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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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Where a petition or application for leave to proceed with an action or proceeding against a company which is being wound up in Scotland is unopposed and is granted by the court, the costs of the petition or application shall, unless the court otherwise directs, be added to the amount of the petitioner’s or applicant’s claim against the company.
Propose a change(1) An affidavit required to be sworn under or for the purposes of this Part may be sworn in the United Kingdom, or elsewhere in Her Majesty’s dominions, before any court, judge or person lawfully authorised to take and receive affidavits, or before any of Her Majesty’s consuls or vice-consuls in any place outside Her dominions. (2) All courts, judges, justices, commissioners and persons acting judicially shall take judicial notice of the seal or stamp or signature (as the case may be) of any such court, judge, person, consul or vice-consul attached, appended or subscribed to any such affidavit, or to any other document to be used for the purposes of this Part.
Propose a change(1) This section applies, in the case of a company wound up voluntarily, where the liquidator has sent to the registrar of companies his final account ... under section 94 (members’ voluntary) or his final account and statement under section 106 (creditors’ voluntary). (2) The registrar on receiving the account , or the account and statement, ... shall forthwith register it or them; and on the expiration of 3 months from the registration of the account the company is deemed to be dissolved .... (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) However, the court may, on the application of the liquidator or any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit. (4) It is the duty of the person on whose application an order of the court under this section is made within 7 days after the making of the order to deliver to the registrar a copy of the order for registration; and if that person fails to do so he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) This section applies where an order for the winding up of a company has been made by the court in England and Wales. (2) The official receiver, if— (a) he is the liquidator of the company, and (b) it appears to him— (i) that the realisable assets of the company are insufficient to cover the expenses of the winding up, and (ii) that the affairs of the company do not require any further investigation, may at any time apply to the registrar of companies for the early dissolution of the company. (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) Before making an application under subsection (2), the official receiver shall give not less than 28 days’ notice of his intention to do so to the company’s creditors , other than opted-out creditors, and contributories and, if there is an administrative receiver of the company, to that receiver. (4) With the giving of that notice the official receiver ceases (subject to any directions under the next section) to be required to perform any duties imposed on him in relation to the company, its creditors or contributories by virtue of any provision of this Act, apart from a duty to make an application under subsection (2) .... (5) On the receipt of the official receivers’ application under subsection (2) ... the registrar shall forthwith register it ... and, at the end of the period of 3 months beginning with the day of the registration of the application, the company shall be dissolved .... (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) However, the Secretary of State may, on the application of the official receiver or any other person who appears to the Secretary of State to be interested, give directions under section 203 at any time before the end of the period in subsection (5) ....
Propose a change(1) Where a notice has been given under section 202(3), the official receiver or any creditor or contributory of the company, or the administrative receiver of the company (if there is one) may apply to the Secretary of State for directions under this section. (2) The grounds on which that application may be made are— (a) that the realisable assets of the company are sufficient to cover the expenses of the winding up; (b) that the affairs of the company do require further investigation; or (c) that for any other reason the early dissolution of the company is inappropriate. (3) Directions under this section— (a) are directions making such provision as the Secretary of State thinks fit for enabling the winding up of the company to proceed as if no notice had been given under section 202(3), and (b) may, in the case of an application under section 202(8) , include a direction deferring the date at which the dissolution of the company is to take effect for such period as the Secretary of State thinks fit. (4) An appeal to the court lies from any decision of the Secretary of State on an application for directions under this section. (5) It is the duty of the person on whose application any directions are given under this section, or in whose favour an appeal with respect to an application for such directions is determined, within 7 days after the giving of the directions or the determination of the appeal, to deliver to the registrar of companies for registration such a copy of the directions or determination as is prescribed. (6) If a person without reasonable excuse fails to deliver a copy as required by subsection (5), he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) This section applies where a winding-up order has been made by the court in Scotland. (2) If after a liquidator has been appointed under section 138 (appointment of liquidator in Scotland) it appears to the liquidator that the realisable assets of the company are insufficient to cover the expenses of the winding up, he may apply the liquidator may at any time apply to the court for an order that the company be dissolved. (3) Where the liquidator makes that application, if the court is satisfied that the realisable assets of the company are insufficient to cover the expenses of the winding up and it appears to the court appropriate to do so, the court shall make an order that the company be dissolved in accordance with this section. (4) A copy of the order shall within 14 days from its date be forwarded by the liquidator to the registrar of companies, who shall forthwith register it; and, at the end of the period of 3 months beginning with the day of the registration of the order, the company shall be dissolved. (4A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) The court may, on an application by any person who appears to the court to have an interest, order that the date at which the dissolution of the company is to take effect shall be deferred for such period as the court thinks fit. (6) It is the duty of the person on whose application an order is made under subsection (5), within 7 days after the making of the order, to deliver to the registrar of companies such a copy of the order as is prescribed. (7) If the liquidator without reasonable excuse fails to comply with the requirements of subsection (4), he is liable to a fine and, for continued contravention, to a daily default fine. (8) If a person without reasonable excuse fails to deliver a copy as required by subsection (6), he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) This section applies where the registrar of companies receives— (a) a final account and statement sent under section 146(4) (final account); or (b) a notice, from the