BVI Court Prevents BVI Company from Redomiciling to Preserve Enforcement Against its Shares

Key Parties and Brief General Background

(i)     Rana Al-Aggad (Rana) has three siblings, Talal (Talal), Tarek (Tarek) and Lama Al-Aggad who are the children of (i) the late Omar Al-Aggad (Omar), a Saudi Arabian national, who was a very successful entrepreneur, who had a particular focus in the Middle East; and (ii) their mother, Mrs Murad.

(ii)    Omar founded three (relevant) companies: (i) AICO International E.C. (AICO Bahrain) (ii) Omar Abdul-Fattah Al-Aggad & Partners (AICO Saudi) (which has limited relevance to the BVI proceedings) and (iii) Arab Palestinian Investment Company (APIC).

(iii)   Prior to his passing Omar transferred much of his wealth to his children; of particular relevance are the senior positions taken up by his sons: (1) Talal, as the Chairman and director of AICO Saudi (a company that is the subject of related but independent proceedings in England); and (2) Tarek as the Chairman, CEO and director of APIC. Both Talal (initially) and Tarek (subsequently and presently) were directors of a BVI company, Aggad International Investment Company (AIIC).

(iv)   AIIC, Talal and Tarek (together the Set Aside Applicants) applied to discharge the PL, oppose the liquidation application and to set aside an associated ex parte proprietary injunction obtained against AIIC over the APIC Shares in March 2024.

(v)    On 12 November 2025 Wallbank J appointed Aaron Gardner of FTI Consulting (BVI) Limited as liquidator of AICO Bahrain (the Liquidator).

(vi)   Both Rana (the Damages Claim) and AICO Bahrain (via its Liquidator) (the Proprietary Claim) had initiated claims in the BVI against AIIC with almost identical underlying facts and seeking almost identical relief (the Claims). The main difference was AICO Bahrain’s claim was (a proprietary claim) for the entirety of the shares AIIC hold in APIC, whereas Rana only sought damages for a proportion of those shares.

The APIC Applications

APIC was a central party to the Claims; after all, (a significant number of) APIC’s shares were the only material and realisable asset that AIIC (the sole Defendant to the Claims) owned. Despite this, the company was not a named party to either of the BVI proceedings.

By March 2024 the Claimants had both obtained critical ex parte injunctions against AIIC. The substantive return date to the provisional liquidator’s injunction (and the application to appoint a liquidator (not just a provisional liquidator)) had been set down for hearing in January 2025. For context, it was in the middle of this intervening period in August 2024 (during holiday season, when the BVI Court is closed), when the Claimants first discovered that APIC had taken formal steps seeking to redomicile itself from the BVI to Palestine.

Re-domiciliation

Section 184 of the BVI Business Companies Act, 2004 (as amended) (the BCA) provides for a scheme by which a company may re-domicile itself from the jurisdiction of the BVI to another jurisdiction, provided that jurisdiction also recognises the scheme.  This regime sees the company transplant itself from one jurisdiction to another, a feature that is unfamiliar to many other legal systems. See for example Concept Oil Services Ltd v En-Gen Group LLP & Ors [2013] EWHC 1897 (Comm) where a company sought to re-domicile from England to Anguilla; the English Court refused to recognise or permit the transfer, stating (amongst other things) that the English Courts did not recognise the power to redomicile and that all the company had actually achieved was to; (i) incorporate a new company, and then (ii) transfer the existing English company’s assets to the (new) Anguillan company; in so doing initiating a transaction which was capable of being set aside pursuant to Section 423 of the English Insolvency Act 1986.

It is clear that where the power to redomicile is exercised, it can cause a range of difficulties; examples include:

(i)  Concept Oil, where the attempt brought about two companies with the same name;

(ii)  Donna Union Foundation v. Koshigi (BVIHCMAPP2018/0043 and 0050), where the Eastern Caribbean Court of Appeal refused to set aside a receivership order made in the BVI against a company which had re-domiciled (again, to Anguilla); and

(ii)  Pretlove v. Koshigi (BVIHC (COM) 231 of 2018) where the BVI company found itself the subject of two conflicting receiverships, the situation only resolved where the Chief Justice transferred the Anguillan litigation to the BVI.

Taking account of the above authorities, it is important to also highlight that in January 2024 the BVI implemented a statutory amendment in the form of s.184(1B)(b)(iv) of the BCA which requires the Company to confirm (amongst other things) that there are no extant proceedings against it before it can re-domicile.

