From Void Acts To Personal Liability: The UKSC On BVI Director Accountability

• Published date: 27 January 2026
• Law Firm: Conyers
• Author: Aaron Mayers and Mark J. Forte

When is a former director liable for post-liquidation fiduciary breaches? The UK Supreme Court's decision in Mitchell and another (Joint Liquidators of MBI International & Partners Inc (in Liquidation)) v Sheikh Mohamed Bin Issa Al Jaber (No 2) UKSC/2024/0076 answers that question. This case explains when post-liquidation intermeddling with company assets triggers fiduciary accountability, and how courts should value loss where post-breach events are said to reduce the value of the loss to zero.

Background Summary

MBI International & Partners Inc, a BVI company, entered liquidation on 10 October 2011. Under section 175 of the Insolvency Act 2003 (the "Act"), custody and control of assets passed to the liquidator and directors' powers ceased. Nevertheless, in February-March 2016 the controlling director signed undated transfer forms "as Director" to divert 891,761 shares in JJW Hotels & Resorts Holding Inc to a Guernsey group entity and procured registration. The trial judge found this conduct to be dishonest.

In 2017 the shares were moved within the group and, following a July 2017 transfer of JJW Inc's assets and liabilities...