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In force since 2026-10-01, as the publisher states.
Copy read on 2026-11-08. The page it was read from
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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A person who gives, or agrees or offers to give, to any member or creditor of a company any valuable consideration with a view to securing his own appointment or nomination, or to securing or preventing the appointment or nomination of some person other than himself, as the company’s liquidator is liable to a fine.
Propose a change(1) This section has effect where a company is being wound up voluntarily, but subject to section 166 below in the case of a creditor’s voluntary winding up. (2) The liquidator may exercise any of the powers specified in Parts 1 to 3 of Schedule 4. (4) The liquidator may— (a) exercise the court’s power of settling a list of contributories (which list is prima facie evidence of the liability of the persons named in it to be contributories), (b) exercise the court’s power of making calls, (c) summon general meetings of the company for the purpose of obtaining its sanction by special resolution or for any other purpose he may think fit. (5) The liquidator shall pay the company’s debts and adjust the rights of the contributories among themselves. (6) Where the liquidator in exercise of the powers conferred on him by this Act disposes of any property of the company to a person who is connected with the company (within the meaning of section 249 in Part VII), he shall, if there is for the time being a liquidation committee, give notice to the committee of that exercise of his powers.
Propose a change(1) This section applies where, in the case of a creditors’ voluntary winding up, a liquidator has been nominated by the company. (1A) The exercise by the liquidator of the power specified in paragraph 6 of Schedule 4 to this Act (power to sell any of the company's property) shall not be challengeable on the ground of any prior inhibition. (2) The powers conferred on the liquidator by section 165 shall not be exercised, except with the sanction of the court, before— (a) the company's creditors under section 100 nominate a person to be liquidator, or (b) the procedure by which the company's creditors were to have made such a nomination concludes without a nomination having been made. (3) Subsection (2) does not apply in relation to the power of the liquidator— (a) to take into his custody or under his control all the property to which the company is or appears to be entitled; (b) to dispose of perishable goods and other goods the value of which is likely to diminish if they are not immediately disposed of; and (c) to do all such other things as may be necessary for the protection of the company’s assets. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) If the directors fail to comply with— (a) section 99(1), (2) or (2A), or (b) section 100(1B), the liquidator shall, within 7 days of the relevant day, apply to the court for directions as to the manner in which that default is to be remedied. (6) “The relevant day” means the day on which the liquidator was nominated by the company or the day on which he first became aware of the default, whichever is the later. (7) If the liquidator without reasonable excuse fails to comply with this section, he is liable to a fine.
Propose a change(1) Where a company is being wound up by the court, the liquidator may exercise any of the powers specified in Parts 1 to 3 of Schedule 4. (2) Where the liquidator (not being the official receiver), in exercise of the powers conferred on him by this Act— (a) disposes of any property of the company to a person who is connected with the company (within the meaning of section 249 in Part VII) or (b) employs a solicitor to assist him in the carrying out of his functions, he shall, if there is for the time being a liquidation committee, give notice to the committee of that exercise of his powers. (3) The exercise by the liquidator in a winding up by the court of the powers conferred by this section is subject to the control of the court, and any creditor or contributory may apply to the court with respect to any exercise or proposed exercise of any of those powers.
Propose a change(1) This section applies in the case of a company which is being wound up by the court in England and Wales. (2) The liquidator may seek a decision on any matter from the company's creditors or contributories; and must seek a decision on a matter— (a) from the company's creditors, if requested to do so by one-tenth in value of the creditors; (b) from the company's contributories, if requested to do so by one-tenth in value of the contributories. (3) The liquidator may apply to the court (in the prescribed manner) for directions in relation to any particular matter arising in the winding up. (4) Subject to the provisions of this Act, the liquidator shall use his own discretion in the management of the assets and their distribution among the creditors. (5) If any person is aggrieved by an act or decision of the liquidator, that person may apply to the court; and the court may confirm, reverse or modify the act or decision complained of, and make such order in the case as it thinks just. (5A) Where at any time after a winding-up petition has been presented to the court against any person (including an insolvent partnership or other body which may be wound up under Part V of the Act as an unregistered company), whether by virtue of the provisions of the Insolvent Partnerships Order 1994 or not, the attention of the court is drawn to the fact that the person in question is a member of an insolvent partnership, the court may make an order as to the future conduct of the insolvency proceedings and any such order may apply any provisions of that Order with any necessary modifications. (5B) Any order or directions under subsection (5A) may be made or given on the application of the official receiver, any responsible insolvency practitioner, the trustee of the partnership or any other interested person and may include provisions as to the administration of the joint estate of the partnership, and in particular how it and the separate estate of any member are to be administered. (5C) Where the court makes an order for the winding up of an insolvent partnership under— (a) section 72(1)(a) of the Financial Services Act 1986; (b) section 92(1)(a) of the Banking Act 1987; or (c) section 367(3)(a) of the Financial Services and Markets Act 2000, the court may make an order as to the future conduct of the winding up proceedings, and any such order may apply any provisions of the Insolvent Partnerships Order 1994 with any necessary modifications.
Propose a change(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) In a winding up by the court in Scotland, the liquidator has (subject to the rules) the same powers as a trustee on a bankrupt estate.