official receiver that the winding up of a company by the court is complete. (2) The registrar shall, on receipt of the final account and statement or the notice ..., forthwith register them or it on receipt of the notice and any statement sent under section 172(10), forthwith register it or them; and, subject, as follows, at the end of the period of 3 months beginning with the day of the registration of the final account or notice ..., the company shall be dissolved. (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) The Secretary of State may, on the application of the official receiver or any other person who appears to the Secretary of State to be interested, give a direction deferring the date at which the dissolution of the company is to take effect for such period as the Secretary of State thinks fit. (4) An appeal to the court lies from any decision of the Secretary of State on an application for a direction under subsection (3). (5) Subsection (3) does not apply in a case where the winding-up order was made by the court in Scotland, but in such a case the court may, on an application by any person appearing to the court to have an interest, order that the date at which the dissolution of the company is to take effect shall be deferred for such period as the court thinks fit. (6) It is the duty of the person— (a) on whose application a direction is given under subsection (3); (b) in whose favour an appeal with respect to an application for such a direction is determined; or (c) on whose application an order is made under subsection (5), within 7 days after the giving of the direction, the determination of the appeal or the making of the order, to deliver to the registrar for registration such a copy of the direction, determination or order as is prescribed. (7) If a person without reasonable excuse fails to deliver a copy as required by subsection (6), he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) When a company is ordered to be wound up by the court, or passes a resolution for voluntary winding up, any person, being a past or present officer of the company, is deemed to have committed an offence if, within the 12 months immediately preceding the commencement of the winding up, he has— (a) concealed any part of the company’s property to the value of £500 or more, or concealed any debt due to or from the company, or (b) fraudulently removed any part of the company’s property to the value of £500 or more, or (c) concealed, destroyed, mutilated or falsified any book or paper affecting or relating to the company’s property or affairs, or (d) made any false entry in any book or paper affecting or relating to the company’s property or affairs, or (e) fraudulently parted with, altered or made any omission in any document affecting or relating to the company’s property or affairs, or (f) pawned, pledged or disposed of any property of the company which has been obtained on credit and has not been paid for (unless the pawning, pledging or disposal was in the ordinary way of the company’s business). (2) Such a person is deemed to have committed an offence if within the period above mentioned he has been privy to the doing by others of any of the things mentioned in paragraphs (c), (d) and (e) of subsection (1); and he commits an offence if, at any time after the commencement of the winding up, he does any of the things mentioned in paragraphs (a) to (f) of that subsection, or is privy to the doing by others of any of the things mentioned in paragraphs (c) to (e) of it. (3) For purposes of this section, “officer” includes a shadow director. (4) It is a defence— (a) for a person charged under paragraph (a) or (f) of subsection (1) (or under subsection (2) in respect of the things mentioned in either of those two paragraphs) to prove that he had no intent to defraud, and (b) for a person charged under paragraph (c) or (d) of subsection (1) (or under subsection (2) in respect of the things mentioned in either of those two paragraphs) to prove that he had no intent to conceal the state of affairs of the company or to defeat the law. (5) Where a person pawns, pledges or disposes of any property in circumstances which amount to an offence under subsection (1)(f), every person who takes in pawn or pledge, or otherwise receives, the property knowing it to be pawned, pledged or disposed of in such circumstances, is guilty of an offence. (6) A person guilty of an offence under this section is liable to imprisonment or a fine, or both. (7) The money sums specified in paragraphs (a) and (b) of subsection (1) are subject to increase or reduction by order under section 416 in Part XV.
Propose a change(1) When a company is ordered to be wound up by the court or passes a resolution for voluntary winding up, a person is deemed to have committed an offence if he, being at the time an officer of the company— (a) has made or caused to be made any gift or transfer of, or charge on, or has caused or connived at the levying of any execution against, the company’s property, or (b) has concealed or removed any part of the company’s property since, or within 2 months before, the date of any unsatisfied judgment or order for the payment of money obtained against the company. (2) A person is not guilty of an offence under this section— (a) by reason of conduct constituting an offence under subsection (1)(a) which occurred more than 5 years before the commencement of the winding up, or (b) if he proves that, at the time of the conduct constituting the offence, he had no intent to defraud the company’s creditors. (3) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.
Propose a change(1) When a company is being wound up, whether by the court or voluntarily, any person, being a past or present officer of the company, commits an offence if he— (a) does not to the best of his knowledge and belief fully and truly discover to the liquidator all the company’s property, and how and to whom and for what consideration and when the company disposed of any part of that property (except such part as has been disposed of in the ordinary way of the company’s business), or (b) does not deliver up to the liquidator (or as he directs) all such part of the company’s property as is in his custody or under his control, and which he is required by law to deliver up, or (c) does not deliver up to the liquidator (or as he directs) all books and papers in his custody or under his control belonging to the company and which he is required by law to deliver up, or (d) knowing or believing that a false debt has been proved by any person in the winding up, fails to inform the liquidator as soon as practicable, or (e) after the commencement of the winding up, prevents the production of any book or paper affecting or relating to the company’s property or affairs. (2) Such a person commits an offence if after the commencement of the winding up he attempts to account for any part of the company’s property by fictitious losses or expenses; and he is deemed to have committed that offence if he has so attempted in connection with any qualifying decision procedure or deemed consent procedure of the company’s creditors within the 12 months immediately preceding the commencement of the winding up. (3) For purposes of this section, “officer” includes a shadow director. (4) It is a defence— (a) for a person charged under paragraph (a), (b) or (c) of subsection (1) to prove that he had no intent to defraud, and (b) for a person charged under paragraph (e) of that subsection to prove that he had no intent to conceal the state of affairs of the company or to defeat the law. (5) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.
