(1) Subject to the next section, and to the rights of any of the following categories of persons (which rights shall, except to the extent otherwise provided in any instrument, have the following order of priority), namely—
(a) the holder of any fixed security which is over property subject to the floating charge and which ranks prior to, or pari passu with, the floating charge;
(b) all persons who have effectually executed diligence on any part of the property of the company which is subject to the charge by virtue of which the receiver was appointed;
(c) creditors in respect of all liabilities, charges and expenses incurred by or on behalf of the receiver;
(d) the receiver in respect of his liabilities, expenses and remuneration, and any indemnity to which he is entitled out of the property of the company; and
(e) the preferential creditors entitled to payment under section 59,
the receiver shall pay moneys received by him to the holder of the floating charge by virtue of which the receiver was appointed in or towards satisfaction of the debt secured by the floating charge.
(2) Any balance of moneys remaining after the provisions of subsection (1) and section 61 below have been satisfied shall be paid in accordance with their respective rights and interests to the following persons, as the case may require—
(a) any other receiver;
(b) the holder of a fixed security which is over property subject to the floating charge;
(c) the company or its liquidator, as the case may be.
(3) Where any question arises as to the person entitled to a payment under this section, or where a receipt or a discharge of a security cannot be obtained in respect of any such payment, the receiver shall consign the amount of such payment in any joint stock bank of issue in Scotland in name of the Accountant of Court for behoof of the person or persons entitled thereto.
(1) Where the receiver sells or disposes, or is desirous of selling or disposing, or any property or interest in property of the company which is subject to the floating charge by virtue of which the receiver was appointed and which is—
(a) subject to any security or interest of, or burden or encumbrance in favour of, a creditor the ranking of which is prior to, or pari passu with, or postponed to the floating charge, or
(b) property or an interest in property affected or attached by effectual diligence executed by any person,
and the receiver is unable to obtain the consent of such creditor or, as the case may be, such person to such a sale or disposal, the receiver may apply to the court for authority to sell or dispose of the property or interest in property free of such security, interest, burden, encumbrance or diligence.
(1A) For the purposes of subsection (1) above, an inhibition which takes effect after the creation of the floating charge by virtue of which the receiver was appointed is not an effectual diligence.
(2) Subject to the next subsection, on such an application the court may, if it thinks fit, authorise the sale or disposal of the property or interest in question free of such security, interest, burden, encumbrance or diligence, and such authorisation may be on such terms or conditions as the court thinks fit.
(3) In the case of an application where a fixed security over the property or interest in question which ranks prior to the floating charge has not been met or provided for in full, the court shall not authorise the sale or disposal of the property or interest in question unless it is satisfied that the sale or disposal would be like to provide a more advantageous realisation of the company’s assets than would otherwise be effected.
(4) It shall be a condition of an authorisation to which subsection (3) applies that—
(a) the net proceeds of the disposal, and
(b) where those proceeds are less than such amount as may be determined by the court to be the net amount which would be realised on a sale of the property or interest in the open market by a willing seller, such sums as may be required to make good the deficiency,
shall be applied towards discharging the sums secured by the fixed security.
(5) Where a condition imposed in pursuance of subsection (4) relates to two or more such fixed securities, that condition shall require the net proceeds of the disposal and, where paragraph (b) of that subsection applies, the sums mentioned in that paragraph to be applied towards discharging the sums secured by those fixed securities in the order of their priorities.
(6) A copy of an authorisation under subsection (2) . . . shall, within 14 days of the granting of the authorisation, be sent by the receiver to the registrar of companies.
(7) If the receiver without reasonable excuse fails to comply with subsection (6), he is liable to a fine and, for continued contravention, to a daily default fine.
(8) Where any sale or disposal is effected in accordance with the authorisation of the court under subsection (2), the receiver shall grant to the purchaser or disponee an appropriate document of transfer or conveyance of the property or interest in question, and that document has the effect, or, where recording, intimation or registration of that document is a legal requirement for completion of title to the property or interest, then that recording, intimation or registration (as the case may be) has the effect, of—
(a) disencumbering the property or interest of the security, interest, burden or encumbrance affecting it, and
(b) freeing the property or interest from the diligence executed upon it.
(9) Nothing in this section prejudices the right of any creditor of the company to rank for his debt in the winding up of the company.
(1) A receiver may be removed from office by the court under subsection (3) below and may resign his office by giving notice of his resignation in the prescribed manner to such persons as may be prescribed.