Propose a change(1) If a liquidator who has made any default— (a) in filing, delivering or making any return, account or other document, or (b) in giving any notice which he is by law required to file, deliver, make or give, fails to make good the default within 14 days after the service on him of a notice requiring him to do so, the court has the following powers. (2) On an application made by any creditor or contributory of the company, or by the registrar of companies, the court may make an order directing the liquidator to make good the default within such time as may be specified in the order. (3) The court’s order may provide that all costs of and incidental to the application shall be borne by the liquidator. (4) Nothing in this section prejudices the operation of any enactment imposing penalties on a liquidator in respect of any such default as is mentioned above.
Propose a change(1) This section applies with respect to the removal from office and vacation of office of the liquidator of a company which is being wound up voluntarily. (2) Subject to the next subsection, the liquidator may be removed from office only by an order of the court or— (a) in the case of a members’ voluntary winding up, by a general meeting of the company summoned specially for that puropose, or (b) in the case of a creditors’ voluntary winding up, by a decision of the company's creditors made by a qualifying decision procedure instigated specially for that purpose in accordance with the rules. (3) Where the liquidator in a members' voluntary winding up was appointed by the court under section 108, a meeting such as is mentioned in subsection (2)(a) shall be summoned only if— (a) the liquidator thinks fit, (b) the court so directs, or (c) the meeting is requested in accordance with the rules by members representing not less than one-half of the total voting rights of all the members having at the date of the request a right to vote at the meeting. (3A) Where the liquidator in a creditors' voluntary winding up was appointed by the court under section 108, a qualifying decision procedure such as is mentioned in subsection (2)(b) is to be instigated only if— (a) the liquidator thinks fit, (b) the court so directs, or (c) it is requested in accordance with the rules by not less than one-half in value of the company's creditors. (4) A liquidator shall vacate office if he ceases to be a person who is qualified to act as an insolvency practitioner in relation to the company. (5) A liquidator may, in the prescribed circumstances, resign his office by giving notice of his resignation to the registrar of companies. (6) In the case of a members' voluntary winding up where the liquidator has produced an account of the winding up under section 94 (final account), the liquidator vacates office as soon as the liquidator has complied with section 94(3) (requirement to send final account to registrar). (7) In the case of a creditors' voluntary winding up where the liquidator has produced an account of the winding up under section 106 (final account), the liquidator vacates office as soon as the liquidator has complied with section 106(3) (requirement to send final account etc. to registrar).
Propose a change(1) This section applies with respect to the removal from office and vacation of office of the liquidator of a company which is being wound up by the court, or of a provisional liquidator. (2) Subject as follows, the liquidator may be removed from office only by an order of the court or by a decision of the company's creditors made by a qualifying decision procedure instigated specially for that purpose in accordance with the rules; and a provisional liquidator may be removed from office only by an order of the court. (3) Where— (a) the official receiver is liquidator otherwise than in succession under section 136(3) to a person who held office as a result of a nomination by ... the company’s creditors or contributories, or (b) the liquidator was appointed by the court otherwise than under section 139(4)(a) or 140(1), or was appointed by the Secretary of State, a qualifying decision procedure such as is mentioned in subsection (2) shall be instigated only if the liquidator thinks fit, the court so directs, or it is requested, in accordance with the rules, by not less than one-quarter, in value, of the creditors. (4) If appointed by the Secretary of State, the liquidator may be removed from office by a direction of the Secretary of State. (5) A liquidator or provisional liquidator, not being the official receiver, shall vacate office if he ceases to be a person who is qualified to act as an insolvency practitioner in relation to the company. (6) A liquidator may, in the prescribed circumstances, resign his office by giving notice of his resignation to the court. (7) Where an order is made under section 204 (early dissolution in Scotland) for the dissolution of the company, the liquidator shall vacate office when the dissolution of the company takes effect in accordance with that section. (8) Where the liquidator has produced an account of the winding up under section 146 (final account), the liquidator vacates office as soon as the liquidator has complied with section 146(4) (requirement to send account etc. to registrar and to court). (9) Subsection (10) applies where, immediately before a liquidator gives notice to the court and the registrar under subsection (8) (or, where the liquidator gives notice to the court and the registrar on different days, immediately before the liquidator gives the first of those notices), there are EU insolvency proceedings open in respect of the company in one or more other member States. (10) The liquidator must send to the court and the registrar, with the notice, a statement— (a) identifying those proceedings, (b) identifying the member State liquidator appointed in each of those proceedings, and (c) indicating, in relation to each of those member State liquidators, whether that member State liquidator consents to the company being dissolved.