Propose a change(1) When a company is being wound up, an officer or contributory of the company commits an offence if he destroys, multilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or document belonging to the company with intent to defraud or deceive any person. (2) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.
Propose a change(1) When a company is being wound up, whether by the court or voluntarily, any person, being a past or present officer of the company, commits an offence if he makes any material omission in any statement relating to the company’s affairs. (2) When a company has been ordered to be wound up by the court, or has passed a resolution for voluntary winding up, any such person is deemed to have committed that offence if, prior to the winding up, he has made any material omission in any such statement. (3) For purposes of this section, “officer” includes a shadow director. (4) It is a defence for a person charged under this section to prove that he had no intent to defraud. (5) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.
Propose a change(1) When a company is being wound up, whether by the court or voluntarily, any person, being a past or present officer of the company— (a) commits an offence if he makes any false representation or commits any other fraud for the purpose of obtaining the consent of the company’s creditors or any of them to an agreement with reference to the company’s affairs or to the winding up, and (b) is deemed to have committed that offence if, prior to the winding up, he has made any false representation, or committed any other fraud, for that purpose. (2) For purposes of this section, “officer” includes a shadow director. (3) A person guilty of an offence under this section is liable to imprisonment or a fine, or both.
Propose a change(1) This section applies if in the course of the winding up of a company it appears that a person who— (a) is or has been an officer of the company, (b) has acted as liquidator . . . or administrative receiver of the company, or (c) not being a person falling within paragraph (a) or (b), is or has been concerned, or has taken part, in the promotion, formation or management of the company, has misapplied or retained, or become accountable for, any money or other property of the company, or been guilty of any misfeasance or breach of any fiduciary or other duty in relation to the company. (2) The reference in subsection (1) to any misfeasance or breach of any fiduciary or other duty in relation to the company includes, in the case of a person who has acted as liquidator . . . of the company, any misfeasance or breach of any fiduciary or other duty in connection with the carrying out of his functions as liquidator . . . of the company. (3) The court may, on the application of the official receiver or the liquidator, or of any creditor or contributory, examine into the conduct of the person falling within subsection (1) and compel him— (a) to repay, restore or account for the money or property or any part of it, with interest at such rate as the court thinks just, or (b) to contribute such sum to the company’s assets by way of compensation in respect of the misfeasance or breach of fiduciary or other duty as the court thinks just. (4) The power to make an application under subsection (3) in relation to a person who has acted as liquidator . . . of the company is not exerciseable, except with the leave of the court, after he has had his release. (5) The power of a contributory to make an application under subsection (3) is not exercisable except with the leave of the court, but is exercisable notwithstanding that he will not benefit from any order the court may make on the application.
Propose a change(1) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, the following has effect. (2) The court, on the application of the liquidator may declare that any persons who were knowingly parties to the carrying on of the business in the manner above-mentioned are to be liable to make such contributions (if any) to the company’s assets as the court thinks proper.
Propose a change(1) Subject to subsection (3) below, if in the course of the winding up of a company it appears that subsection (2) of this section applies in relation to a person who is or has been a director of the company, the court, on the application of the liquidator, may declare that that person is to be liable to make such contribution (if any) to the company’s assets as the court thinks proper. (2) This subsection applies in relation to a person if— (a) the company has gone into insolvent liquidation, (b) at some time before the commencement of the winding up of the company, that person knew or ought to have concluded that there was no reasonable prospect that the company would avoid going into insolvent liquidation or entering insolvent administration, and (c) that person was a director of the company at that time; but the court shall not make a declaration under this section in any case where the time mentioned in paragraph (b) above was before 28th April 1986. (3) The court shall not make a declaration under this section with respect to any person if it is satisfied that after the condition specified in subsection (2)(b) was first satisfied in relation to him that person took every step with a view to minimising the potential loss to the company’s creditors as (on the assumption that he had knowledge of the matter mentioned in subsection (2)(b)) he ought to have taken. (4) For the purposes of subsections (2) and (3), the facts which a director of a company ought to know or ascertain, the conclusions which he ought to reach and the steps which he ought to take are those which would be known or ascertained, or reached or taken, by a reasonably diligent person having both— (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and (b) the general knowledge, skill and experience that that director has. (5) The reference in subsection (4) to the functions carried out in relation to a company by a director of the company includes any functions which he does not carry out but which have been entrusted to him. (6) For the purposes of this section a company goes into insolvent liquidation if it goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up. (6A) For the purposes of this section a company enters insolvent administration if it enters administration at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the administration. (7) In this section “director” includes a shadow director. (8) This section is without prejudice to section 213.
