by the BVI Registrar of Corporate Affairs certifying that the third claimant was the surviving company of the merger. Each of the merging companies, including 0048, were thereupon struck off the BVI register.[17]As I have already noted, following the merger no further steps were taken in England in relation to Crowsmarsh which remained registered in the name of 0048.[18]On 17 May 2023, the third claimant executed a transfer in form TR1 purporting to transfer Crowsmarsh to the first and second claimants as trustees of the Crowsmarsh Trust.[19]On 24 May 2023 Brecher LLP, on behalf of the first and second claimants, applied to HMLR to alter the register by naming them as new proprietors. HMLR raised a requisition, noting that the transferor under the TR1 was not the registered proprietor, in response to which Brecher supplied a copy of the Certificate of Merger. HMLR then raised the question which lies at the heart of this case, asserting that rights over immovable property were governed by English law as the lex situs, rather than BVI law as the law of the place of incorporation, with the result that Crowsmarsh had not automatically vested in third claimant in consequence of the merger, as provided for under BVI law; instead, any vesting would have necessitated execution by 0048 of a formal transfer to the third claimant.[20]On 20 February 2024, Brechers supplied HMLR with a legal opinion from a firm of BVI lawyers, ATU Legal Services (BVI) Limited (“ATU”) explaining the effect of a merger under Part IX of the BVI Business Companies Act 2004 as vesting automatically in the surviving company all of the assets and liabilities of the merged companies. This was insufficient to satisfy HMLR that the position was not governed by English law as the lex situs, and so Brecher then obtained counsel’s advice which it forwarded to HMLR; in his written opinion dated 17 June 2024, Jonathan Chew advised, amongst other matters, that under the relevant conflict of laws rules, English law did recognise the universal succession of one foreign company to another, whether by merger or otherwise, as governed by the law of the place of incorporation of the companies, a proposition established by the House of Lords in First National Bank of Greece vMetliss [1958] AC 509.[21]On 28 June 2024, HMLR noted that there was no precedent for the application of such rule in relation to immovable property in England, and set out its position as follows: HMLR is an administrative body, and in the absence of clear legal precedent confirming that point, then the risk of registration is assumed by the registrar. Given the possibility of a claim on public funds where an application has been mistakenly completed, HMLR is entitled to take a cautious view (see for example Diep v Land Registry [2010] EWHC 3315 (Admin) at 17 and 18). In view of the absence of clear legal precedent, and the stated value of the property, this would appear to be a situation where caution is justified.[22]In the light of this, HMLR cancelled the first and claimant’s application, leaving it for them to seek declaratory or other relief from the court, as I have set out above. The operation and effect of the merger under BVI law[23]The starting point is to consider the effect of the merger at a corporate level under BVI law. Section 173 of the BVI Business Companies Act 2004 provides as follows:(1) A merger or consolidation is effective on the date the articles of merger or consolidation are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of merger or consolidation.(2) As soon as a merger or consolidation becomes effective – (a) the surviving company or the consolidated company in so far as is consistent with its memorandum and articles, as amended or established by the articles of merger or consolidation, has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; … (d) assets of every description, including choses in action and the business of each of the constituent companies, immediately vests in the surviving company or the consolidated company; and (e) the surviving company or the consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies.(3) Where a merger or consolidation occurs – (a) no conviction, judgement, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (b) no proceedings, whether civil or criminal, pending at the time of a merger or consolidation by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinued by the merger or consolidation; but – (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or the consolidated company or against the member, director, officer or agent thereof, as the case may be; or (ii) the surviving company or the consolidated company may be substituted in the proceedings for a constituent company.(4) The Registrar shall strike off the Register of Companies – (a) a constituent company that is not the surviving company in a merger; or (b) a constituent company that participates in a consolidation.[24]I have evidence of the effect of these provisions in the form of the legal opinion from ATU, which, unsurprisingly, reflects the plain meaning of the language which is used. The process which is described is one under which, by virtue of the merger, the surviving company of the merger succeeds to all of the rights, privileges, powers and purposes of the constituent companies, and their assets of any description, but is subject to the whole of the debts, liabilities and obligations of the constituent companies. In my judgment, it may be confusing to talk of assets or liabilities being “transferred” from the merging companies to the surviving company under such a merger; it is rather that the merging companies are absorbed into the surviving company, and with it all their rights and obligations, casting off the skin of their previous corporate identity. Does English law recognise the effect of the merger as vesting in the third claimant all the assets and liabilities of the merging companies including English immovable property?