[2025] UKUT 00091 (IAC)

Mr Nasim and Mr Yarrow provided helpful skeleton arguments dated 24 December 2024 and 6 January 2025 respectively. I will only summarise their submissions here and will engage in the substance of them in the course of my substantive analysis, below.

In his oral submissions, Mr Nasim summarised the evolution of para. 144 of the Immigration Rules to what is now Appendix ROB. It is now no longer possible to obtain entry clearance as the sole representative of an overseas business, but one should look back to para. 144 of the rules as then in force to construe the basis upon which the first applicant was initially granted leave to enter.

Mr Nasim submitted that neither decision cited paras 5.1 nor 5.2 of Appendix ROB, concerning the genuineness requirement. Similarly, neither decision relied on other provisions of the rules, such as para. ROB 8.3, which states that an applicant must not have a majority stake in, or otherwise own or control a majority of the overseas business that they represent. There was, he said, no suggestion that the first applicant had a controlling stake in Serena UAE.

Turning to the requirements of para. ROB 8.6, Mr Nasim’s case was that the first applicant met all relevant requirements. The requirement for Serena Euro to be “wholly-owned” by Serena UAE was engaged at the time of the application, and at that point that requirement was met. The first applicant had provided everything that the Secretary of State had requested during the application process, in doing so providing more evidence than was required by the rules themselves. The rules were met. The application should not have been refused.

Mr Yarrow submitted that there were multiple reasons why the Secretary of State was entitled to refuse the application, and that any one of those reasons was fatal to the application.

First, on a proper construction of para. ROB 8.6(a), the overseas business must have been the majority shareholder in Serena Euro at the time of its incorporation. Since the first applicant was the sole shareholder at the point of Serena Euro’s incorporation, para. 8.6(a) could not be met.

Secondly, the Secretary of State was entitled to conclude on the evidence before her that the applicant did not “supervise” Serena Euro. That was because the second applicant was formerly a director of the company, and many (most) of the invoices and other formal documents issued to Serena Euro had been in the name of the second applicant.

Thirdly, the Secretary of State was entitled to conclude that Serena Euro did not meet the genuineness requirement. It was only at the eleventh hour that the corporate arrangements were changed such that the first applicant purportedly resumed a corporate role of any significance, and Serena UAE was not the majority shareholder throughout the majority of the time for which Serena Euro had been established.

Finally, no public law error arose from the impugned decisions not referring expressly to paras 5.1 and 5.2 of Appendix ROB. The decisions reflected the substantive requirements of Appendix ROB and provided sufficient reasons for their conclusions.

I reserved my decision.