Propose a change(1) On the hearing of an application under section 213 or 214, the liquidator may himself give evidence or call witnesses. (2) Where under either section the court makes a declaration, it may give such further directions as it thinks proper for giving effect to the declaration; and in particular, the court may— (a) provide for the liability of any person under the declaration to be a charge on any debt or obligation due from the company to him, or on any mortgage or charge or any interest in a mortgage or charge on assets of the company held by or vested in him, or any person on his behalf, or any person claiming as assignee from or through the person liable or any person acting on his behalf, and (b) from time to time make such further order as may be necessary for enforcing any charge imposed under this subsection. (3) For the purposes of subsection (2), “assignee”— (a) includes a person to whom or in whose favour, by the directions of the person made liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created, but (b) does not include an assignee for valuable consideration (not including consideration by way of marriage or the formation of a civil partnership) given in good faith and without notice of any of the matters on the ground of which the declaration is made. (4) Where the court makes a declaration under either section in relation to a person who is a creditor of the company, it may direct that the whole or any part of any debt owed by the company to that person and any interest thereon shall rank in priority after all other debts owed by the company and after any interest on those debts. (5) Sections 213 and 214 have effect notwithstanding that the person concerned may be criminally liable in respect of matters on the ground of which the declaration under the section is to be made.
Propose a change(1) This section applies to a person where a company (“the liquidating company”) has gone into insolvent liquidation on or after the appointed day and he was a director or shadow director of the company at any time in the period of 12 months ending with the day before it went into liquidation. (2) For the purposes of this section, a name is a prohibited name in relation to such a person if— (a) it is a name by which the liquidating company was known at any time in that period of 12 months, or (b) it is a name which is so similar to a name falling within paragraph (a) as to suggest an association with that company. (3) Except with leave of the court or in such circumstances as may be prescribed, a person to whom this section applies shall not at any time in the period of 5 years beginning with the day on which the liquidating company went into liquidation— (a) be a director of any other company that is known by a prohibited name, or (b) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of any such company, or (c) in any way, whether directly or indirectly, be concerned or take part in the carrying on of a business carried on (otherwise than by a company) under a prohibited name. (4) If a person acts in contravention of this section, he is liable to imprisonment or a fine, or both. (5) In subsection (3) “the court” means any court having jurisdiction to wind up companies; and on an application for leave under that subsection, the Secretary of State or the official receiver may appear and call the attention of the court to any matters which seem to him to be relevant. (6) References in this section, in relation to any time, to a name by which a company is known are to the name of the company at that time or to any name under which the company carries on business at that time. (7) For the purposes of this section a company goes into insolvent liquidation if it goes into liquidation at at time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up. (8) In this section “company” includes a company which may be wound up under Part V of this Act.
Propose a change(1) A person is personally responsible for all the relevant debts of a company if at any time— (a) in contravention of section 216, he is involved in the management of the company, or (b) as a person who is involved in the management of the company, he acts or is willing to act on instructions given (without the leave of the court) by a person whom he knows at that time to be in contravention in relation to the company of section 216. (2) Where a person is personally responsible under this section for the relevant debts of a company, he is jointly and severally liable in respect of those debts with the company and any other person who, whether under this section or otherwise, is so liable. (3) For the purposes of this section the relevant debts of a company are— (a) in relation to a person who is personally responsible under paragraph (a) of subsection (1), such debts and other liabilities of the company as are incurred at a time when that person was involved in the management of the company, and (b) in relation to a person who is personally responsible under paragraph (b) of that subsection, such debts and other liabilities of the company as are incurred at a time when that person was acting or was willing to act on instructions given as mentioned in that paragraph. (4) For the purposes of this section, a person is involved in the management of a company if he is a director of the company or if he is concerned, whether directly or indirectly, or takes part, in the management of the company. (5) For the purposes of this section a person who, as a person involved in the management of a company, has at any time acted on instructions given (without the leave of the court) by a person whom he knew at that time to be in contravention in relation to the company of section 216 is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by that person. (6) In this section “company” includes a company which may be wound up under Part V.
Propose a change(1) If it appears to the court in the course of a winding up by the court that any past or present officer, or any member, of the company has been guilty of any offence in relation to the company for which he is criminally liable, the court may (either on the application of a person interested in the winding up or of its own motion) direct the liquidator to refer the matter (a) in the case of a winding up in England and Wales, to the Secretary of State, and (b) in the case of a winding up in Scotland, to the Lord Advocate (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) If in the case of a winding up by the court in England and Wales it appears to the liquidator, not being the official receiver, that any past or present officer of the company, or any member of it, has been guilty of an offence in relation to the company for which he is criminally liable, the liquidator shall report the matter to the official receiver. (4) If it appears to the liquidator in the course of a voluntary winding up that any past or present officer of the company, or any member of it, has been guilty of an offence in relation to the company for which he is criminally liable, he shall forthwith report the matter— (a) in the case of a winding up in England and Wales, to the Secretary of State, and (b) in the case of a winding up in Scotland, to the Lord Advocate, and shall furnish to the Secretary of State or (as the case may be) the Lord Advocate such information and give to him such access to and facilities for inspecting and taking copies of documents (being information or documents in the possession or under the control of the liquidator and relating to the matter in question) as the Secretary of State or (as the case may be) the Lord Advocate requires. (5) Where a report is made to the Secretary of State under subsection (4) he may, for the purpose of investigating the matter reported to him and such other matters relating to the affairs of the company as appear to him to require investigation, exercise any of the powers which are exercisable by inspectors appointed under section 431 or 432 of the the Companies Act 1985 to investigate a company’s affairs. (6) If it appears to the court in the course of a voluntary winding up that— (a) any past or present officer of the company, or any member of it, has been guilty as above-mentioned, and (b) no report with respect to the matter has been made by the liquidator . . . under subsection (4), the court may (on the application of any person interested in the winding up or of its own motion) direct the liquidator to make such a report. On a report being made accordingly, this section has effect as though the report had been made in pursuance of subsection (4).