(2) A receiver shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.
(3) Subject to the next subsection, a receiver may, on application to the court by the holder of the floating charge by virtue of which he was appointed, be removed by the court on cause shown.
(4) Where at any time a receiver vacates office—
(a) his remuneration and any expenses properly incurred by him, and
(b) any indemnity to which he is entitled out of the property of the company,
shall be paid out of the property of the company which is subject to the floating charge and shall have priority as provided for in section 60(1).
(5) When a receiver ceases to act as such otherwise than by death he shall, and, when a receiver is removed by the court, the holder of the floating charge by virtue of which he was appointed shall, within 14 days of the cessation or removal (as the case may be) given the registrar of companies notice to that effect, and the registrar shall enter the notice in the register.
If the receiver or the holder of the floating charge (as the case may require) makes default in complying with the requirements of this subsection, he is liable to a fine and, for continued contravention, to a daily default fine.
(6) If by the expiry of a period of one month following upon the removal of the receiver or his ceasing to act as such no other receiver has been appointed, the floating charge by virtue of which the receiver was appointed—
(a) thereupon ceases to attach to the property then subject to the charge, and
(b) again subsists as a floating charge;
and for the purposes of calculating the period of one month under this subsection no account shall be taken of any period during which the company is in administration, under Part II of this Act . . . .
(1) The court on the application of—
(a) the holder of a floating charge by virtue of which a receiver was appointed, or
(b) a receiver appointed under section 51,
may give directions to the receiver in respect of any matter arising in connection with the performance by him of his functions.
(2) Where the appointment of a person as a receiver by the holder of a floating charge is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise), the court may order the holder of the floating charge to indemnify the person appointed against any liability which arises solely by reason of the invalidity of the appointment.
(1) Where a receiver has been appointed—
(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 the receiver or the liquidator of the company; and
(b) all the company's websites,
must contain a statement that a receiver has been appointed.
(2) If default is made in complying with the requirements of 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, is liable to a fine.
(1) Where a receiver is appointed, he shall—
(a) forthwith send to the company and publish notice of his appointment, and
(b) within 28 days after his appointment, unless the court otherwise directs, send such notice to all the creditors of the company (so far as he is aware of their addresses).
(2) This section and the next do not apply in relation to the appointment of a receiver to act—
(a) with an existing receiver, or
(b) in place of a receiver who has died or ceased to act,
except that, where they apply to a receiver who dies or ceases to act before they have been fully complied with, the references in this section and the next to the receiver include (subject to subsection (3) of this section) his successor and any continuing receiver.
(3) If the company is being wound up, this section and the next apply notwithstanding that the receiver and the liquidator are the same person, but with any necessary modifications arising from that fact.
(4) If a person without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
(1) Where a receiver of a company is appointed, the receiver shall forthwith require some or all of the persons mentioned in subsection (3) below to make out and submit to him a statement in the prescribed form as to the affairs of the company.
(2) A statement submitted under this section shall contain a statutory declaration by the persons required to submit it and shall show—
(a) particulars of the company’s assets, debts and liabilities;
(b) the names and addresses of its creditors;
(c) the securities held by them respectively;
(d) the dates when the securities were respectively given; and
(e) such further or other information as may be prescribed.
(3) The persons referred to in subsection (1) are—
(a) those who are or have been officers of the company;
(b) those who have taken part in the company’s formation at any time within one year before the date of the appointment of the receiver;
(c) those who are in the company’s employment or have been in its employment within that year, and are in the receiver’s opinion capable of giving the information required;
(d) those who are or have been within that year officers of or in the employment of a company which is, or within that year was, an officer of the company.
In this subsection “employment” includes employment under a contract for services.
(4) Where any persons are required under this section to submit a statement of affairs to the receiver they shall do so (subject to the next subsection) before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to them by the receiver.
(5) The receiver, if he thinks fit, may—
(a) at any time release a person from an obligation imposed on him under subsection (1) or (2), or
(b) either when giving the notice mentioned in subsection (4) or subsequently extend the period so mentioned,
and where the receiver has refused to exercise a power conferred by this subsection, the court, if it thinks fit, may exercise it.
(6) If a person without reasonable excuse fails to comply with any obligation imposed under this section, he is liable to a fine and, for continued contravention to a daily default fine.