[25]The question then is whether as a matter of conflict of laws English law recognises not merely the merger as it was effected under BVI law, but also the effect of the merger as it concerns the assets and liabilities of the merging companies, including title to English immovable property held by 0048 as one of the merging companies.[26]The editors of Dicey, Morris and Collins on the Conflict of Laws 16th ed. (2022) say this at paragraph 30-013: Whether a corporation has been amalgamated with another corporation must also be determined by the law of its place of incorporation. If that law provides for a successio in universum jus then the amalgamated company will be recognised in England as succeeding to the assets and liabilities of its predecessors. The law of the place of incorporation must, however, provide for a true universal succession and, further, it is possible that the successor corporation may be so radically different from its predecessor that it cannot be properly described as the same legal entity. They add, at paragraph 30-030:- The cases at least establish that the law of the place of incorporation determines the composition and powers of the various organs of the corporation,whether directors have been validly appointed, the nature and extent of the duties owed by the directors to the corporation, who are the corporation’s officials authorised to act on its behalf, the extent of an individual member’s liability for the debts or engagements of the corporation, the ability of the corporation to make a distribution to its members, and the validity of a transfer of assets and liabilities by way of universal succession on amalgamation with another corporation.[27]The leading authority on recognition in cases of universal succession is First National Bank of Greece v Metliss [1958] AC 509. In that case, a Greek statute had effected the amalgamation of two original banks into a new banking company and enacted that the new company was the “universal successor” to the rights and obligations of the amalgamated banks. The Greek government had previously purported to impose a moratorium on the payment of certain bonds governed by English law which had been guaranteed by one of the original banks. The question for the English courts was(i) whether the moratorium was effective, and, if it was not,(ii) whether the new bank was liable to honour the bonds as successor to the guarantor bank. On the first question, it was held that the moratorium was ineffective because any change in Greek law could not affect liability to pay, which was governed by English law, the law of the contract. On the second question, the English courts recognised the new bank as the universal successor to the amalgamated banks under the Greek statute, and thus its liability under the bonds.[28]The principle of universal succession was explained by Parker LJ in the Court of Appeal [1957] 2 QB 33 (at 53) as follows: Now the law of Greece has adopted the conception of “universal succession” as developed in Roman law. Under this conception a new person or entity continues the personality of another. All the rights and liabilities of the former are automatically transferred to and vested in the latter. The new person or entity succeeds “per universitatem” and not by a series of particular acts to each item of property. In the House of Lords, Lord Keith said the following (at 530): This conception, as expounded in the evidence in this case, is common to other legal systems which have borrowed from the Roman law. Used generally with reference to an heir who takes up a succession on death, it carries with it a liability on the heir to the deceased’s creditors for the deceased’s debts. From this aspect he represents the deceased. The persona of the deceased is regarded as continued in the heir, or, as it is otherwise expressed, he is eadem persona cum defuncto. He is no more to be regarded as a new party introduced into a contract than is an executor or administrator of a dead man’s estate in English law. The term “universal successor” may be foreign to English law but it cannot be regarded as strange in this House for the doctrine is part of the common law of Scotland, though now affected by statute, and till within the last hundred years had important consequences to the heir in a succession. As such the doctrine would not appear to have differed in its fundamental principles from the common law of Greece. I would quote only one short passage from Stair, III.4.23:
“Heirs in law are called universal successors, quia succedunt in universum jus quod defunctus habuit, they do wholly represent the defunct, and are as one person with him, and so they do both succeed to him active, in all the rights belonging to him, and passive, in all the obligations and debts due by him”
. Their Lordships agreed with the courts below that the question of universal succession fell to be determined by the law of place of incorporation, and where established, it should be recognised under English law so as to render the successor liable without more under the contract entered into by the original bank.[29]Returning to the extract from Dicey cited above, the editors state that there may be no true universal succession which will be recognised under English law where the successor corporation is “so radically different from its predecessor that it cannot be properly described as the same legal entity”, citing the decision of Colman J in Centro Latino Americano de Commercio Exterior SA v Owners of the Ship “Kommunar” (The Kommunar) (No 2) [1997] 1 Lloyds Rep 8. In its letter of 11 September 2025, HMLR sets out its understanding of this qualification as follows: The Registrar’s interpretation of this is that in order for the Court to be satisfied on the universal successor point, it must be satisfied that BVI company law recognises that the Third Defendant is the same legal person as the Registered Proprietor and not just that it took on the responsibilities and liabilities of the Registered Proprietor. In other words, the Merger must be a case of “universal succession” amounting to continuous legal personality. If so, the Registrar expects that the law of England would defer to BVI company law in that regard and the Claimant’s submissions in respect of section 27(5)(b) LRA 2002 would be irrelevant because the Third Claimant would be the same legal person as its component parts. From a land registration point of view, this would effectively amount to a change of name. If the Court was to accept that universal succession which does not amount to continuous legal personality is capable of vesting property situated in England and Wales in the successor company, the Registrar is of the view that this would equate to recognition that BVI company law can govern how property in England and Wales is transferred. The Registrar does not consider this to be the intention of the concept of universal succession nor is it clear how this would then interact with the principle of lex situs.