The Redomiciliation Application

(a) It should therefore have been no surprise that the Claimants considered it imperative that APIC should remain within the jurisdiction, under the purview of the BVI Court; for its part, APIC sought the variation of an injunction which would allow it to re-domicile itself, claiming that if it was not allowed to redomicile itself then the company would (amongst other things) lose one of its main clients, the Palestinian government. APIC’s position: APIC sought to persuade the Court that obtaining injunctive relief (against them) would be an enormous overstep of jurisdiction and would impose undue constraints on a non-party to a BVI claim. It was (after all, submitted by APIC): (i) that it was publicly traded company that is listed on the Palestinian Stock Exchange that maintains an entirely independent board of directors; and (ii) that its directors had, after due consideration, considered it to be in the best interests of the company to move jurisdictions.

(b) The Claimants’ position: APIC redomiciling to Palestine would make enforcement against the APIC Shares (should their claim succeed) extremely difficult, if not impossible. APIC had been domiciled in the BVI for 30 years. Tarek (the sole shareholder of AIIC) was the CEO and Chairman of APIC. The timing of the decision to redomicile APIC was said to be more than just coincidence. Especially when the principal reasons for redomiciliation were scrutinised. As such, the allegations against AIIC (and Tarek) should be sufficient to grant the relief sought due to (amongst other things) the doctrine of attribution.

Court Findings

On 6 May 2025 Wallbank J determined that it was appropriate and justifiable to restrain APIC and in so doing prevent the company from re-domiciling. In his oral judgment (which spanned well over 30m) the Judge made the following observations):

A.     APIC’s Application:

(i)  APIC was not to be prevented from re-domiciling as a result of the extant ex parte injunctions. The judge reasoned (amongst other things) that, notwithstanding that APIC was on notice of these orders, the orders themselves made it very clear who they were intended to grant relief against – that is the sole respondent, AIIC. While the APIC shares were referenced in the injunction, the Judge took a literal interpretation of the order, such orders being both “extraordinary” and “draconian”. In so doing he found the wording to be insufficient in circumstances where APIC was not a direct party to the injunction order. In summary, APIC succeeded on their application.

B.    The Claimants’ Application:

(ii)  Notwithstanding the above, the Judge was satisfied that, on the facts, Tarek did ultimately sufficiently control APIC (despite the outward appearance of an independent board). The Judge was also satisfied that there was sufficient evidence before him to consider that Tarek (and his other siblings) seemed to be the main architects of what appeared to be a serious fraud against both Rana and her mother. The Judge accordingly found that, on that basis, there would be a real and significant prejudice to the Claimants, should APIC be permitted to redomicile and such prejudice may well be irreversible.

(iii)  On the basis of the (summary) above the Judge determined:

a.  Re the injunction: APIC should be restrained from redomiciling pending conclusion of the Claimants’ claims or further order. In so doing the Judge determined:

i.  that APIC’s contention that (if it does not redomicile immediately) it will suffer prejudice is speculative, inherently improbable and entirely without evidential foundation;

ii.  redomiciliation would cause considerable irremediable prejudice to the Claimants.

iii.  the Claimants have a good arguable case on the merits;

iv.  the redomiciliation of APIC (and therefore the APIC shares):

1. 1. 1. would not be in the ordinary course of business;
      2.  would render those shares less valuable or unavailable for the purposes of enforcement.

v.  Ordering an injunction would, on balance, be just and convenient.

b.   Re s. 184 of the BCA. Having already set-out his reasoning in relation to the injunction (see above), the Judge only provided one additional reason why APIC could not satisfy this statutory provision; the Judge determined that in order to satisfy the conditions of s. 184, a BVI company must be seeking to redomicile in the ordinary course of business. Having already determined that this was not the case (see above), the Judge directed and ordered that it would be a clear violation of s. 184 of the BCA to permit APIC to redomicile in the present circumstances.

Remarks

These remarkable interim applications provide a snapshot into the repeated nature of the complex, high-value and novel proceedings that come before the BVI Court as well as the Court’s clear, willingness to consider the plight of (alleged) victims of fraud and take decisive and immediate steps to come to their aid.

David Mumford KC led Edward Armitage (of Maitland Chambers), Alex Farara (of New Square Chambers) as well as Daniel Mitchell and Fay O’Halloran of Appleby on behalf of the Claimants.