(1) Where a receiver is appointed under section 51, he shall within 3 months (or such longer period as the court may allow) after his appointment, send to the registrar of companies, to the holder of the floating charge by virtue of which he was appointed and to any trustees for secured creditors of the company and (so far as he is aware of their addresses) to all such creditors , other than opted-out creditors, a report as to the following matters, namely—
(a) the events leading up to his appointment, so far as he is aware of them;
(b) the disposal or proposed disposal by him of any property of the company and the carrying on or proposed carrying on by him of any business of the company;
(c) the amounts of principal and interest payable to the holder of the floating charge by virtue of which he was appointed and the amounts payable to preferential creditors; and
(d) the amount (if any) likely to be available for the payment of other creditors.
(2) The receiver shall also, within 3 months (or such longer period as the court may allow) after his appointment, either—
(a) send a copy of the report (so far as he is aware of their addresses) to all unsecured creditors of the company , other than opted-out creditors, or
(b) publish in the prescribed manner a notice stating an address to which unsecured creditors of the company should write for copies of the report to be sent to them free of charge,
...
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) Where the company has gone or goes into liquidation, the receiver—
(a) shall, within 7 days after his compliance with subsection (1) or, if later, the nomination or appointment of the liquidator, send a copy of the report to the liquidator, and
(b) where he does so within the time limited for compliance with subsection (2), is not required to comply with that subsection.
(5) A report under this section shall include a summary of the statement of affairs made out and submitted under section 66 and of his comments (if any) on it.
(6) Nothing in this section shall be taken as requiring any such report to include any information the disclosure of which would seriously prejudice the carrying out by the receiver of his functions.
(7) Section 65(2) applies for the purposes of this section also.
(8) If a person without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
(9) In this section “secured creditor”, in relation to a company, means a creditor of the company who holds in respect of his debt a security over property of the company, and “unsecured creditor” shall be construed accordingly.
(1) Where a receiver has sent or published a report as mentioned in section 67(2) the company's unsecured creditors may, in accordance with the rules, establish a committee (“the creditors’ committee”) to exercise the functions conferred on it by or under this Act.
(2) If such a committee is established, the committee may on giving not less than 7 days’ notice require the receiver to attend before it at any reasonable time and furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.
69 Enforcement of receiver’s duty to make returns, etc.
(1) If any receiver—
(a) having made default in filing, delivering or making any return, account or other document, or in giving any notice, which a receiver 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; or
(b) has, after being required at any time by the liquidator of the company so to do, failed to render proper accounts of his receipts and payments and to vouch the same and to pay over to the liquidator the amount properly payable to him,
the court may, on an application made for the purpose, make an order directing the receiver to make good the default within such time as may be specified in the order.
(2) In the case of any such default as is mentioned in subsection (1)(a), an application for the purposes of this section may be made by any member or creditor of the company or by the registrar of companies; and, in the case of any such default as is mentioned in subsection (1)(b), the application shall be made by the liquidator; and, in either case, the order may provide that all expenses of and incidental to the application shall be borne by the receiver.
(3) Nothing in this section prejudices the operation of any enactments imposing penalties on receivers in respect of any such default as is mentioned in subsection (1).
(1) In this Chapter, unless the contrary intention appears, the following expressions have the following meanings respectively assigned to them—
“company” means an incorporated company (whether or not a company registered under the Companies Act 2006) which the Court of Session has jurisdiction to wind up;
“fixed security”, in relation to any property of a company, means any security, other than a floating charge or a charge having the nature of a floating charge, which on the winding up of the company in Scotland would be treated as an effective security over that property, and (without prejudice to that generality) includes a security over that property, being—
a heritable security within the meaning of the Conveyancing and Feudal Reform (Scotland) Act 1970; or
a statutory pledge within the meaning given by section 113(1) of the Moveable Transactions (Scotland) Act 2023;
“instrument of appointment” has the meaning given by section 53(1);
“prescribed” means prescribed by regulations made under this Chapter by the Secretary of State;
“prescribed fee” means the fee prescribed by regulations made under this Chapter by the Secretary of State;
“receiver” means a receiver of such part of the property of the company as is subject to the floating charge by virtue of which he has been appointed under section 51;
“register” means the register kept by the registrar of companies for the purposes of Chapter 2 of Part 25 of the Companies Act 2006;
“secured debenture” means a bond, debenture, debenture stock or other security which, either itself or by reference to any other instrument, creates a floating charge over all or any part of the property of the company, but does not include a security which creates no charge other than a fixed security; and
“series of secured debentures” means two or more secured debentures created as a series by the company in such a manner that the holders thereof are entitled pari passu to the benefit of the floating charge.