[30]This therefore gives rise to two issues:- a) whether, for the purposes of universal succession, I need to be satisfied in this case that the third claimant was the same legal entity as 0048, or, to put it another way, whether there was a continuity of legal personality between 0048, as one of the merging companies and third claimant as the surviving company; or whether it was sufficient that the BVI statute provided for the transmission of all of the assets and liabilities of the merging companies to the surviving company, whether or not there was continuity of legal personality between them; b) if I do need to be so satisfied, whether there was such continuity of legal personality between 0048 and the third claimant.[31]The Kommunar concerned the question whether POL, a former Russian state enterprise which had managed a fleet of fishing vessels based at Leningrad was the same legal entity as AOL, the limited company which succeeded to certain of its assets and liabilities following its privatisation under Russian legislation. It was crucial to establish that it was, under section 21(4) of the Senior Courts Act 1981, in order to maintain the arrest of a vessel now owned by AOL in relation to relevant liabilities which had been incurred in connection to the vessel by POL pre-privatisation. Colman J held that AOL could not be regarded as the same legal person as POL; whilst there was no doubt that AOL had succeeded to such of POL’s assets and liabilities as had not been stripped out in the privatisation, it was fundamentally different as a legal entity from the state enterprise which had preceded it, and there was nothing inconsistent between such succession and there being a discontinuity of legal personality. In discussing the question as to continuity of legal personality, Colman J said this at p. 16: Whether a given corporate entity can be said to be the same legal personality as some previous legal entity is perhaps best answered by investigating the different legal characteristics of the two to see whether continuity has been broken or maintained. Thus, for a corporation to change its name or indeed, its share structure or other features of its articles of association, would not be expected to create a new legal personality, for it would remain throughout the same corporation. It would continue to own the same property. It would continue as a registered corporation. Pre-existing rights and obligations would remain unchanged. However, where a corporation demerges a previously unincorporated division of its undertaking and effects the incorporation of that division it would be difficult to argue that there was continuity of legal personality between the new company and the division of the company or the demerging company itself. Similarly, if a partnership chose to dissolve itself and conduct its business through a limited company it would hardly be possible to treat the limited company as the same legal personality as the partnership. In both these examples the lack of continuity of legal personality would normally arise because one trading entity having a particular legal character has been changed into a trading entity whose characteristics make it a different kind of legal entity. It may be that in both cases there have been transferred to the subsequent corporate entity the whole of the undertaking of the pre-existing entity, but the wholesale transference of assets and liabilities does not of itself avoid the consequence of the difference in the legal nature of the entities concerned.[32]As already noted, The Kommunar was not a case about universal succession, but rather simply whether AOL was the same legal entity as POL so that SCA 1981 s. 21 (4) was engaged. There are however a number of first instance decisions following Metliss to which I have been referred in which the doctrine has been further considered in the context of mergers of foreign corporations. They do not all speak with one voice, but none appear to treat continuity of legal personality as essential to the conception of universal succession, rather than it simply being an actual or deemed incidence of such succession.[33]Toprak Enerji Sanayi v Sale Tilney Technology plc [1994] 1 WLR 840 was a case concerning the effect of the merger of Turkish companies, governed by Article 151 of the Turkish Commercial Code which provided that upon the merger “the subsisting or newly created company takes the place of the disappearing companies whose rights and obligations are transferred to the remaining or newly founded company”. The original company, E, had brought a claim in this country before it merged with and was absorbed by another company in the Toprak group, S, with E thereupon ceasing to exist as a separate entity. The question arose whether following E’s cessation, the claim became a nullity and should be struck out, or whether it thereafter continued as S’s claim, albeit in suspended form until S was formally substituted as claimant. In holding that the latter was the correct analysis, HHJ Diamond found that the relevant merger provisions of Turkish law applied the doctrine of universal succession, as to which he stated (at p. 845) (my emphasis): There are two relevant aspects to this doctrine: first, the transfer of assets and liabilities is total, or universal, so that the absorbing company stands in law, without further formality, in the shoes of the absorbed company; second, where the absorbed company has been a party to legal proceedings prior to the merger, then by operation of law the absorbing company automatically becomes substituted as a party to those proceedings in place of the absorbed company after the merger has taken effect. Any procedural order to this effect made after the merger is only declaratory in effect since, as a matter of Turkish law, the absorbing company is deemed to be a party to the action from the date of its succession without the need for a special application to the court.