In force2020 Revised Edition

Contents

Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 8 · Winding Up

210. Early dissolution of company administered by liquidator other than Official Receiver

(1)

This section applies where a liquidator of a company (other than the Official Receiver) has reasonable cause to believe that —

(a)

the realisable assets of the company are insufficient to cover the expenses of the winding up; and

(b)

the affairs of the company do not require any further investigation.

(2)

Where this section applies, the liquidator may, after obtaining the written consent of the Official Receiver, give a notice that, at the expiration of 30 days after the date of that notice, the name of the company mentioned in that notice will be struck off the register by the Registrar of Companies, and the company will be dissolved, unless —

(a)

action is taken in accordance with subsection (6) for the appointment of a replacement liquidator for the purposes of continuing the liquidation; or

(b)

an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.

(3)

Subject to subsections (4) and (5), a notice under subsection (2) must —

(a)

be given to —

(i)

all the creditors who have filed proofs of debt, and whose proofs have not been rejected;

(ii)

every person who, to the knowledge of the liquidator, claims to be a creditor of the company, and has not filed a proof of debt;

(iii)

every person mentioned in the statement of affairs as a creditor who has not filed a proof of debt;

(iv)

any receiver or manager of the company; and

(v)

all the contributories of the company; and

(b)

be advertised in at least one English local daily newspaper.

(4)

The liquidator may, with the written consent of the Official Receiver, apply to the Court for an order that the notice under subsection (2) need not be given to the persons mentioned in subsection (3)(a).

(5)

The Court must not make an order under subsection (4) unless the Court is satisfied that the cost of giving the notice under subsection (2) to the persons mentioned in subsection (3)(a) will be excessive, having regard to —

(a)

the realisable assets of the company; and

(b)

the likelihood that the advertisement mentioned in subsection (3)(b) will be sufficient to bring the notice to the attention of the persons mentioned in subsection (3)(a).

(6)

The liquidator must allow any creditor, contributory or receiver or manager mentioned in subsection (3)(a) to take any necessary action, before the expiry of the period of 30 days after the date of the notice mentioned in subsection (2), for the appointment of a replacement liquidator for the purposes of continuing the liquidation.

(7)

Upon the giving of the notice under subsection (2), the liquidator (subject to any order given under section 211) ceases to be required to perform any duty imposed on the liquidator in relation to the company, its creditors or contributories by virtue of any provision of this Act.

(8)

At the expiration of the period of 30 days mentioned in subsection (2), the liquidator may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless —

(a)

action is taken in accordance with subsection (6) for the appointment of a replacement liquidator for the purposes of continuing the liquidation; or

(b)

an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.

(9)

Upon receiving the notice mentioned in subsection (8), the Registrar of Companies must publish a notice of the striking off of the company in the Gazette.

(10)

On the publication in the Gazette of the notice mentioned in subsection (9) —

(a)

the company is dissolved; but(b)the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved.

Terms defined in this Act

company
Defined · s 2
“company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
contributory
Defined · s 2
“contributory” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
Court
Defined · s 2
“Court” means the General Division of the High Court;
Open s 2
creditor
Defined · s 273
“creditor”, in relation to a debtor proposing a voluntary arrangement under Part 14, means a creditor to whom the debtor owes a debt provable in bankruptcy;
Open s 273
debt
Defined · s 288
“debt” means any debt, or any liability to pay money, that is unsecured, present, certain, and of an amount that is fixed or liquidated;
Open s 288
liability
Defined · s 2
“liability” means a liability to pay money or money’s worth, regardless whether such liability is present or future, certain or contingent or of an amount that is fixed or liquidated or that is capable of being ascertained by fixed rules or as a matter of opinion, and includes any such liability arising —(a)under any written law;(b)under contract, tort or bailment;(c)as a result of a breach of trust by the person liable; or(d)out of an obligation to make restitution;
Open s 2
liquidator
Defined · s 2
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Open s 2
member
Defined · s 2
“member”, in relation to a company, means a member of a company mentioned in section 19(6) or (6A) of the Companies Act 1967;
Open s 2
officer
Defined · s 61
“officer”, in relation to a corporation, includes —(a)a director or secretary of the corporation, or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)a liquidator of a company appointed in a voluntary winding up,but does not include —(d)a receiver who is not also a manager;(e)a receiver and manager appointed by the Court;(f)a liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7;
Open s 61
Official Receiver
Defined · s 2
“Official Receiver” means the Official Receiver appointed under section 17(1) and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver;
Open s 2
Registrar of Companies
Defined · s 2
“Registrar of Companies” means the Registrar of Companies appointed under section 8 of the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies;
Open s 2