Compulsory liquidation meaning

This Checklist should be read in conjunction with the Practice Note: Block transfer orders—the law and practice. Read this Checklist alongside the Practice Note: Block transfer orders—the law and practice. There are three principal scenarios that necessitate a block transfer of office-holder appointments: where an office-holder dies on the retirement of an office-holder from practice where an office-holder is otherwise unable or unwilling to continue in office. This may happen if an office-holder moves firms, or loses their licence to practise as a result of regulatory action The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, rr 12.35–12.38, govern applications to the court for the block transfer of cases from one office-holder to another. The block transfer application process applies to the following types of appointment: compulsory liquidation (winding up by the court) voluntary liquidation (both members’ voluntary liquidations and creditors’ voluntary liquidations) administration bankruptcy voluntary arrangement (both company voluntary...

Compulsory liquidation Provide a certified court interlocutor ordering winding up and naming the liquidator, plus certified proof of appointment: creditors’ resolution, contributories’ resolution with the liquidator’s certificate on the creditors’ meeting, or a court order. Creditors’ voluntary liquidation Include a certified general meeting winding‑up resolution and either the creditors’ resolution appointing the liquidator or a court order. If moving straight from administration, add a certified, administrator‑signed and Companies House‑stamped form 2.25B (Scotland). Members' voluntary liquidation Supply a liquidator/secretary certificate that a solvency declaration was filed, and a certified general meeting resolution appointing the liquidator. Checking the appointment Irregularities do not invalidate acts, but absence of appointment does—so verify appointment and any limits on Schedule 4 powers; in compulsory cases powers are court‑controlled and creditors or contributories may apply. Joint liquidators Confirm power to act severally; otherwise all must execute sale documents. ...

Brexit—R&I forms for use pre- and post-IP completion day [ARCHIVED] This Checklist is archived and is no longer being maintained. On 30 January 2019, the Insolvency (Amendment) (EU Exit) Regulations 2019 (the Insolvency Brexit Regulations), SI 2019/146, were laid under the affirmative procedure for Brexit statutory instruments to remedy deficiencies arising from the loss of mutual application of Regulation (EU) 2015/848 (OJ L141/19), the Recast Insolvency Regulation, and to make consequential amendments across related legislation. The instrument took effect in part from 31 January 2019 and in full from IP completion day, defined as 11.00 pm on 31 December 2020. The changes to the legislative framework include revisions to the prescribed information that must be supplied under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, on the appointment of an insolvency office-holder. In many instances, the amendments correspond to the revised jurisdictional gateways for commencing a range of insolvency proceedings...

Just Trays Ltd v Emu Products Ltd [2024] EWHC 29 (Ch), [2024] All ER (D) 55 (Jan) What are the practical implications of this case? This judgment underscores that carefully marshalled evidence, directly engaging with the questions the court must resolve, is essential to showing a triable issue with real prospects of success. The judge remarked that JTL’s evidence was precise and comprehensive, notably in explaining the computation of particular sums, and it also relied on EPL’s own papers. The court contrasted this with EPL’s material, which did not adopt the same structured approach to revealing how its figures had been put together. The decision further reiterates the governing test for an injunction restraining presentation, and it offers a useful point of comparison with Bridger & Co Ltd v Specialist Lending Ltd (t/a Duologi) [2023] EWHC 2562 (Ch), [2023] All ER (D) 89 (Oct) (see also News Analysis: Winding up petitions—application to restrain advertisement ( Bridger & Co Ltd v Specialist Lending Ltd )), another recent decision on...

McGann v Eldonian Community Trust Ltd [2025] EWHC 3103 (Ch) What are the practical implications of this case? This ruling distils several concrete lessons for those dealing with charity governance, disputed liabilities, and the deployment of winding-up petitions. To begin with, the court stressed that a creditor’s locus is tightly policed: a petitioner must evidence a debt that is either unchallenged or incapable of sensible dispute. If governance defects, dubious paperwork, or uncertainties about authority surround the claim, the court will readily conclude there is a bona fide dispute on substantial grounds. That stance makes clear winding-up petition is not a lever for pressure where the liability is itself arguable. Next, the judgment spotlights the perils of informal or flawed governance in companies limited by guarantee. Omitting AGMs, failing to keep accurate membership lists, or not appointing trustees lawfully can seriously muddy issues of authority—for example, whether directors properly instructed advisers or authorised repayment. Further, the court’s response to the altered invoice shows that documentary irregularities—even if not determinative—gravely...