[34]Eurosteel Limited v Stinnes AG [2000] CLC 470 concerned the merger of two German corporations which had the effect, under the relevant German legislation, that upon entry of the merger into the register “the assets of the transferor association, including the liabilities of this association, pass over to the transferee association” and “the transferor association expires” without the need for any further act of cancellation. The question for the court in that case was whether an arbitration to which the transferor was a party lapsed as a result of the transferor corporation ceasing to exist upon merging with the transferee without having first given notice of assignment of its rights to the transferee. In rejecting this, Longmore J accepted that under German law the transferee corporation was the universal successor of the transferor. He said this (at p.474) (my emphasis): The whole point of universal succession is that the successor is treated as the same person as the person to whom he succeeds. The law of the forum in which the universal successor seeks to gather in his assets may or may not require him to give formal notice of his existence before award or judgment will be given but the idea that any pending arbitration (or, indeed action) begun by his predecessor must, of necessity, come to an end would mean that his succession was particular not universal and would be contrary to the terms of s. 20 of the German transformation law.[35]In A v B [2016] EWHC 3003 (Comm), the court was also concerned with the effect on arbitration proceedings of the merger of an Indian company, P, the original claimant to the proceedings, with another Indian company, F, in consequence of which P had ceased to exist as a separate entity and all of its assets including the right to continue litigation or arbitral proceedings had vested in F. The defendant maintained that the arbitration had lapsed in the absence of any notice of assignment given by P before the merger took effect; unlike the position in Eurosteel, there was no doctrine of universal succession under Indian law which English law should recognise. In rejecting this, Sir Jeremy Cooke held (at [36]) that what mattered was the substance not the form of what takes place under the foreign law. He continued (at [43] – [44]) (my emphasis):- 43 … F succeeded to the rights and liabilities of P per universitatem and not by a series of particular acts to each item of property, even if F did not, as a matter of Indian Law, continue the personality of P. The substance of the Scheme therefore had the primary effect of universal succession, properly so called. 44. In my judgement, as in that of the Tribunal, the transfer of the whole Undertaking of P to F cannot be described as an equitable assignment or characterised in that way. It was much more than that, as the Indian Law evidence showed. It would be wrong to classify it by reference to that English law concept, particularly when the wholesale form of transfer per universitatem in an amalgamation or merger by statute or order of the court is familiar enough in this jurisdiction, as the authorities recognise.[36]I have also found of assistance a review of the English and Commonwealth authorities (including The Kommunar) undertaken by Edmund Leow JC sitting in the High Court of Singapore in JX Holdings Inc v Singapore Airlines Ltd [2016] SGHC 212. Whilst they are not binding on me, he sets out various conclusions from such review in his summary at [43], which include the following: (c) In some cases, the law of incorporation might recognise that an entity has the status of a “universal successor”. What is usually meant by this is that the entity is seen as having inherited the legal personality of another company, with the attendant consequence that it inherits all the assets and liabilities of its predecessor. This process does not necessarily entail that there is a continuity of legal personality between the old and new entities; the process can be discontinuous, but the “essence of the transaction” is that the new entity has taken on either the whole or a part of both the assets and liabilities of its predecessor(s). (d) The transfer of assets and liabilities through this process of universal succession is to be regarded as a “transmission” and not a “transfer” within the meaning of the Companies Act. For this reason, succeeding company may be registered as a shareholder in place of the predecessor company without there being any need for a proper instrument of transfer to be prepared and delivered.[37]In the light of the English authorities to which I have been referred, I am satisfied that it is not a pre-requisite of universal succession to establish continuity of legal personality between the old and new entities. In cases of amalgamation or merger of corporate entities, under the law of the place of incorporation it may generally be the case that there is continuity of legal personality between the merging companies and the surviving company, but this is not essential.[38]In this case, I do not have any evidence whether under BVI law there was continuity of legal personality between 0048 as one of the merging companies, and the third claimant as the surviving company; it is not a point specifically addressed in the ATU legal opinion to which I have referred above. It is tempting to assume that there was, since that appears on the face of it to be the natural consequence of the provisions of section 173 of the BVI Business Companies Act 2004 to which I have referred, as it is with similarly worded provisions of other jurisdictions. However, I consider that it would be wrong to make such assumption in the absence of specific evidence of BVI law on the point; if it were necessary to do so, I would adjourn the hearing to enable such further evidence to be adduced, but in the light of my conclusion above I consider that I can proceed to determine the case without having to decide the point. Was it necessary for the third claimant to have been registered as proprietor in place of 0048 before it could transfer Crowsmarsh to the first and second claimants?