Propose a change(1) This section applies with respect to the release of the liquidator of a company which is being wound up voluntarily. (2) A person who has ceased to be a liquidator shall have his release with effect from the following time, that is to say— (a) in the following cases, the time at which notice is given to the registrar of companies in accordance with the rules that the person has ceased to hold office— (i) the person has been removed from office by a general meeting of the company, (ii) the person has been removed from office by a decision of the company's creditors and the company's creditors have not decided against his release, (iii) the person has died; (b) in the following cases, such time as the Secretary of State may, on the application of the person, determine— (i) the person has been removed from office by a decision of the company's creditors and the company's creditors have decided against his release, (ii) the person has been removed from office by the court, (iii) the person has vacated office under section 171(4); (c) in the case of a person who has resigned, such time as may be prescribed; (d) in the case of a person who has vacated office under subsection (6) of section 171, the time at which he vacated office; (e) in the case of a person who has vacated office under section 171(7)— (i) if any of the company's creditors objected to the person's release before the end of the period for so objecting prescribed by the rules, such time as the Secretary of State may, on an application by that person, determine, and (ii) otherwise, the time at which the person vacated office. (2A) Where the person is removed from office by a decision of the company's creditors, any decision of the company's creditors as to whether the person should have his release must be made by a qualifying decision procedure. (3) In the application of subsection (2) to the winding up of a company registered in Scotland, the references to a determination by the Secretary of State as to the time from which a person who has ceased to be liquidator shall have his release are to be read as references to such a determination by the Accountant of Court. (4) Where a liquidator has his release under subsection (2), he is, with effect from the time specified in that subsection, discharged from all liability both in respect of acts or omissions of his in the winding up and otherwise in relation to his conduct as liquidator. But nothing in this section prevents the exercise, in relation to a person who has had his release under subsection (2), of the court’s powers under section 212 of this Act (summary remedy against delinquent directors, liquidators, etc.).
Propose a change(1) This section applies with respect to the release of the liquidator of a company which is being wound up by the court, or of a provisional liquidator. (2) Where the official receiver has ceased to be liquidator and a person becomes liquidator in his stead, the official receiver has his release with effect from the following time, that is to say— (a) in a case where that person was nominated by the company's creditors or contributories, or was appointed by the Secretary of State, the time at which the official receiver gives notice to the court that he has been replaced; (b) in a case where that person is appointed by the court, such time as the court may determine. (3) If the official receiver while he is a liquidator gives notice to the Secretary of State that the winding up is for practical purposes complete, he has his release with effect from such time as the Secretary of State may determine. (4) A person other than the official receiver who has ceased to be a liquidator has his release with effect from the following time, that is to say— (a) in the following cases, the time at which notice is given to the court in accordance with the rules that the person has ceased to hold office— (i) the person has been removed from office by a decision of the company's creditors and the company's creditors have not decided against his release, (ii) the person has died; (b) in the following cases, such time as the Secretary of State may, on the application of the person, determine— (i) the person has been removed from office by a decision of the company's creditors and the company's creditors have decided against his release; (ii) the person has been removed from office by the court or the Secretary of State; (iii) the person has vacated office under section 172(5) or (7); (c) in the case of a person who has resigned, such time as may be prescribed; (d) in the case of a person who has vacated office under section 172(8)— (i) if any of the company's creditors objected to the person's release before the end of the period for so objecting prescribed by the rules, such time as the Secretary of State may, on an application by that person, determine, and (ii) otherwise, the time at which the person vacated office. (4ZA) Where the person is removed from office by a decision of the company's creditors, any decision of the company's creditors as to whether the person should have his release must be made by a qualifying decision procedure. (4A) Where a winding-up order made by the court in England and Wales is rescinded, the person (whether the official receiver or another person) who is the liquidator of the company at the time the order is rescinded has his release with effect from such time as the court may determine. (5) A person who has ceased to hold office as a provisional liquidator has his release with effect from such time as the court may, on an application by him, determine. (6) Where the official receiver or a liquidator or provisional liquidator has his release under this section, he is, with effect from the time specified in the preceding provisions of this section, discharged from all liability both in respect of acts or omissions of his in the winding up and otherwise in relation to his conduct as liquidator or provisional liquidator. But nothing in this section prevents the exercise, in relation to a person who has had his release under this section, of the court’s powers under section 212 (summary remedy against delinquent directors, liquidators, etc.). (7) In the application of this section to a case where the order for winding up has been made by the court in Scotland, the references to a determination by the Secretary of State as to the time from which a person who has ceased to be liquidator has his release are to such a determination by the Accountant of Court.
Propose a change(1) This section applies where proceedings for the winding up of a company are begun before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the company under Part A1. (2) In the winding up, the following are payable out of the company’s assets (in the order of priority shown) in preference to all other claims— (a) any prescribed fees or expenses of the official receiver acting in any capacity in relation to the company; (b) moratorium debts and priority pre-moratorium debts. (3) In subsection (2)(b) “priority pre-moratorium debt” means— (a) any pre-moratorium debt that is payable in respect of— (i) the monitor’s remuneration or expenses, (ii) goods or services supplied during the moratorium, (iii) rent in respect of a period during the moratorium, or (iv) wages or salary arising under a contract of employment, so far as relating to a period of employment before or during the moratorium, (b) any pre-moratorium debt that— (i) consists of a liability to make a redundancy payment, and (ii) fell due before or during the moratorium, and (c) any pre-moratorium debt that— (i) arises under a contract or other instrument involving financial services, (ii) fell due before or during the moratorium, and (iii) is not relevant accelerated debt (see subsection (4)). (4) For the purposes of subsection (3)(c)— “relevant accelerated debt” means any pre-moratorium debt that fell due during the relevant period by reason of the operation of, or the exercise of rights under, an acceleration or early termination clause in a contract or other instrument involving financial services; “the relevant period” means the period— beginning with the day on which the statement under section A6(1)(e) is made, and ending with the last day of the moratorium. (5) The rules may make provision as to the order in which the debts mentioned in subsection (2)(b) rank among themselves in a case where the assets of the company are insufficient to meet them in full. (6) The Secretary of State may by regulations made by statutory instrument amend this section for the purposes of changing the definition of “moratorium debt” or “priority pre-moratorium debt” in this section. (7) Regulations under subsection (6) may make consequential, supplementary, incidental or transitional provision or savings. (8) A statutory instrument containing regulations under subsection (6) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament. (9) For the purposes of this section proceedings for the winding up of a company are begun when— (a) a winding-up petition is presented, or (b) a resolution for voluntary winding up is passed. (10) Any rules made under section A18(4) (meaning of supply of goods or services) apply also for the purposes of subsection (3)(a)(ii) of this section. (11) In this section— “acceleration or early termination clause”, in relation to a contract or other instrument involving financial services, means a provision of the contract or other instrument— under which, on the happening of an event— a debt or other liability falls due earlier than it otherwise would, or a debt or other liability is terminated and replaced by another debt or liability, or which confers on a party a right which, if exercised, will result in — a debt or other liability falling due earlier than it otherwise would, or a debt or other liability being terminated and replaced by another debt or liability; “contract or other instrument involving financial services” has the same meaning as it has for the purposes of section A18 (see Schedule ZA2); “monitor’s remuneration or expenses” has the meaning given by section A18; “moratorium debt” has the meaning given by section A53; “pre-moratorium debt” has the meaning given by section A53; “redundancy payment” has the meaning given by section A18; “wages or salary” has the meaning given by section A18.
