Money

Apart from by a commercial sale, a ship may change ownership by operation of law.  Schedule 1 of the 1995 Act is headed ‘Private Law Provisions for Registered Ships’.  (In force since 1st January, 1996).  It deals with proprietary rights in registered ships. Paragraph 2(1) of Schedule 1 to the 1995 Act provides that any transfer of a registered ship, or share in such a ship, shall be effected by a bill of sale satisfying the prescribed requirements, unless the transfer will result in the ship ceasing to have a British connection. In respect of ‘lifting the corporate veil’, the seminal authority is taken from company law: Saloman v Salomon (1897).  The House of Lords accepted that if the form of the company was within the letter of the law, the courts should not look behind it to the substance.  Lord MacNaughten said that to hold otherwise would be founded on a misconception of the scope and effect of the Companies Act 1862.  Among the principal reasons which induce persons to form private companies are the desire to avoid the risk of bankruptcy and the increased facility afforded for borrowing money.  By means of a private company a trade can be carried on with limited liability and without exposing the persons behind the veil, in the event of failure, to the harsh provisions of bankruptcy law. Most of the cases where the courts have lifted the veil concern instances where the shareholders are using the company, deliberately or otherwise, as a desire to achieve certain benefits or to avoid obligations.  Precisely when the courts will regard the company as a mere cloak or sham is difficult to determine.  Lord Denning MR was a notable enthusiast for lifting the veil.  It is clear now, however, that the judiciary has once again become more conservative and is less willing to countenance lifting the veil.