Re The Whitehall Partnership Ltd [2023] EWHC 596 (Ch), [2023] All ER (D) 61 (Mar) What are the practical implications of this case? The decision offers analysis of the court’s overall method when considering whether to make a winding‑up order on just and equitable grounds, together with the additional requirements in IA 1986, s 125(2) applied when deciding a contributory’s petition for such an order. It also addresses the allocation of the burden of proof under that sub‑section. On the broader issue of just and equitable winding up, the judge examined what it means where responsibility for the breakdown of the relationship lies with one or both participants. He stated that the court is unlikely to exercise its discretion in favour of a petitioner who is wholly, or to a large extent, the author of that breakdown. The judge further underlined the requirement that the petitioner demonstrate a concrete benefit from the making of any order, and stressed that the advantage must accrue to the petitioner in their capacity...

The official receiver (OR) is designated as trustee in bankruptcy (trustee) or as liquidator to manage and investigate every bankruptcy and court-ordered winding up, including those of partnerships. The Secretary of State or the creditors may, in place of the OR, appoint an insolvency practitioner (IP) to act as trustee for personal insolvencies or as liquidator for corporate cases. Under the Insolvency Regulations 1994, SI 1994/2507, as amended (the Regulations), the OR or IP, as appropriate, is obliged to pay into the (ISA) any funds they receive while administering all bankruptcies and compulsory liquidations. Before 1 October 2011, sums from voluntary liquidations could also be lodged in the ISA; now, only unclaimed dividends in a voluntary liquidation may be paid into the ISA. Likewise, unclaimed dividends arising in an administration or an administrative receivership may be paid into the ISA once the company has been dissolved. The Regulations also permit payments out of the ISA for disbursements, expenses and distributions to creditors and, in a liquidation, to contributories, or, in...

This Practice Note covers: the impact of an insolvency process on ongoing litigation where the debtor, bankrupt or insolvent company is a claimant or defendant how an insolvency process interacts with an arbitration agreement binding the debtor, bankrupt or insolvent company additional considerations in a cross-border setting Personal insolvency What happens when the bankrupt is a claimant in ongoing proceedings? The presentation of a bankruptcy petition, whether by a creditor or by the debtor, has no legal consequence for proceedings already on foot where the debtor is the claimant. Once a bankruptcy order is made and a trustee in bankruptcy (the trustee) is appointed, most causes of action in which the bankrupt has an interest vest in the trustee under section 306 of the Insolvency Act 1986 (IA 1986). In such circumstances, it is the trustee, rather than the bankrupt, who has standing to carry on the claim. The trustee will proceed only if that course best serves the interests...

This Practice Note presents an overview of the principal points concerning a members’ voluntary liquidation (MVL) from a dispute resolution perspective. What is a MVL? An MVL is the procedure by which a company, via a resolution of its members, elects to cease its operations and progress towards dissolution. Throughout the process, a licensed insolvency practitioner, authorised by a recognised professional body, must be appointed as the company’s liquidator. An MVL is usually chosen where a solvent company has fulfilled its purpose and the members no longer wish to keep it as a corporate vehicle. It is also adopted where members intend to realise their investment in a solvent company. For further reading, see Practice Note: What is a members’ voluntary liquidation and when is it typically used? If the company is insolvent, an alternative route is required, such as a creditors’ voluntary liquidation (CVL) or compulsory liquidation. For further reading on these processes, see Practice Notes: Corporate insolvency for dispute resolution practitioners: creditors’...

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ARCHIVED This Precedent has been archived (as it is unnecessary in respect of winding-up petitions presented from 1 April 2022) and is therefore not maintained any more...

Note: Use this precedent together with an application notice template that accords with and complies with the Insolvency (England and Wales) Rules 2016, SI 2016/1024—see also: (Form IAA) IR 2016, r1.35 VAR Insolvency Act Application Notice Application notice in insolvency proceedings (corporate) In the matter of the insolvency act 1986 Application Notice Company name Company number [ Insert company number ] [ Insert name of court ] For court use only Court case number: Between Applicant [ Name of Applicant (usually the company ] and Respondent Petitioning Creditor Is this application in insolvency proceedings already before the court? [ Yes OR no ] [ ....................... ...