Propose a change(1) In a winding up the company’s preferential debts ... shall be paid in priority to all other debts after the payment of— (a) any liabilities to which section 174A applies, and (b) expenses of the winding up. (1A) Ordinary preferential debts rank equally among themselves ... and shall be paid in full, unless the assets are insufficient to meet them, in which case they abate in equal proportions. (1B) Secondary preferential debts rank equally among themselves after the ordinary preferential debts and shall be paid in full, unless the assets are insufficient to meet them, in which case they abate in equal proportions. (2) Preferential debts— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures secured by, or holders of, any floating charge created by the company, and shall be paid accordingly out of any property comprised in or subject to that charge. (3) In this section “preferential debts”, “ordinary preferential debts” and “secondary preferential debts” each has the meaning given in section 386 in Part 12.
Propose a change(1) This section applies where a company is being wound up by the court in England and Wales, and is without prejudice to section 128 (avoidance of attachments, etc.). (2) Subsection (2A) applies where— (a) any person (whether or not a landlord or person entitled to rent) has distrained upon the goods or effects of the company, or (b) Her Majesty's Revenue and Customs has been paid any amount from an account of the company under Part 1 of Schedule 8 to the Finance (No. 2) Act 2015 (enforcement by deduction from accounts), in the period of 3 months ending with the date of the winding-up order. (2A) Where this subsection applies— (a) in a case within subsection (2)(a), the goods or effects, or the proceeds of their sale, and (b) in a case within subsection (2)(b), the amount in question, is charged for the benefit of the company with the preferential debts of the company to the extent that the company's property is for the time being insufficient for meeting those debts. (3) Where by virtue of a charge under subsection (2A) any person surrenders any goods or effects to a company or makes a payment to a company, that person ranks, in respect of the amount of the proceeds of sale of those goods or effects by the liquidator or (as the case may be) the amount of the payment, as a preferential creditor of the company, except as against so much of the company’s property as is available for the payment of preferential creditors by virtue of the surrender or payment.
Propose a change(1) This section applies in the winding up of a company which is a relevant financial institution. (2) The company’s ordinary non-preferential debts shall be paid in priority to its secondary non-preferential debts. (3) The company’s secondary non-preferential debts— (a) shall be paid in priority to its tertiary non-preferential debts, and (b) rank equally among themselves after the ordinary non-preferential debts and shall be paid in full, unless the assets are insufficient to meet them, in which case they abate in equal proportions. (4) See section 387A for definitions relevant to this section.
Propose a change(1) The expenses of winding up in England and Wales, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over any claims to property comprised in or subject to any floating charge created by the company and shall be paid out of any such property accordingly. (2) In subsection (1)— (a) the reference to assets of the company available for payment of general creditors does not include any amount made available under section 176A(2)(a); (b) the reference to claims to property comprised in or subject to a floating charge is to the claims of— (i) the holders of debentures secured by, or holders of, the floating charge, and (ii) any preferential creditors entitled to be paid out of that property in priority to them. (3) Provision may be made by rules restricting the application of subsection (1), in such circumstances as may be prescribed, to expenses authorised or approved— (a) by the holders of debentures secured by, or holders of, the floating charge and by any preferential creditors entitled to be paid in priority to them, or (b) by the court. (4) References in this section to the expenses of the winding up are to all expenses properly incurred in the winding up, including the remuneration of the liquidator.
