How to cope when a foreign company in liquidation in England is being dissolved in its country of incorporation

How to cope when a foreign company in liquidation in England is being dissolved in its country of incorporation
 What is the impact on a liquidation if a company is dissolved in its country of incorporation? David Leibowitz, restructuring and insolvency partner at Berwin Leighton Paisner LLP, discusses the doctrine of reanimation in light of the case of Re Agrenco Madeira.

 

Original news

Re Agrenco Madeira—Comércio Internacional Lda [2014] Lexis Citation 52, [2014] All ER (D) 118 (Apr)

A company incorporated under the laws of Portugal entered into liquidation in England. It became clear that the Portuguese authorities had subsequently initiated proceedings for the involuntary dissolution and liquidation of the company in Portugal. The liquidators sought relief in the English court to ensure that there was no question as to their authority to act. The Companies Court decided that, on the proper application of the Insolvency Act 1986, s 225(1) (IA 1986) the liquidators still had that authority.

What were the background facts to the decision?

Agrenco was incorporated under the laws of Portugal. It was wound up in England under IA 1986, s 221 as an unregistered company. At a point in time when the liquidation was well underway but not yet concluded, the liquidators were informed that the Madeiran Offshore Registry had initiated proceedings for the involuntary dissolution and liquidation of Agrenco.

The liquidators applied to the English Companies Court for declaratory relief confirming that, if Agrenco is dissolved in Portugal, as appeared to be imminent, the winding up in England will continue and they will remain duly authorised to discharge their functions as liquidators.

Authorities considered

Mr Bayfield, Counsel for the liquidators, referred the court to the decisions of the House of Lords in Russian and English Bank and Florance Montefiore Guedalla v Baring Brothers & Co Ltd

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