[39]This leaves outstanding the question whether it was necessary under English law as the lex situs for the third claimant to have been formally registered as proprietor in place of 0048 in order for the third claimant to have acquired the owner’s powers under section 23 LRA 2002 to transfer Crowsmarsh to the first and second claimants.[40]The Claimants say not, because the transmission of title from 0048 to the third claimant was a disposition falling within LRA 2002 s. 27(5)(b). HMLR disputes that s. 27(5) is of any application; in its letter of 11 September 2025 it contends that:- The transfers and other dispositions by operation of law contemplated by section 27(5) LRA 2002 would seem to be those involving the operation of the law of England and Wales, not the operation of overseas law.[41]HMLR further contends by the letter that s. 27 would not be engaged at all in a true case of universal succession. It says this:- If the Court makes a declaration pursuant to CPR 40.20 that recognises continuity of legal personality, there would be no vesting of the legal estate. Instead, the legal estate would have remained vested in the same legal person (under BVI company law, which the law of England and Wales would then recognise). That being the case reference to vesting of the legal estate pursuant to section 27(5)(b) LRA 2002 in the court order would be incorrect. Of course, I have made no finding that the third claimant is the same legal person as 0048, in the absence of evidence of BVI law on the point and having found that it is unnecessary to do so for the purposes of the doctrine of universal succession.[42]LRA 2002 s. 27 provides so far as material as follows: Dispositions required to be registered(1) If a disposition of a registered estate or registered charge is required to be completed by registration, it does not operate at law until the relevant registration requirements are met.(2) In the case of a registered estate, the following are the dispositions which are required to be completed by registration – (a) a transfer … (5) This section applies to dispositions by operation of law as it applies to other dispositions, but with the exception of the following— (a) a transfer on the death or bankruptcy of an individual proprietor, (b) a transfer on the dissolution of a corporate proprietor, and (c) the creation of a legal charge which is a local land charge.[43]In my judgment, HMLR is correct in stating that s. 27 is of no application in this case, although my reasons for so concluding are slightly broader. As I construe the section, the transmission of title by universal succession is not “a transfer” under ss. (2)(a), nor does it otherwise fall within the list of “dispositions” set out in ss. (2) which are required to be completed by registration. As for ss. (5), this does not expand the list of applicable dispositions beyond those set out in ss. (2), but simply clarifies that it applies to the types of disposition set out in ss. (2) even though they come about by operation of law.[44]If I am wrong on this, I am doubtful whether the transmission of title effected on the merger of 0048 with the third claimant was excepted from the requirement for registration by reason of ss. (5)(b). I agree with HMLR that this provision applies to the vesting of property under English law in the Crown as bona vacantia consequential upon the dissolution of a company, whether by operation of what is now section 1012 of the Companies Act 2006 in cases of UK companies, or by operation of common law in the case of foreign companies which hold the property on trust (as was the case in Hamilton v Attorney-General). However it does not naturally extend to cases where title is vested in a surviving company as a result of the amalgamation or merger of two or more companies. Whilst it is no doubt the case that in consequence of a merger the constituent companies other than the surviving company will cease to exist as separate entities, that is an incidental by-product or consequence of the merger, and not in itself the reason why the property is transmitted to the surviving company. Moreover, it is not entirely clear, under BVI law, whether it is correct to talk of the merging companies being “dissolved” in consequence of the merger: section 173 (4) of the BVI Business Companies Act simply states that the constituent companies other than the surviving company are to be “struck off” the register, which may be a different thing from dissolution, although I have not had the benefit of evidence on this point. Conclusions and disposal[45]In conclusion, therefore, I am satisfied that the third claimant succeeded to title to Crowsmarsh in consequence of its merger with 0048; that was the effect of the BVI statute, which operated in substance as a universal succession recognised in English law. I am also satisfied that third claimant acquired owner’s powers to transfer Crowsmarsh to the first and second claimants under LRA 2002 s.23 and it was unnecessary for these purposes for it first to have been formally registered as proprietor in place of 0048.[46]I will accordingly make a declaration to that effect.[47]In the light of my conclusions on the principal ground of relief, it is unnecessary to deal with the two alternative routes proposed by the claimants in order to remedy the defect in title. I should record however that I am satisfied that it would have been appropriate in this case otherwise to make a vesting order in favour of the first and second claimants under section 44 of the Trustee Act on the basis that 0048 held Crowsmarsh on trust for them.