Share Register Rectification: Primeo V Additional Liquidator Of Herald

When settling a list of shareholders in a solvent liquidation of a Cayman Islands company that has issued redeemable shares tied to a NAV, what is the scope of an official liquidator's power to rectify the register of members under section 112(2) of the Companies Law? When does an official liquidator have a duty to rectify the register under that provision?

In Primeo Fund ("Primeo") v Additional Liquidator of Herald Fund SPC ("Herald") (CICA 5/2017), the Cayman Islands Court of Appeal ("CICA") heard an appeal by Herald's additional liquidator ("Additional Liquidator") concerning the ambit of section 112(2). The CICA held (reversing Mr Justice Jones QC) that:

• the power to rectify a share register under section 112(2) can be exercised only to give effect to the shareholders' existing rights by a process of rectification which, if not effected, would mean that the true legal position was not entered on the register. It does not confer a power to remove rights, to