(2) Where a floating charge, secured debenture or series of secured debentures has been created by the company, then, except where the context otherwise requires, any reference in this Chapter to the holder of the floating charge shall—
(a) where the floating charge, secured debenture or series of secured debentures provides for a receiver to be appointed by any person or body, be construed as a reference to that person or body;
(b) where, in the case of a series of secured debentures, no such provision has been made therein but—
(i) there are trustees acting for the debenture-holders under and in accordance with a trust deed, be construed as a reference to those trustees, and
(ii) where no such trustees are acting, be construed as a reference to—
(aa) a majority in nominal value of those present or represented by proxy and voting at a meeting of debenture-holders at which the holders of at least one-third in nominal value of the outstanding debentures of the series are present or so represented, or
(bb) where no such meeting is held, the holders of at least one-half in nominal value of the outstanding debentures of the series.
(3) Any reference in this Chapter to a floating charge, secured debenture, series of secured debentures or instrument creating a charge includes, except where the context otherwise requires, a reference to that floating charge, debenture, series of debentures or instrument as varied by any instrument.
(4) References in this Chapter to the instrument by which a floating charge was created are, in the case of a floating charge created by words in a bond or other written acknowledgement, references to the bond or, as the case may be, the other written acknowledgement.
(1) The notice referred to in section 62(5), and the notice referred to in section 65(1)(a) shall be in such form as may be prescribed.
(2) Any power conferred by this Chapter on the Secretary of State to make regulations is exercisable by statutory instrument; and a statutory instrument made in the exercise of the power so conferred to prescribe a fee is subject to annulment in pursuance of a resolution of either House of Parliament.
72 Cross-border operation of receivership provisions.
(1) A receiver appointed under the law of either part of Great Britain in respect of the whole or any part of any property or undertaking of a company and in consequence of the company having created a charge which, as created, was a floating charge may exercise his powers in the other part of Great Britain so far as their exercise is not inconsistent with the law applicable there.
(2) In subsection (1) “receiver” includes a manager and a person who is appointed both receiver and manager.
72A Floating charge holder not to appoint administrative receiver
(1) The holder of a qualifying floating charge in respect of a company’s property may not appoint an administrative receiver of the company.
(2) In Scotland, the holder of a qualifying floating charge in respect of a company’s property may not appoint or apply to the court for the appointment of a receiver who on appointment would be an administrative receiver of property of the company.
(3) In subsections (1) and (2)—
“holder of a qualifying floating charge in respect of a company’s property” has the same meaning as in paragraph 14 of Schedule B1 to this Act, and
“administrative receiver” has the meaning given by section 251.
(4) This section applies—
(a) to a floating charge created on or after a date appointed by the Secretary of State by order made by statutory instrument, and
(b) in spite of any provision of an agreement or instrument which purports to empower a person to appoint an administrative receiver (by whatever name).
(5) An order under subsection (4)(a) may—
(a) make provision which applies generally or only for a specified purpose;
(b) make different provision for different purposes;
(c) make transitional provision.
(6) This section is subject to the exceptions specified in sections 72B to 72GA .
(1) Section 72A does not prevent the appointment of an administrative receiver in pursuance of an agreement which is or forms part of a capital market arrangement if—
(a) a party incurs or, when the agreement was entered into was expected to incur, a debt of at least £50 million under the arrangement, and
(b) the arrangement involves the issue of a capital market investment.
(2) In subsection (1)—
“capital market arrangement” means an arrangement of a kind described in paragraph 1 of Schedule 2A, and
“capital market investment” means an investment of a kind described in paragraph 2 or 3 of that Schedule.
(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a public-private partnership project, and
(b) includes step-in rights.
(2) In this section “public-private partnership project” means a project—
(a) the resources for which are provided partly by one or more public bodies and partly by one or more private persons, or
(b) which is designed wholly or mainly for the purpose of assisting a public body to discharge a function.
(3) In this section—
“step-in rights” has the meaning given by paragraph 6 of Schedule 2A, and
“project company” has the meaning given by paragraph 7 of that Schedule.
(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a utility project, and
(b) includes step-in rights.