Propose a change(1) This section applies where— (a) there is a floating charge (whether created before or after the coming into force of this section) which relates to property of a company which— (i) is in administration, or (ii) has gone into liquidation; and (b) the administrator or the liquidator (referred to in this section as “the office-holder”) has— (i) brought a claim under any provision mentioned in subsection (3), or (ii) made an assignment (or, in Scotland, assignation) in relation to a right of action under any such provision under section 246ZD. (2) The proceeds of the claim or assignment (or, in Scotland, assignation) are not to be treated as part of the company's net property, that is to say the amount of its property which would be available for satisfaction of claims of holders of debentures secured by, or holders of, any floating charge created by the company. (3) The provisions are— (a) section 213 or 246ZA (fraudulent trading); (b) section 214 or 246ZB (wrongful trading); (c) section 238 (transactions at an undervalue (England and Wales)); (d) section 239 (preferences (England and Wales)); (e) section 242 (gratuitous alienations (Scotland)); (f) section 243 (unfair preferences (Scotland)); (g) section 244 (extortionate credit transactions). (4) Subsection (2) does not apply to a company if or in so far as it is disapplied by— (a) a voluntary arrangement in respect of the company, or (b) a compromise or arrangement agreed under Part 26 or 26A of the Companies Act 2006 (arrangements and reconstructions).
Propose a change(1) This section applies where a floating charge relates to property of a company— (a) which has gone into liquidation, (b) which is in administration, (c) of which there is a provisional liquidator, or (d) of which there is a receiver. (2) The liquidator, administrator or receiver— (a) shall make a prescribed part of the company’s net property available for the satisfaction of unsecured debts, and (b) shall not distribute that part to the proprietor of a floating charge except in so far as it exceeds the amount required for the satisfaction of unsecured debts. (3) Subsection (2) shall not apply to a company if— (a) the company’s net property is less than the prescribed minimum, and (b) the liquidator, administrator or receiver thinks that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits. (4) Subsection (2) shall also not apply to a company if or in so far as it is disapplied by— (a) a voluntary arrangement in respect of the company, or (b) a compromise or arrangement agreed under Part 26 or 26A of the Companies Act 2006 (arrangements and reconstructions). (5) Subsection (2) shall also not apply to a company if— (a) the liquidator, administrator or receiver applies to the court for an order under this subsection on the ground that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits, and (b) the court orders that subsection (2) shall not apply. (6) In subsections (2) and (3) a company’s net property is the amount of its property which would, but for this section, be available for satisfaction of claims of holders of debentures secured by, or holders of, any floating charge created by the company. (7) An order under subsection (2) prescribing part of a company’s net property may, in particular, provide for its calculation— (a) as a percentage of the company’s net property, or (b) as an aggregate of different percentages of different parts of the company’s net property. (8) An order under this section— (a) must be made by statutory instrument, and (b) shall be subject to annulment pursuant to a resolution of either House of Parliament. (9) In this section— “floating charge” means a charge which is a floating charge on its creation and which is created after the first order under subsection (2)(a) comes into force, and “prescribed” means prescribed by order by the Secretary of State. (10) An order under this section may include transitional or incidental provision.
Propose a change(1) Where a company has gone into liquidation or a provisional liquidator has been appointed, the court may, on an application under this section, appoint any person to be the special manager of the business or property of the company. (2) The application may be made by the liquidator or provisional liquidator in any case where it appears to him that the nature of the business or property of the company, or the interests of the company’s creditors or contributories or members generally, require the appointment of another to manage the company’s business or property. (3) The special manager has such powers as may be entrusted to him by the court. (4) The court’s power to entrust powers to the special manager includes power to direct that any provision of this Act that has effect in relation to the provisional liquidator or liquidator of a company shall have the like effect in relation to the special manager for the purposes of the carrying out by him of any of the functions of the provisional liquidator or liquidator. (5) The special manager shall— (a) give such security or, in Scotland, caution, as may be prescribed; (b) prepare and keep such accounts as may be prescribed; and (c) produce those accounts in accordance with the rules to the Secretary of State or to such other persons as may be prescribed.
Propose a change(1) This and the next two sections apply to a company that is being wound up in England and Wales. (2) Subject as follows, the liquidator may, by the giving of the prescribed notice, disclaim any onerous property and may do so notwithstanding that he has taken possession of it, endeavoured to sell it, or otherwise exercised rights of ownership in relation to it. (3) The following is onerous property for the purposes of this section— (a) any unprofitable contract, and (b) any other property of the company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act. (4) A disclaimer under this section— (a) operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company in or in respect of the property disclaimed; but (b) does not, except so far as is necessary for the purpose of releasing the company from any liability, affect the rights or liabilities of any other person. (5) A notice of disclaimer shall not be given under this section in respect of any property if— (a) a person interested in the property has applied in writing to the liquidator or one of his predecessors as liquidator requiring the liquidator or that predecessor to decide whether he will disclaim or not, and (b) the period of 28 days beginning with the day on which that application was made, or such longer period as the court may allow, has expired without a notice of disclaimer having been given under this section in respect of that property. (6) Any person sustaining loss or damage in consequence of the operation of a disclaimer under this section is deemed a creditor of the company to the extent of the loss or damage and accordingly may prove for the loss or damage in the winding up.
Propose a change(1) The disclaimer under section 178 of any property of a leasehold nature does not take effect unless a copy of the disclaimer has been served (so far as the liquidator is aware of their addresses) on every person claiming under the company as underlessee or mortgagee and either— (a) no application under section 181 below is made with respect to that property before the end of the period of 14 days beginning with the day on which the last notice served under this subsection was served; or (b) where such an application has been made, the court directs that the disclaimer shall take effect. (2) Where the court gives a direction under subsection (1)(b) it may also, instead of or in addition to any order it makes under section 181, make such orders with respect to fixtures, tenant’s improvements and other matters arising out of the lease as it thinks fit.