Propose a change(1) For the purpose of an investigation by the Secretary of State in consequence of a report made to him under section 218(4), any obligation imposed on a person by any provision of the Companies Act 1985 to produce documents or give information to, or otherwise to assist, inspectors appointed as mentioned in section 218(5) is to be regarded as an obligation similarly to assist the Secretary of State in his investigation. (2) An answer given by a person to a question put to him in exercise of the powers conferred by section 218(5) may be used in evidence against him. (2A) However, in criminal proceedings in which that person is charged with an offence to which this subsection applies— (a) no evidence relating to the answer may be adduced, and (b) no question relating to it may be asked, by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person. (2B) Subsection (2A) applies to any offence other than— (a) an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath), or (b) an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath). (3) Where criminal proceedings are instituted by the Director of Public Prosecutions, the Lord Advocate or the Secretary of State following any report or reference under section 218, it is the duty of the liquidator and every officer and agent of the company past and present (other than the defendant or defender) to give to the Director of Public Prosecutions, the Lord Advocate or the Secretary of State (as the case may be) all assistance in connection with the prosecution which he is reasonably able to give. For this purpose “agent” includes any banker or solicitor of the company and any person employed by the company as auditor, whether that person is or is not an officer of the company. (4) If a person fails or neglects to give assistance in the manner required by subsection (3), the court may, on the application of the Director of Public Prosecutions, the Lord Advocate or the Secretary of State (as the case may be) direct the person to comply with that subsection; and if the application is made with respect to a liquidator, the court may (unless it appears that the failure or neglect to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him to do so) direct that the costs shall be borne by the liquidator personally.
Propose a changeFor the purposes of this Part “unregistered company” includes any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.
Propose a change(1) Subject to the provisions of this Part, any unregistered company may be wound up under this Act; and all the provisions of this Act . . . about winding up apply to an unregistered company with the exceptions and additions mentioned in the following subsections. (2) If an unregistered company has a principal place of business situated in Northern Ireland, it shall not be wound up under this Part unless it has a principal place of business situated in England and Wales or Scotland, or in both England and Wales and Scotland. (3) For the purpose of determining a court’s winding-up jurisdiction, an unregistered company is deemed— (a) to be registered in England and Wales or Scotland, according as its principal place of business is situated in England and Wales or Scotland, or (b) if it has a principal place of business situated in both countries, to be registered in both countries; and the principal place of business situated in that part of Great Britain in which proceedings are being instituted is, for all purposes of the winding up, deemed to be the registered office of the company. (4) No unregistered company shall be wound up under this Act voluntarily , except in accordance with the EU Regulation . (5) The circumstances in which an unregistered company may be wound up are as follows— (a) if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs; (b) if the company is unable to pay its debts; (c) if the court is of opinion that it is just and equitable that the company should be wound up. (6) A petition for winding up a trustee savings bank may be presented by the Trustee Savings Banks Central Board or by a commissioner appointed under section 35 of the Trustee Savings Banks Act 1981 as well as by any person authorised under Part IV of this Act to present a petition for the winding up of a company. On such day as the Treasury appoints by order under section 4(3) of the Trustee Savings Banks Act 1985, this subsection ceases to have effect and is hereby repealed. (7) In Scotland, an unregistered company which the Court of Session has jurisdiction to wind up may be wound up by the court if there is subsisting a floating charge over property comprised in the company’s property and undertaking, and the court is satisfied that the security of the creditor entitled to the benefit of the floating charge is in jeopardy. For this purpose a creditor’s security is deemed to be in jeopardy if the court is satisfied that events have occurred or are about to occur which render it unreasonable in the creditor’s interests that the company should retain power to dispose of the property which is subject to the floating charge.
Propose a change(1) An unregistered company is deemed (for the purposes of section 221) unable to pay its debts if there is a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding £750 then due and— (a) the creditor has served on the company, by leaving at its principal place of business, or by delivering to the secretary or some director, manager or principal officer of the company, or by otherwise serving in such manner as the court may approve or direct, a written demand in the prescribed form requiring the company to pay the sum due, and (b) the company has for 3 weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the creditor’s satisfaction. (2) The money sum for the time being specified in subsection (1) is subject to increase or reduction by regulations under section 417 in Part XV; but no increase in the sum so specified affects any case in which the winding-up petition was presented before the coming into force of the increase.
Propose a changeAn unregistered company is deemed (for the purposes of section 221) unable to pay its debts if an action or other proceeding has been instituted against any member for any debt or demand due, or claimed to be due, from the company, or from him in his character of member, and— (a) notice in writing of the institution of the action or proceeding has been served on the company by leaving it at the company’s principal place of business (or by delivering it to the secretary, or some director, manager or principal officer of the company, or by otherwise serving it in such manner as the court may approve or direct), and (b) the company has not within 3 weeks after service of the notice paid, secured or compounded for the debt or demand, or procured the action or proceeding to be stayed or sisted, or indemnified the defendant or defender to his reasonable satisfaction against the action or proceeding, and against all costs, damages and expenses to be incurred by him because of it.
