Shaheen Shan v Registrar of Companies: family business dispute turns on share transfer forgery and disputed director appointments

The High Court has upheld a claim by Shaheen Shan, executrix of her late husband Ali Akbar Shan's estate, to rectify the Companies House register of Yorkshire Halal Meat Supplier Limited (YHMS) following a series of disputed filings made by Ali's brothers shortly after his death in January 2022.

Ali died on 26 January 2022. Within days, his brothers Aftab and Sajad caused filings to be made at Companies House recording that both had been appointed directors of YHMS and Shans Supermarket Limited (SSL) on 25 January 2022 — the day before Ali died — and that the shareholding in YHMS had been restructured to give Aftab 150 shares against Ali's 60. Shaheen's claim was that those filings were unauthorised and that the register should reflect Ali's true shareholding of 150 shares at death, passing to his estate.

HHJ Richard Carter found in Shaheen's favour on all material issues.

The 2005 share transfer: minutes found to be unreliable

Central to Aftab's counterclaim was his assertion that Ali had sold him his 149 shares at a meeting on 8 July 2005 for £149, evidenced by minutes of a meeting he said he had prepared shortly afterwards. The minutes recorded precise start and finish times and recorded Ali as physically present.

Shaheen produced travel documents showing she and Ali had been in Barcelona and did not return to the UK until late that evening. Under cross-examination, Aftab's account shifted considerably — he suggested he had been "maybe a day out" on the date, that Ali had participated by telephone, and then that he "might have been there." The court found that the meeting as described in the minutes simply did not happen, and that Aftab's evolving evidence was an unpersuasive attempt to avoid that conclusion. The transfer of Ali's shares to Aftab in 2005 was not accepted.

The 2015 stock transfer forms

The court then considered whether Aftab had transferred 90 of his shares to Shaheen and Rukhsana Shan (45 each) in November 2015. Two stock transfer forms bore what appeared to be Aftab's signature. He denied all knowledge of them. The jointly instructed handwriting expert could reach no conclusion on authenticity, having been restricted by the absence of original documents.

Despite the unsatisfactory evidence of the accountant Mr Mahmood — whom the court viewed with scepticism — the judge was satisfied on the balance of probabilities that Aftab had signed the forms in accordance with Ali's wishes, consistent with Ali's well-evidenced pattern of exercising autocratic control over the family companies. Critically, this finding was supported by Aftab's own admissions to HMRC investigators in 2016 that he had not been involved in YHMS for around a decade and left all financial matters to Ali.

Director appointments: agreement is not appointment

On the question of the 25 January 2022 meeting, the court accepted that a discussion had taken place about future-proofing the businesses but held that an agreement to appoint directors was not, of itself, an appointment. Under the articles of association, only Ali — as sole director — could appoint additional directors outside a general meeting, and he died the following day before any formal step was taken. The subsequent filings recording Aftab and Sajad as directors of YHMS and SSL with effect from 25 January 2022 were therefore invalid.

The register of YHMS was ordered to be rectified to reflect Ali's 150 shares passing to his estate, with Aftab holding 60 shares and Shaheen and Rukhsana each holding 45. Both Aftab's and Sajad's purported director appointments were set aside.