C1C2C3 PART VWINDING UP OF COMPANIES REGISTERED UNDER F12the Companies Act 2006
Pt. V modified (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 13, 49(1) (with ss. 2(2), 5(2))
Pts. 1-5 modified by S.R. 2004/307 (as amended (1.10.2006) by Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006 (S.R. 2006/377), reg. 3, Sch. 2; (temp.) (27.4.2020 retrospective) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 11 para. 8(1)(2), 14 (with ss. 2(2), 5(2)); (26.6.2020) by The Limited Liability Partnerships (Amendment etc.) Regulations 2020 (S.I. 2020/643), reg. 1(1), Sch. 2 (with reg. 3); (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), reg. 1(1), Sch. 2 (with reg. 4(2)))
Pts. 1-5 applied (with modifications) (4.1.2024) by S.I. 2021/716, Sch. 1A para. 3 (as inserted by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), reg. 1(2), Sch. 1)
C3CHAPTER VIIIPROVISIONS OF GENERAL APPLICATION IN WINDING UP
Miscellaneous matters
C3Rescission of contracts by the High CourtC6C3157
1
The High Court may, on the application of a person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non‐performance of the contract, or otherwise as the Court thinks just.
2
Any damages payable under the order to such a person may be proved by him as a debt in the winding up.
C3Power to make over assets to employeesF1C4C3C5158
1
On the winding up of a company (whether by the High Court or voluntarily), the liquidator may, subject to the provisions of this Article, make any payment whch the company has, before the commencement of the winding up, decided to make under F2section 247 of the Companies Act 2006 (power to provide for employees or former employees on cessation or transfer of business).
F32
The liquidator may, after the winding up has commenced, make any such provision as is mentioned in section 247(1) if—
a
the company's liabilities have been fully satisfied and provision has been made for the expenses of the winding up,
b
the exercise of the power has been sanctioned by a resolution of the company, and
c
any requirements of the company's F4articles as to the exercise of the power conferred by section 247(1) are complied with.
3
Any payment which may be made by a company under this Article (that is, a payment after the commencement of its winding up) may be made out of the company's assets which are available to the members on the winding up.
4
On a winding up by the High Court, the exercise by the liquidator of his powers under this Article is subject to the Court's control, and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of the power.
5
Paragraphs (1) and (2) have effect notwithstanding anything in any rule of law or in Article 93 of this Order (property of company after satisfaction of liabilities to be distributed among members).
C3Notification that company is in liquidation159
F51
When a company is being wound up, whether by the High Court or voluntarily—
a
b
all the company's websites,
must contain a statement that the company is being wound up.
2
If default is made in complying with this Article, the company and any of the following persons who knowingly and wilfully authorises or permits the default, namely, any officer of the company, any liquidator of the company and any receiver or manager, shall be guilty of an offence.
C3Interest on debts160
1
In a winding up interest is payable in accordance with this Article on any debt proved in the winding up, including so much of any such debt as represents interest on the remainder.
2
Any surplus remaining after the payment of the debts proved in a winding up shall, before being applied for any other purpose, be applied in paying interest on those debts in respect of the periods during which they have been outstanding since the company went into liquidation.
3
All interest under this Article ranks equally, whether or not the debts on which it is payable rank equally.
4
The rate of interest payble under this Article in respect of any debt ( “the official rate”) is whichever is the greater of—
a
the rate applicable to a money judgment of the High Court on the day on which the company went into liquidation, and
b
the rate applicable to that debt apart from the winding up.
C3Company's books to be evidence161
Where a company is being wound up, all books and papers of the company and of the liquidators are, as between the contributories of the company, prima facie evidence of the truth of all matters purporting to be recorded in them.
C3Information as to pending liquidations162
1
If the winding up of a company is not concluded within one year from its commencement, the liquidator shall, at such intervals as may be prescribed, until the winding up is concluded, send to the registrar a statement in the prescribed form and containing the prescribed particulars with respect to the proceedings in, and position of, the liquidation.
2
If a liquidator contravenes this Article, he shall be guilty of an offence and for continued contravention, he shall be guilty of a continuing offence.
C3Resolutions passed at adjourned meetingsF8C7C3C8163
Where a resolution is passed at an adjourned meeting of a company's creditors or contributories, the resolution is treated for all purposes as having been passed on the date on which it was in fact passed, and not as having been passed on any earlier date.
C3Meeting to ascertain wishes of creditors or contributories164
1
The High Court may—
a
as to all matters relating to the winding up of a company, have regard to the wishes of the creditors or contributories (as proved to it by any sufficient evidence), and
b
if it thinks fit, for the purpose of ascertaining those wishes, direct meetings of the creditors or contributories to be called, held and conducted in such manner as the Court directs, and appoint a person to act as chairman of any such meeting and report the result of it to the Court.
2
In the case of creditors, regard shall be had to the value of each creditor's debt.
C3Affidavits, etc., in United Kingdom and elsewhere165
1
An affidavit required to be sworn under or for the purposes of this Part may be sworn in Northern Ireland before any court, judge or person lawfully authorised to take and receive affidavits, and shall, if sworn in Great Britain or elsewhere in Her Majesty's dominions before any court, judge or person lawfully authorised to take and receive affidavits, or before any of Her Majesty's consuls or vice‐consuls in any place outside Her Majesty's dominions, be treated as an affidavit sworn under or for the purposes of this Part.
2
All courts, judges,F11 lay magistrates, commissioners and persons acting judicially shall take judicial notice of the seal or stamp or signature (as the case may be) of any such court, judge, person, consul or vice‐consul attached, appended or subscribed to any such affidavit, or to any other document to be used for the purposes of this Part.
Words in Pt. V heading substituted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 111(2) (with art. 10)