Propose a change(1) An unregistered company is deemed (for purposes of section 221) unable to pay its debts— (a) if in England and Wales execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company, or any member of it as such, or any person authorised to be sued as nominal defendant on behalf of the company, is returned unsatisfied; (b) if in Scotland the induciae of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made; (c) if in Northern Ireland a certificate of unenforceability has been granted in respect of any judgment, decree or order obtained as mentioned in paragraph (a); (d) if it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts as they fall due. (2) An unregistered company is also deemed unable to pay its debts if it is proved to the satisfaction of the court that the value of the company’s assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.
Propose a change(1) Where a company incorporated outside Great Britain which has been carrying on business in Great Britain ceases to carry on business in Great Britain, it may be wound up as an unregistered company under this Act, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated. (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change(1) In the event of an unregistered company being wound up, every person is deemed a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of members among themselves, or to pay or contribute to the payment of the expenses of winding up the company. (2) Every contributory is liable to contribute to the company’s assets all sums due from him in respect of any such liability as is mentioned above. (3) In the case of an unregistered company engaged in or formed for working mines within the stannaries, a past member is not liable to contribute to the assets if he has ceased to be a member for 2 years or more either before the mine ceased to be worked or before the date of the winding-up order. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a changeThe provisions of this Part with respect to staying, sisting or restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order extend, in the case of an unregistered company, where the application to stay, sist or restrain is presented by a creditor, to actions and proceedings against any contributory of the company.
Propose a changeWhere an order has been made for winding up an unregistered company, no action or proceding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose.
Propose a change(1) The provisions of this Part with respect to unregistered companies are in addition to and not in restriction of any provisions in Part IV with respect to winding up companies by the court; and the court or liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies registered under the Companies Act 2006 in England and Wales or Scotland. (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) Where an administrative receiver of a company is appointed, he must be a person who is so qualified. (3) Where a company goes into liquidation, the liquidator must be a person who is so qualified. (4) Where a provisional liquidator is appointed, he must be a person who is so qualified. (5) Subsections (3) and (4) are without prejudice to any enactment under which the official receiver is to be, or may be, liquidator or provisional liquidator.
Propose a change(1) This section applies if an appointment or nomination of any person to the office of . . . administrative receiver, liquidator or provisional liquidator— (a) relates to more than one person, or (b) has the effect that the office is to be held by more than one person. (2) The appointment or nomination shall declare whether any act required or authorised under any enactment to be done by the . . . administrative receiver, liquidator or provisional liquidator is to be done by all or any one or more of the persons for the time being holding the office in question.
Propose a changeThe acts of an individual as . . . administrative receiver, liquidator or provisional liquidator of a company are valid notwithstanding any defect in his appointment, nomination or qualifications.
Propose a change(1) This section applies in the case of a company where— (a) the company enters administration, (b) an administrative receiver is appointed, or (ba) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) a voluntary arrangement approved under Part I, has taken effect, or (d) the company goes into liquidation, or (e) a provisional liquidator is appointed; and “the office-holder” means the administrator, the administrative receiver, ... the supervisor of the voluntary arrangement, the liquidator or the provisional liquidator, as the case may be. (2) If a request is made by or with the concurrence of the office-holder for the giving, after the effective date, of any of the supplies mentioned in the next subsection, the supplier— (a) may make it a condition of the giving of the supply that the office-holder personally guarantees the payment of any charges in respect of the supply, but (b) shall not make it a condition of the giving of the supply, or do anything which has the effect of making it a condition of the giving of the supply, that any outstanding charges in respect of a supply given to the company before the effective date are paid. (3) The supplies referred to in subsection (2) are— (a) a supply of gas by a gas supplier within the meaning of Part I of the Gas Act 1986; (aa) a supply of gas by a person within paragraph 1 of Schedule 2A to the Gas Act 1986 (supply by landlords etc.); (b) a supply of electricity by an electricity supplier within the meaning of Part I of the Electricity Act 1989; (ba) a supply of electricity by a class of person within Class A (small suppliers) or Class B (resale) of Schedule 4 to the Electricity (Class Exemptions from the Requirement for a Licence) Order 2001 (S.I. 2001/3270); (c) a supply of water by a water undertaker or, in Scotland, Scottish Water, (ca) a supply of water by a water supply licensee within the meaning of the Water Industry Act 1991; (cb) a supply of water by a water services provider within the meaning of the Water Services etc. (Scotland) Act 2005; (cc) a supply of water by a person who has an interest in the premises to which the supply is given; (d) a supply of communications services by a provider of a public electronic communications service. (e) a supply of communications services by a person who carries on a business which includes giving such supplies; (f) a supply of goods or services mentioned in subsection (3A) by a person who carries on a business which includes giving such supplies, where the supply is for the purpose of enabling or facilitating anything to be done by electronic means. (3A) The goods and services referred to in subsection (3)(f) are— (a) point of sale terminals; (b) computer hardware and software; (c) information, advice and technical assistance in connection with the use of information technology; (d) data storage and processing; (e) website hosting. (4) “The effective date” for the purposes of this section is whichever is applicable of the following dates— (a) the date on which the company entered administration (b) the date on which the administative receiver was appointed (or, if he was appointed in succession to another administrative receiver, the date on which the first of his predecessors was appointed), (ba) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) the date on which the voluntary arrangement took effect, (d) the date on which the company went into liquidation, (e) the date on which the provisional liquidator was appointed. (5) The following applies to expressions used in subsection (3)— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (d) “communications services” do not include electronic communications services to the extent that they are used to broadcast or otherwise transmit programme services (within the meaning of the Communications Act 2003).