(2) In this section—
(a) “utility project” means a project designed wholly or mainly for the purpose of a regulated business,
(b) “regulated business” means a business of a kind listed in paragraph 10 of Schedule 2A,
(c) “step-in rights” has the meaning given by paragraph 6 of that Schedule, and
(d) “project company” has the meaning given by paragraph 7 of that Schedule.
72DA Exception in respect of urban regeneration projects
(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is designed wholly or mainly to develop land which at the commencement of the project is wholly or partly in a designated disadvantaged area outside Northern Ireland, and
(b) includes step-in rights.
(2) In subsection (1) “develop” means to carry out—
(a) building operations,
(b) any operation for the removal of substances or waste from land and the levelling of the surface of the land, or
(c) engineering operations in connection with the activities mentioned in paragraph (a) or (b).
(3) In this section—
“building” includes any structure or erection, and any part of a building as so defined, but does not include plant and machinery comprised in a building,
“building operations” includes—
demolition of buildings,
filling in of trenches,
rebuilding,
structural alterations of, or additions to, buildings and
other operations normally undertaken by a person carrying on business as a builder,
“designated disadvantaged area” means an area designated as a disadvantaged area under section 92 of the Finance Act 2001,
“engineering operations” includes the formation and laying out of means of access to highways,
“project company” has the meaning given by paragraph 7 of Schedule 2A,
“step-in rights” has the meaning given by paragraph 6 of that Schedule,
“substance” means any natural or artificial substance whether in solid or liquid form or in the form of a gas or vapour, and
“waste” includes any waste materials, spoil, refuse or other matter deposited on land.
(1) Section 72A does not prevent the appointment of an administrative receiver of a project company of a project which—
(a) is a financed project, and
(b) includes step-in rights.
(2) In this section—
(a) a project is “financed” if under an agreement relating to the project a project company incurs, or when the agreement is entered into is expected to incur, a debt of at least £50 million for the purposes of carrying out the project,
(b) “project company” has the meaning given by paragraph 7 of Schedule 2A, and
(c) “step-in rights” has the meaning given by paragraph 6 of that Schedule.
Section 72A does not prevent the appointment of an administrative receiver of a company by virtue of—
(a) a market charge within the meaning of section 173 of the Companies Act 1989 (c. 40),
(b) a system-charge within the meaning of the Financial Markets and Insolvency Regulations 1996 (S.I. 1996/1469),
(c) a collateral security charge within the meaning of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979).
Section 72A does not prevent the appointment of an administrative receiver of a company which is —
(a) a private registered provider of social housing, or
(b) registered as a social landlord under Part I of the Housing Act 1996 (c. 52) or under Part 2 of the Housing (Scotland) Act 2010 (asp 17).
72GA Exception in relation to protected railway companies etc.
Section 72A does not prevent the appointment of an administrative receiver of—
(a) a company holding an appointment under Chapter I of Part II of the Water Industry Act 1991,
(b) a protected railway company within the meaning of section 59 of the Railways Act 1993(including that section as it has effect by virtue of section 19 of the Channel Tunnel Rail Link Act 1996, or
(c) a licence company within the meaning of section 26 of the Transport Act 2000.
(1) Schedule 2A (which supplements sections 72B to 72G) shall have effect.
(2) The Secretary of State may by order—
(a) insert into this Act provision creating an additional exception to section 72A(1) or (2);
(b) provide for a provision of this Act which creates an exception to section 72A(1) or (2) to cease to have effect;
(c) amend section 72A in consequence of provision made under paragraph (a) or (b);
(d) amend any of sections 72B to 72G;
(e) amend Schedule 2A.
(3) An order under subsection (2) must be made by statutory instrument.
(4) An order under subsection (2) may make—
(a) provision which applies generally or only for a specified purpose;
(b) different provision for different purposes;
(c) consequential or supplementary provision;
(d) transitional provision.
(5) An order under subsection (2)—
(a) in the case of an order under subsection (2)(e), shall be subject to annulment in pursuance of a resolution of either House of Parliament,
(b) in the case of an order under subsection (2)(d) varying the sum specified in section 72B(1)(a) or 72E(2)(a) (whether or not the order also makes consequential or transitional provision), shall be subject to annulment in pursuance of a resolution of either House of Parliament, and
(c) in the case of any other order under subsection (2)(a) to (d), may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.
(1) This Part applies to the winding up of a company registered under the Companies Act 2006 in England and Wales or Scotland.
(2) The winding up may be either—
(a) voluntary (see Chapters 2 to 5), or
(b) by the court (see Chapter 6).
