Compulsory winding up 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. ...

Compulsory liquidation The title deeds should comprise: an official copy of the winding‑up order; and, unless the liquidator is the official receiver (as appointed by the court under that order), also certified copies of one of the following: the resolution passed at the creditors’ meeting appointing the liquidator; or the resolution passed at the contributories’ meeting appointing the liquidator, together with a certificate issued by or on behalf of the liquidator confirming that a creditors’ meeting was duly held and either endorsed the contributories’ appointment or did not pass a resolution nominating a liquidator; or the court’s order appointing the liquidator under either: IA 1986, s 139(4) (overriding the creditors’ appointment, which would otherwise take precedence over any appointment in the winding‑up resolution — see IA 1986, s 139(3)); or IA 1986, s 140 (for any winding‑up following administration or a voluntary arrangement); or the liquidator’s appointment...

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 is archived and no longer updated. It addresses the impact on restructuring and insolvency court business arising from temporary measures introduced due to coronavirus (COVID-19). For the implications for litigation more generally, see Practice Note: Coronavirus (COVID-19) implications for dispute resolution [Archived]. Are the courts operating normally? The Supreme Court continues to deal with cases, with both hearings and judgments taking place either in person or via remote participation. The Court of Appeal building is open during the hours of 10 am to 4.30 pm (Monday to Friday). From 14 February 2022, e-filing is compulsory for legally represented parties in the Court of Appeal—see LNB News 14/02/2022 58. The RCJ remains open, including the Fees Office. Fees can also be paid by telephone between the hours of 10 am and 4 pm, or by email (RCJfeespayments@justice.gov.uk)—see LNB News 01/03/2021 17. The appointment-based system is available; appointments can be booked by calling 0203 936 8957. The Fees Office has relocated to the West Green Building. ...

Unless the application proceeds without notice, once an application within insolvency proceedings has been issued, an early obligation is to serve the application and its supporting documents on the respondent. Challenges may arise where service cannot be completed because, for instance, the respondent cannot be located or is deliberately evading service. This Practice Note explores the options open to an applicant who cannot effect service of an application and accompanying documents in insolvency proceedings on a respondent. It does not consider alternative service methods for bankruptcy petitions, winding‑up petitions, or administration applications by which insolvency proceedings are commenced. For guidance on serving documents that commence insolvency proceedings, see Practice Notes: Practice Notes: How do you effect service of a creditor’s bankruptcy petition on the debtor and what if service cannot be effected? Compulsory winding‑up of a company—the process and procedure Court appointments of administrators—the procedure For reading on the service of applications made in insolvency proceedings, see Practice Note: Service of...

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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 ] [ ....................... ...

In partnership with Alexander Stewart of Hogarth Chambers If a limited liability partnership (LLP) becomes insolvent, the preferred view is that members’ entitlements to amounts due under their capital and current accounts are subordinated to the claims of external unsecured creditors. That said, it can be contended that members’ claims for advances or loans made to the LLP—despite being entered in their current accounts—stand on the same footing as those of external unsecured creditors. LLPs are established by the Limited Liability Partnerships Act 2000 (LLPA 2000). In several respects, including insolvency, LLPs are akin to limited companies rather than partnerships; see: Limited liability partnerships (LLPs) and insolvency—overview. Where an LLP is insolvent, it is terminated by voluntary or compulsory winding-up. The winding-up regime under the Insolvency Act 1986 (IA 1986) operates alongside LLPA 2000, s 14 and the Limited Liability Partnerships Regulations 2001 (LLPR 2001), SI 2001/1090, reg 5 and LLPR 2001, SI 2001/1090, Sch 3 (as amended)...