Propose a change(1) An insolvency-related term of a contract for the supply of essential goods or services to a company ceases to have effect if— (a) the company enters administration, or (b) a voluntary arrangement approved under Part 1 takes effect in relation to the company. (2) An insolvency-related term of a contract does not cease to have effect by virtue of subsection (1) to the extent that— (a) it provides for the contract or the supply to terminate, or any other thing to take place, because the company becomes subject to an insolvency procedure other than administration or a voluntary arrangement; (b) it entitles a supplier to terminate the contract or the supply, or do any other thing, because the company becomes subject to an insolvency procedure other than administration or a voluntary arrangement; or (c) it entitles a supplier to terminate the contract or the supply because of an event that occurs, or may occur, after the company enters administration or the voluntary arrangement takes effect. (3) Where an insolvency-related term of a contract ceases to have effect under this section the supplier may— (a) terminate the contract, if the condition in subsection (4) is met; (b) terminate the supply, if the condition in subsection (5) is met. (4) The condition in this subsection is that— (a) the insolvency office-holder consents to the termination of the contract, (b) the court grants permission for the termination of the contract, or (c) any charges in respect of the supply that are incurred after the company entered administration or the voluntary arrangement took effect are not paid within the period of 28 days beginning with the day on which payment is due. The court may grant permission under paragraph (b) only if satisfied that the continuation of the contract would cause the supplier hardship. (5) The condition in this subsection is that— (a) the supplier gives written notice to the insolvency office-holder that the supply will be terminated unless the office-holder personally guarantees the payment of any charges in respect of the continuation of the supply after the company entered administration or the voluntary arrangement took effect, and (b) the insolvency office-holder does not give that guarantee within the period of 14 days beginning with the day the notice is received. (6) For the purposes of securing that the interests of suppliers are protected, where— (a) an insolvency-related term of a contract (the “original term”) ceases to have effect by virtue of subsection (1), and (b) the company subsequently enters administration, or a voluntary arrangement subsequently has effect in relation to it, the contract is treated for the purposes of subsections (1) to (5) as if, immediately before the subsequent administration is entered into or the subsequent voluntary arrangement takes effect, it included an insolvency-related term identical to the original term. (7) A contract for the supply of essential goods or services is a contract for a supply mentioned in section 233(3). (8) An insolvency-related term of a contract for the supply of essential goods or services to a company is a provision of the contract under which— (a) the contract or the supply would terminate, or any other thing would take place, because the company enters administration or the voluntary arrangement takes effect, (b) the supplier would be entitled to terminate the contract or the supply, or to do any other thing, because the company enters administration or the voluntary arrangement takes effect, or (c) the supplier would be entitled to terminate the contract or the supply because of an event that occurred before the company enters administration or the voluntary arrangement takes effect. (9) In this section “insolvency office-holder” means— (a) in a case where a company enters administration, the administrator; (b) in a case where a voluntary arrangement under Part 1 takes effect in relation to a company, the supervisor of the voluntary arrangement. (10) Subsection (1) does not have effect in relation to a contract entered into before 1st October 2015.
Propose a change(1) This section applies where a company becomes subject to a relevant insolvency procedure. (2) A company becomes subject to a relevant insolvency procedure for the purposes of this section where— (a) a moratorium under Part A1 comes into force for the company, (b) the company enters administration, (c) an administrative receiver of the company is appointed (otherwise than in succession to another administrative receiver), (d) a voluntary arrangement approved under Part 1 takes effect in relation to the company, (e) the company goes into liquidation, (f) a provisional liquidator of the company is appointed (otherwise than in succession to another provisional liquidator), or (g) a court order is made under section 901C(1) of the Companies Act 2006 in relation to the company (order summoning meeting relating to compromise or arrangement). (3) A provision of a contract for the supply of goods or services to the company ceases to have effect when the company becomes subject to the relevant insolvency procedure if and to the extent that, under the provision— (a) the contract or the supply would terminate, or any other thing would take place, because the company becomes subject to the relevant insolvency procedure, or (b) the supplier would be entitled to terminate the contract or the supply, or to do any other thing, because the company becomes subject to the relevant insolvency procedure. (4) Where— (a) under a provision of a contract for the supply of goods or services to the company the supplier is entitled to terminate the contract or the supply because of an event occurring before the start of the insolvency period, and (b) the entitlement arises before the start of that period, the entitlement may not be exercised during that period. (5) Where a provision of a contract ceases to have effect under subsection (3) or an entitlement under a provision of a contract is not exercisable under subsection (4), the supplier may terminate the contract if— (a) in a case where the company has become subject to a relevant insolvency procedure as specified in subsection (2)(b), (c), (e) or (f), the office-holder consents to the termination of the contract, (b) in any other case, the company consents to the termination of the contract, or (c) the court is satisfied that the continuation of the contract would cause the supplier hardship and grants permission for the termination of the contract. (6) Where a provision of a contract ceases to have effect under subsection (3) and the company becomes subject to a further relevant insolvency procedure, the supplier may terminate the contract in accordance with subsection (5)(a) to (c). (7) The supplier shall not make it a condition of any supply of goods and services after the time when the company becomes subject to the relevant insolvency procedure, or do anything which has the effect of making it a condition of such a supply, that any outstanding charges in respect of a supply made to the company before that time are paid. (8) In this section “the insolvency period”, in relation to a relevant insolvency procedure, means the period beginning when the company becomes subject to the relevant insolvency procedure and ending— (a) in the case of a moratorium under Part A1, when the moratorium comes to an end, (b) in the case of the company entering administration, when the appointment of the administrator ceases to have effect under— (i) paragraphs 76 to 84 of Schedule B1, or (ii) an order under section 901F of the Companies Act 2006, (c) in the case of the appointment of an administrative receiver of the company, when the receiver or any successor to the receiver ceases to hold office without a successor being appointed, (d) in the case of a voluntary arrangement approved under Part 1 taking effect in relation to the company, when the arrangement ceases to have effect, (e) in the case of the company going into liquidation, when— (i) the liquidator complies with section 94(2), 106(2) or 146(3) (duties relating to final account), or (ii) the appointment of the liquidator ceases to have effect under an order under section 901F of the Companies Act 2006, (f) in the case of the appointment of a provisional liquidator for the company, when the provisional liquidator or any successor to the provisional liquidator ceases to hold office without a successor being appointed, and (g) in the case of the making of a court order under section 901C(1) of the Companies Act 2006 in relation to the company, when— (i) an order made by the court under section 901F of that Act takes effect, or (ii) the court decides not to make such an order. (9) In this section “office-holder”, in relation to a company which has entered into an insolvency procedure as specified in subsection (2)(b), (c), (e) or (f), means the administrator, administrative receiver, liquidator or provisional liquidator respectively. (10) Schedule 4ZZA provides for exclusions from the operation of this section.