Propose a change(1) The following applies where, in consequence of the disclaimer under section 178 of any land subject to a rentcharge, that land vests by operation of law in the Crown or any other person (referred to in the next subsection as “the proprietor”). (2) The proprietor and the successors in title of the proprietor are not subject to any personal liability in respect of any sums becoming due under the rentcharge except sums becoming due after the proprietor, or some person claiming under or through the proprietor, has taken possession or control of the land or has entered into occupation of it.
Propose a change(1) This section and the next apply where the liquidator has disclaimed property under section 178. (2) An application under this section may be made to the court by— (a) any person who claims an interest in the disclaimed property, or (b) any person who is under any liability in respect of the disclaimed property, not being a liability discharged by the disclaimer. (3) Subject as follows, the court may on the application make an order, on such terms as it thinks fit, for the vesting of the disclaimed property in, or for its delivery to— (a) a person entitled to it or a trustee for such a person, or (b) a person subject to such a liability as is mentioned in subsection (2)(b) or a trustee for such a person. (4) The court shall not make an order under subsection (3)(b) except where it appears to the court that it would be just to do so for the purpose of compensating the person subject to the liability in respect of the disclaimer. (5) The effect of any order under this section shall be taken into account in assessing for the purpose of section 178(6) the extent of any loss or damage sustained by any person in consequence of the disclaimer. (6) An order under this section vesting property in any person need not be completed by conveyance, assignment or transfer.
Propose a change(1) The court shall not make an order under section 181 vesting property of a leasehold nature in any person claiming under the company as underlessee or mortgagee except on terms making that person— (a) subject to the same liabilities and obligations as the company was subject to under the lease at the commencement of the winding up, or (b) if the court thinks fit, subject to the same liabilities and obligations as that person would be subject to if the lease had been assigned to him at the commencement of the winding up. (2) For the purposes of an order under section 181 relating to only part of any property comprised in a lease, the requirements of subsection (1) apply as if the lease comprised only the property to which the order relates. (3) Where subsection (1) applies and no person claiming under the company as underlessee or mortgagee is willing to accept an order under section 181 on the terms required by virtue of that subsection, the court may, by order under that section, vest the company’s estate or interest in the property in any person who is liable (whether personally or in a representative capacity, and whether alone or jointly with the company) to perform the lessee’s covenants in the lease. The court may vest that estate and interest in such a person freed and discharged from all estates, incumbrances and interests created by the company. (4) Where subsection (1) applies and a person claiming under the company as underlessee or mortgagee declines to accept an order under section 181, that person is excluded from all interest in the property.
Propose a change(1) Where a creditor has issued execution against the goods or land of a company or has attached any debt due to it, and the company is subsequently wound up, he is not entitled to retain the beneift of the execution or attachment against the liquidator unless he has completed the execution or attachment before the commencement of the winding up. (2) However— (a) if a creditor has had notice of a meeting having been called at which a resolution for voluntary winding up is to be proposed, the date on which he had notice is substituted, for the purpose of subsection (1), for the date of commencement of the winding up; (b) a person who purchases in good faith under a sale by the enforcement officer or other officer charged with the execution of the writ any goods of a company on which execution has been levied in all cases acquires a good title to them against the liquidator; and (c) the rights conferred by subsection (1) on the liquidator may be set aside by the court in favour of the creditor to such extent and subject to such terms as the court thinks fit. (3) For purposes of this Act— (a) an execution against goods is completed by seizure and sale, or by making of a charging order under section 1 of the Charging Orders Act 1979; (b) an attachment of a debt is completed by receipt of the debt; and (c) an execution against land is completed by seizure, by the appointment of a receiver, or by the making of a charging order under section 1 of the Act above-mentioned. (4) In this section “goods” includes all chattels personal; and “enforcement officer” means an individual who is authorised to act as an enforcement officer under the Courts Act2003. (4A) For the purposes of this section, Her Majesty's Revenue and Customs is to be regarded as having attached a debt due to a company if it has taken action under Part 1 of Schedule 8 to the Finance (No. 2) Act 2015 (enforcement by deduction for accounts) as a result of which an amount standing to the credit of an account held by the company is— (a) subject to arrangements made under paragraph 6(3) of that Schedule, or (b) the subject of a deduction notice under paragraph 13 of that Schedule. (5) This section does not apply in the case of a winding up in Scotland.
Propose a change(1) The following applies where a company’s goods are taken in execution and, before their sale or the completion of the execution (by the receipt or recovery of the full amount of the levy), notice is served on the enforcement officer, or other officer, charged with execution of the writ or other process, that a provisional liquidator has been appointed or that a winding-up order has been made, or that a resolution for voluntary winding up has been passed. (2) The enforcement officer or other officer shall, on being so required, deliver the goods and any money seized or received in part satisfaction of the execution to the liquidator; but the costs of execution are a first charge on the goods or money so delivered, and the liquidator may sell the goods, or a sufficient part of them for the purpose of satisfying the charge. (3) If under an execution in respect of a judgement for a sum exceeding £500 a company’s goods are sold or money is paid in order to avoid sale, the enforcement officer or other officer shall deduct the costs of the execution from the proceeds of sale or the money paid and retain the balance for 14 days. (4) If within that time notice is served on the enforcement officer or other officer of a petition for the winding up of the company having been presented, or of a meeting having been called at which there is to be proposed a resolution for voluntary winding up, and an order is made or a resolution passed (as the case may be), the enforcement officer or other officer shall pay the balance to the liquidator, who is entitled to retain it as against the execution creditor. (5) The rights conferred by this section on the liquidator may be set aside by the court in favour of the creditor to such extent and subject to such terms as the court thinks fit. (6) In this section, “goods” includes all chattels personal; and “enforcement officer” means an individual who is authorised to act as an enforcement officer under the Courts Act 2003. (7) The money sum for the time being specified in subsection (3) is subject to increase or reduction by order under section 416 in Part XV. (8) This section does not apply in the case of a winding up in Scotland.