(3) This Chapter and Chapters 7 to 10 relate to winding up generally, except where otherwise stated.
74 Liability as contributories of present and past members.
(1) When a company is wound up, every present and past member is liable to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.
(2) This is subject as follows—
(a) a past member is not liable to contribute if he has ceased to be a member for one year or more before the commencement of the winding up;
(b) a past member is not liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
(c) a past member is not liable to contribute, unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them . . . ;
(d) in the case of a company limited by shares, no contribution is required from any member exceeding the amount (if any) unpaid on the shares in respect of which he is liable as a present or past member;
(e) nothing in the Companies Acts or this Act invalidates any provision contained in a policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of the policy or contract;
(f) a sum due to any member of the company (in his character of a member) by way of dividends, profits or otherwise is not deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.
(3) In the case of a company limited by guarantee, no contribution is required from any member exceeding the amount undertaken to be contributed by him to the company’s assets in the event of its being wound up; but if it is a company with a share capital, every member of it is liable (in addition to the amount so undertaken to be contributed to the assets), to contribute to the extent of any sums unpaid on shares held by him.
(1) This section applies where a company is being wound up and—
(a) it has under Chapter 5 of Part 18 of the Companies Act 2006 (acquisition by limited company of its own shares: redemption or purchase by private company out of capital) made a payment out of capital in respect of the redemption or purchase of any of its own shares (the payment being referred to below as “the relevant payment”), and
(b) the aggregate amount of the company’s assets and the amounts paid by way of contribution to its assets (apart from this section) is not sufficient for payment of its debts and liabilities, and the expenses of the winding up.
(2) If the winding up commenced within one year of the date on which the relevant payment was made, then—
(a) the person from whom the shares were redeemed or purchased, and
(b) the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for purposes of the redemption or purchase (except a director who shows that he had reasonable grounds for forming the opinion set out in the statement,
are, so as to enable that insufficiency to be met, liable to contribute to the following extent to the company’s assets.
(3) A person from whom any of the shares were redeemed or purchased is liable to contribute an amount not exceeding so much of the relevant payment as was made by the company in respect of his shares; and the directors are jointly and severally liable with that person to contribute that amount.
(4) A person who has contributed any amount to the assets in pursuance of this section may apply to the court for an order directing any other person jointly and severally liable in respect of that amount to pay him such amount as the court thinks just and equitable.
(5) Section 74 does not apply in relation to liability accruing by virtue of this section.
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) This section applies in the case of a company being wound up which was at some former time registered as unlimited but has re-registered as a limited company.
(2) Notwithstanding section 74(2)(a) above, a past member of the company who was a member of it at the time of re-registration, if the winding up commences within the period of 3 years beginning with the day on which the company was re-registered, is liable to contribute to the assets of the company in respect of debts and liabilities contracted before that time.
(3) If no persons who were members of the company at that time are existing members of it, a person who at that time was a present or past member is liable to contribute as above notwithstanding that the existing members have satisfied the contributions required to be made by them . . .
This applies subject to section 74(2)(a) above and to subsection (2) of this section, but notwithstanding section 74(2)(c).
(4) Notwithstanding section 74(2)(d) and (3), there is no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as above.
(1) This section applies in the case of a company being wound up which was at some former time registered as limited but has been re-registered as unlimited . . . .
(2) A person who, at the time when the application for the company to be re-registered was lodged, was a past member of the company and did not after that again become a member of it is not liable to contribute to the assets of the company more than he would have been liable to contribute had the company not been re-registered.
(1) In this Act . . . the expression “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.
(2) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under section 213 (imputed responsibility for company’s fraudulent trading) or section 214 (wrongful trading) in Chapter X of this Part.
(3) A reference in a company’s articles to a contributory does not (unless the context requires) include a person who is a contributory only by virtue of section 76.
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The liability of a contributory creates a debt (in England and Wales in the nature of an ordinary contract debt) accruing due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability.
(1) If a contributory dies either before or after he has been placed on the list of contributories, his personal representatives, and the heirs and legatees of heritage of his heritable estate in Scotland, are liable in a due course of administration to contribute to the assets of the company in discharge of his liability and are contributories accordingly.
(2) Where the personal representatives are placed on the list of contributories, the heirs or legatees of heritage need not be added, but they may be added as and when the court thinks fit.
(3) If in England and Wales the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for administering the estate of the deceased contributory and for compelling payment out of it of the money due.
