Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Representations definition

What does Representations mean? In legal practice, a representation is a pre‑contractual statement of present or past fact (which may include a statement of law) made to induce another to enter a contract. It can be oral, written or implied from words or conduct; mere silence is usually insufficient, but half‑truths, a change of circumstances, or a duty to disclose (for example, in fiduciary or certain insurance contexts) can make non‑disclosure actionable. Statements of opinion or intention are not generally representations unless they imply underlying facts or are made without reasonable grounds. Actionable misrepresentation requires a false statement that is material, addressed to the claimant,...

False representations to creditors in winding up: offence by company officers (including shadow directors), elements, dishonesty test and penalties under the Insolvency Act 1986

Published by a LexisNexis Corporate Crime expert

Practice notes

Under the insolvency Act 1986 (ia 1986), it is a criminal offence for any officer of a company, past or present, to obtain creditors’ agreement by deception or by making false statements in connection with a company’s winding up. The matter can be prosecuted in either the magistrates’ court or the Crown Court.

Elements of the offence

a company is in the process of being wound up, whether by the court or voluntarily
the individual is, or has previously been, an officer of the company
they make a false representation, or
they perpetrate fraud
for the purpose of obtaining the creditors’ consent
to an agreement concerning the company’s affairs or to the winding up, and
they are deemed to have committed the offence if, prior to the winding up, they made any false representation or engaged in any other fraud for that purpose

Winding up of a company

This offence concerns misconduct occurring during the liquidation of a company or while the winding up is in progress...

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Thomas Jenkins

RPC

Tom is Of Counsel in RPC's Tax, Investigations and Financial Crime team. He has extensive experience in conducting anti-corruption investigations and advising on the implementation and enhancement of compliance programmes. He advises individual and corporate clients facing a wide range of financial crime and regulatory defence challenges, including multi-jurisdictional investigations and prosecutions involving bribery, corruption, fraud, money laundering and market abuse.Tom acts for clients in a broad range of sectors with particular experience in engineering, heavy industry, construction, aviation, oil and gas, finance, commodities trading and healthcare. ...

Adam Craggs

RPC

Adam Craggs is a partner and head of RPC's Tax, Investigations and Financial Crime Team. He has been advising clients for over thirty-five years on contentious tax and financial crime matters. Adam typically acts for high-net-worth individuals, family offices, trustees and corporates. He assists his clients on a wide range of contentious tax and financial crime issues, including investigations conducted by UK regulatory bodies. He advises those facing criminal fraud investigations and prosecutions and assists those facing urgent crisis situations, such as a 'dawn raid'. During his long career, Adam has led many cases through the civil and criminal courts, including several before the Supreme Court and the Court of Justice of the European Union.He is experienced in managing complex cross-border international investigations, both civil and criminal....

Web page updated on 21/05/2026

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