Propose a change(1) In the winding up of a company registered in Scotland, the following provisions of the Bankruptcy (Scotland) Act 2016— (a) subsections (3) to (10) of section 23A (effect of sequestration on land attachment) and section 24 (effect of sequestration on diligence generally); and (b) subsections (6), (7), (10) and (11) of section 109 (management and realisation of estate), apply so far as consistent with this Act, in like manner as they apply in the sequestration of a debtor’s estate, with the substitutions specified below and with any other necessary modifications. (2) The substitutions to be made in those sections of the Act of 2016 are as follows— (a) for references to the debtor, substitute references to the company; (b) for references to the sequestration, substitute references to the winding up; (c) for references to the date of sequestration, substitute references to the commencement of the winding up of the company; and (d) for references to the permanent trustee, substitute references to the liquidator. (3) In this section, “the commencement of the winding up of the company” means, where it is being wound up by the court, the day on which the winding-up order is made. (4) This section, so far as relating to any estate or effects of the company situated in Scotland, applies in the case of a company registered in England and Wales as in the case of one registered in Scotland.
Propose a change(1) The court may, on the application of a person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non-performance of the contract, or otherwise as the court thinks just. (2) Any damages payable under the order to such a person may be proved by him as a debt in the winding up.
Propose a change(1) On the winding up of a company (whether by the court or voluntarily), the liquidator may, subject to the following provisions of this section, make any payment which the company has, before the commencement of the winding up, decided to make under section 247 of the Companies Act 2006(power to provide for employees or former employees on cessation or transfer of business). (2) The liquidator may, after the winding up has commenced, make any such provision as is mentioned in section 247(1) if— (a) the company's liabilities have been fully satisfied and provision has been made for the expenses of the winding up, (b) the exercise of the power has been sanctioned by a resolution of the company, and (c) any requirements of the company's articles as to the exercise of the power conferred by section 247(1) are complied with. (3) Any payment which may be made by a company under this section (that is, a payment after the commencement of its winding up) may be made out of the company’s assets which are available to the members on the winding up. (4) On a winding up by the court, the exercise by the liquidator of his powers under this section is subject to the court’s control, and any creditor or contributory may apply to the court with respect to any exercise or proposed exercise of the power. (5) Subsections (1) and (2) above have effect notwithstanding anything in any rule of law or in section 107 of this Act (property of company after satisfaction of liabilities to be distributed among members).
Propose a change(1) When a company is being wound up, whether by the court or voluntarily— (a) every invoice, order for goods or services , business letter or order form (whether in hard copy, electronic or any other form) issued by or on behalf of the company, or a liquidator of the company or a receiver or manager of the company's property, . . . and (b) all the company's websites, must contain a statement that the company is being wound up. (2) If default is made in complying with this section, the company and any of the following persons who knowingly and wilfully authorises or permits the default, namely, any officer of the company, any liquidator of the company and any receiver or manager, is liable to a fine.
Propose a change(1) In a winding up interest is payable in accordance with this section on any debt proved in the winding up, including so much of any such debt as represents interest on the remainder. (2) Any surplus remaining after the payment of the debts proved in a winding up shall, before being applied for any other purpose, be applied in paying interest on those debts in respect of the periods during which they have been outstanding since the company went into liquidation. (3) All interest under this section ranks equally, whether or not the debts on which it is payable rank equally. (4) The rate of interest payable under this section in respect of any debt (“the official rate” for the purposes of any provision of this Act in which that expression is used) is whichever is the greater of— (a) the rate specified in section 17of the Judgments Act 1838 on the day on which the company went into liquidation, and (b) the rate applicable to that debt apart from the winding up. (5) In the application of this section to Scotland— (a) references to a debt proved in a winding up have effect as references to a claim accepted in a winding up, and (b) the reference to section 17 of the Judgments Act 1838 has effect as a reference to the rules.
Propose a change(1) In the case of a winding up by the court, or of a creditors’ voluntary winding up, the following has effect as regards exemption from duties chargeable under the enactments relating to stamp duties. (2) If the company is registered in England and Wales, the following documents are exempt from stamp duty— (a) every assurance relating solely to freehold or leasehold property, or to any estate, right or interest in, any real or personal property, which forms part of the company’s assets and which, after the execution of the assurance, either at law of in equity, is or remains part of those assets, and (b) every writ, order, certificate, or other instrument or writing relating solely to the property of any company which is being wound up as mentioned in subsection (1), or to any proceeding under such a winding up. “Assurance” here includes deed, conveyance, assignment and surrender. (3) If the company is registered in Scotland, the following documents are exempt from stamp duty— (a) every conveyance relating solely to property which forms part of the company’s assets and which, after the execution of the conveyance, is or remains the company’s property for the benefit of its creditors, (b) any articles of roup of sale, submission and every other instrument and writing whatsoever relating solely to the company’s property, and (c) every deed or writing forming part of the proceedings in the winding up. “Conveyance” here includes assignation, instrument, discharge, writing and deed.