(1) The following applies if a contributory becomes bankrupt, either before or after he has been placed on the list of contributories.
(2) His trustee in bankruptcy represents him for all purposes of the winding up, and is a contributory accordingly.
(3) The trustee may be called on to admit to proof against the bankrupt’s estate, or otherwise allow to be paid out of the bankrupt’s assets in due course of law, any money due from the bankrupt in respect of his liability to contribute to the company’s assets.
(4) There may be proved against the bankrupt’s estate the estimated value of his liability to future calls as well as calls already made.
83 Companies registered but not formed under the Companies Act 2006
(1) The following applies in the event of a company being wound up which is registered but not formed under the Companies Act 2006..
(2) Every person is a contributory, in respect of the company’s debts and liabilities contracted before registration, who is liable—
(a) to pay, or contribute to the payment of, any debt or liability so contracted, or
(b) to pay, or contribute to the payment of, any sum for the adjustment of the rights of the members among themselves in respect of any such debt or liability, or
(c) to pay, or contribute to the amount of, the expenses of winding up the company, so far as relates to the debts or liabilities above mentioned.
(3) Every contributory is liable to contribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability.
(4) In the event of the death, bankruptcy or insolvency of any contributory, provisions of this Act, with respect to the personal representatives, to the heirs and legatees of heritage of the heritable estate in Scotland of deceased contributories and to the trustees of bankrupt or insolvent contributories respectively, apply.
84 Circumstances in which company may be wound up voluntarily.
(1) A company may be wound up voluntarily—
(a) when the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring it be wound up voluntarily;
(b) if the company resolves by special resolution that it be wound up voluntarily;
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) In this Act the expression “a resolution for voluntary winding up” means a resolution passed under either of the paragraphs of subsection (1).
(2A) Before a company passes a resolution for voluntary winding up it must give written notice of the resolution to the holder of any qualifying floating charge to which section 72A applies.
(2B) Where notice is given under subsection (2A) a resolution for voluntary winding up may be passed only—
(a) after the end of the period of five business days beginning with the day on which the notice was given, or
(b) if the person to whom the notice was given has consented in writing to the passing of the resolution.
(3) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to a resolution under paragraph (a) of subsection (1) as well as a special resolution under paragraph (b).
(4) This section has effect subject to section 43 of the Commonhold and Leasehold Reform Act 2002.
(1) When a company has passed a resolution for voluntary winding up, it shall, within 14 days after the passing of the resolution, give notice of the resolution by advertisement in the Gazette.
(2) If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
For purposes of this subsection the liquidator is deemed an officer of the company.
(1) In case of a voluntary winding up, the company shall from the commencement of the winding up cease to carry on its business, except so far as may be required for its beneficial winding up.
(2) However, the corporate state and corporate powers of the company, notwithstanding anything to the contrary in its articles, continue until the company is dissolved.
88 Avoidance of share transfers, etc. after winding-up resolution.
Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the company’s members, made after the commencement of a voluntary winding up, is void.
(1) Where it is proposed to wind up a company voluntarily, the directors (or, in the case of a company having more than two directors, the majority of them) may at a directors’ meeting make a statutory declaration to the effect that they have made a full inquiry into the company’s affairs and that, having done so, they have formed the opinion that the company will be able to pay its debts in full, together with interest at the official rate (as defined in section 251), within such period, not exceeding 12 months from the commencement of the winding up, as may be specified in the declaration.
(2) Such a declaration by the directors has no effect for purposes of this Act unless—
(a) it is made within the 5 weeks immediately preceding the date of the passing of the resolution for winding up, or on that date but before the passing of the resolution, and
(b) it embodies a statement of the company’s assets and liabilities as at the latest practicable date before the making of the declaration.
(3) A copy of the declaration shall be delivered to the registrar of companies before the expiration of 15 days immediately following the date on which the resolution for winding up is passed.
(4) A director making a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the official rate, within the period specified is liable to imprisonment or a fine, or both.
(5) If the company is wound up in pursuance of a resolution passed within 5 weeks after the making of the declaration, and its debts (together with interest at the official rate) are not paid or provided for in full within the period specified, it is to be presumed (unless the contrary is shown) that the director did not have reasonable grounds for his opinion.
(6) If a copy of a declaration required by subsection (3) to be delivered to the registrar is not so delivered within the time prescribed by that subsection, the company and every officer in default is liable to a fine and, for continued contravention, to a daily default fine.