Propose a change(1) The Secretary of State may by regulations omit any of paragraphs (a) to (g) of section 233B(2) (relevant insolvency procedures). (2) The Secretary of State may by regulations amend Schedule 4ZZA so as to— (a) remove or amend any exclusion from section 233B for the time being specified there, or (b) add further exclusions from section 233B. (3) In subsection (2), references to exclusions from section 233B are to circumstances in which section 233B, or any provision of that section, does not apply. (4) The circumstances referred to in subsection (3) may be framed by reference to kinds of company, supplier, contract, goods or services or in any other way. (5) Regulations under this section may make— (a) different provision for different purposes; (b) consequential provision; (c) transitional and supplementary provision. (6) Regulations under this section made by virtue of subsection (5) may in particular make provision amending this Act or any other enactment whenever passed or made (including, if paragraph 1(1) or (2) of Schedule 4ZZA is omitted, provision omitting section 233A or 233 respectively). (7) Regulations under subsection (1) may not omit section 233B(2)(c) unless the Secretary of State has first consulted the Scottish Ministers. (8) In this section “enactment” includes an Act of the Scottish Parliament and an instrument made under such an Act. (9) Regulations under this section are to be made by statutory instrument. (10) A statutory instrument containing regulations under this section may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.
Propose a change(1) This section applies in the case of a company where— (a) the company enters administration, (b) an administrative receiver is appointed, or (c) the company goes into liquidation, or (d) a provisional liquidator is appointed; and “the office-holder” means the administrator, the administrative receiver, the liquidator or the provisional liquidator, as the case may be. (2) Where any person has in his possession or control any property, books, papers or records to which the company appears to be entitled, the court may require that person forthwith (or within such period as the court may direct) to pay, deliver, convey, surrender or transfer the property, books, papers or records to the office-holder. (3) Where the office-holder— (a) seizes or disposes of any property which is not property of the company, and (b) at the time of seizure or disposal believes, and has reasonable grounds for believing, that he is entitled (whether in pursuance of an order of the court or otherwise) to seize or dispose of that property, the next subsection has effect. (4) In that case the office-holder— (a) is not liable to any person in respect of any loss or damage resulting from the seizure or disposal except in so far as that loss or damage is caused by the office-holder’s own negligence, and (b) has a lien on the property, or the proceeds of its sale, for such expenses as were incurred in connection with the seizure or disposal.
Propose a change(1) This section applies as does section 234; and it also applies, in the case of a company in respect of which a winding-up order has been made by the court in England and Wales, as if references to the office-holder included the official receiver, whether or not he is the liquidator. (2) Each of the persons mentioned in the next subsection shall— (a) give to the office-holder such information concerning the company and its promotion, formation, business, dealings, affairs or property as the office-holder may at any time after the effective date reasonably require, and (b) attend on the office-holder at such times as the latter may reasonably require. (3) The persons referred to above are— (a) those who are or have at any time been officers of the company, (b) those who have taken part in the formation of the company at any time within one year before the effective date, (c) those who are in the employment of the company, or have been in its employment (including employment under a contract for services) within that year, and are in the office-holder’s opinion capable of giving information which he requires, (d) those who are, or have within that year been, officers of, or in the employment (including employment under a contract for services) of, another company which is, or within that year was, an officer of the company in question, and (e) in the case of a company being wound up by the court, any person who has acted as administrator, administrative receiver or liquidator of the company. (4) For the purposes of subsections (2) and (3), “the effective date” is whichever is applicable of the following dates— (a) the date on which the company entered administration, (b) the date on which the administrative receiver was appointed or, if he was appointed in succession to another administrative receiver, the date on which the first of his predecessors was appointed, (c) the date on which the provisional liquidator was appointed, and (d) the date on which the company went into liquidation. (5) If a person without reasonable excuse fails to comply with any obligation imposed by this section, he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change