Propose a changeWhere a company is being wound up, all books and papers of the company and of the liquidators are, as between the contributories of the company, prima facie evidence of the truth of all matters purporting to be recorded in them.
Propose a change(1) If the winding up of a company is not concluded within one year after its commencement, the liquidator shall, at such intervals as may be prescribed, until the winding up is concluded, send to the registrar of companies a statement in the prescribed form and containing the prescribed particulars with respect to the proceedings in, and position of, the liquidation. (2) If a liquidator fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) The following applies where a company registered in Scotland has been wound up, and is about to be dissolved. (2) The liquidator shall lodge in an appropriate bank or institution as defined in section 228(1) of the Bankruptcy (Scotland) Act 2016 (not being a bank or institution in or of which the liquidator is acting partner, manager, agent or cashier) in the name of the Accountant of Court the whole unclaimed dividends and unapplied or undistributable balances, and the deposit receipts shall be transmitted to the Accountant of Court. (3) The provisions of section 150 of the Bankruptcy (Scotland) Act 2016 (so far as consistent with this Act and the Companies Acts) apply with any necessary modifications to sums lodged in a bank or institution under this section as they apply to sums deposited under section 148 of the Act first mentioned.
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Propose a change(1) The court may— (a) as to all matters relating to the winding up of a company, have regard to the wishes of the creditors or contributories (as proved to it by any sufficient evidence), and (b) if it thinks fit, for the purpose of ascertaining those wishes, direct qualifying decision procedures to be instigated or the deemed consent procedure to be used in accordance with any directions given by the court, and appoint a person to report the result to the court. (2) In the case of creditors, regard shall be had to the value of each creditor’s debt. (3) In the case of contributories, regard shall be had to the number of votes conferred on each contributory . . . .
Propose a changeIn all proceedings under this Part, all courts, judges and persons judicially acting, and all officers, judicial or ministerial, of any court, or employed in enforcing the process of any court shall take judicial notice— (a) of the signature of any officer of the High Court or of the county court in England and Wales, or of the Court of Session or a sheriff court in Scotland, or of the High Court in Northern Ireland, and also (b) of the official seal or stamp of the several offices of the High Court in England and Wales or Northern Ireland, or of the Court of Session, appended to or impressed on any document made, issued or signed under the provisions of this Act or the Companies Acts, or any official copy of such a document.
Propose a change(1) When a company is wound up in England and Wales or in Scotland, the court may refer the whole or any part of the examination of witnesses— (a) to the county court in England and Wales, or (b) to the sheriff principal for a specified sheriffdom in Scotland, or (c) to the High Court in Northern Ireland or a specified Northern Ireland County Court, (“specified” meaning specified in the order of the winding-up court). (2) Any person exercising jurisdiction as a judge of the court to which the reference is made (or, in Scotland, the sheriff principal to whom it is made) shall then, by virtue of this section, be a commissioner for the purpose of taking the evidence of those witnesses. (3) The judge or sheriff principal has in the matter referred the same power of summoning and examining witnesses, of requiring the production and delivery of documents, of punishing defaults by witnesses, and of allowing costs and expenses to witnesses, as the court which made the winding-up order. These powers are in addition to any which the judge or sheriff principal might lawfully exercise apart from this section. (4) The examination so taken shall be returned or reported to the court which made the order in such manner as that court requests. (5) This section extends to Northern Ireland.
Propose a change(1) The court may direct the examination in Scotland of any person for the time being in Scotland (whether a contributory of the company or not), in regard to the trade, dealings, affairs or property of any company in course of being wound up, or of any person being a contributory of the company, so far as the company may be interested by reason of his being a contributory. (2) The order or commission to take the examination shall be directed to the sheriff principal of the sheriffdom in which the person to be examined is residing or happens to be for the time; and the sheriff principal shall summon the person to appear before him at a time and place to be specified in the summons for examination on oath as a witness or as a haver, and to produce any books or papers called for which are in his possession or power. (3) The sheriff principal may take the examination either orally or on written interrogatories, and shall report the same in writing in the usual form to the court, and shall transmit with the report the books and papers produced, if the originals are required and specified by the order or commission, or otherwise copies or extracts authenticated by the sheriff. (4) If a person so summoned fails to appear at the time and place specified, or refuses to be examined or to make the production required, the sheriff principal shall proceed against him as a witness or haver duly cited; and failing to appear or refusing to give evidence or make production may be proceeded against by the law of Scotland. (5) The sheriff principal is entitled to such fees, and the witness is entitled to such allowances, as sheriffs principal when acting as commissioners under appointment from the Court of Session and as witnesses and havers are entitled to in the like cases according to the law and practice of Scotland. (6) If any objection is stated to the sheriff principal by the witness, either on the ground of his incompetency as a witness, or as to the production required, or on any other ground, the sheriff principal may, if he thinks fit, report the objection to the court, and suspend the examination of the witness until it has been disposed of by the court.
Propose a change