Jurisdiction(s):
United Kingdom

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Key definition

Winding-up petition definition

What does Winding-up petition mean? A winding-up petition is the court application used to place a company into compulsory liquidation. It is the mechanism by which a creditor, the company itself, directors, shareholders (contributories) or certain regulators seek a court order to wind up the company. Across England & Wales and Scotland, the process is governed principally by the Insolvency Act 1986 and the insolvency rules; in Northern Ireland by the Insolvency (Northern Ireland) Order 1989; and in Ireland by the Companies Act 2014. The term appears in those statutes and related rules. Typical grounds include the company’s inability to pay its debts (subject to statutory debt...

Just and equitable winding-up under IA 1986: minority remedy, standing, grounds (unfair prejudice, deadlock, substratum), three-stage test, remedies and interaction with CA 2006 s 994

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Practice notes

This Practice Note examines the statutory route for presenting a winding-up petition on the just and equitable basis under section 122(1)(g) of the insolvency Act 1986 (ia 1986), explaining its nature and when it may safeguard minority shareholders’ interests. It outlines who may petition, which companies can be targeted, and the rationale for ordering a company to be wound up (including unfair prejudice). It also addresses the relevance of the petitioner’s own behaviour (such as delay) and the remedies available. For a guide to terminology used in this Practice Note—see the section below: Key terms encountered when applying for a winding-up on the just and equitable ground. For procedural guidance, see Practice Note: Just and equitable winding-up - the procedure.

What is a just and equitable winding-up petition?

A petition to wind up a company on the just and equitable ground is a statutory remedy provided by IA 1986, ss 122-125. Although the petition seeks a compulsory winding-up order, the claim is brought by a minority shareholder in relation to a solvent company. As with an unfair prejudice claim, the proper active defendant is the majority, rather than the company itself...

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Mark Hubbard

New Square Chambers

Mark is a barrister with a reputation as a litigator in commercial litigation, contentious trusts, civil fraud, company, insolvency, regulatory cases as well as advisory work in those fields. His practice has a substantial offshore and international element. Mark has particular experience of litigation in the Bahamas, the Isle of Man, Gibraltar, Guernsey, Jersey, Singapore and Switzerland and is praised by clients for his quick grasp of complex cases, and for the quality of his advocacy, advice, and client skills. ...

Web page updated on 21/05/2026

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