Q&As

A company has been voluntarily wound up by its shareholders and is then restored to the register because a claim is made against it. What is the liability of that company, its shareholders and its directors in the event of a successful claim being made? Does the answer change whether it was a creditors’ or members’ voluntary liquidation?

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Produced in partnership with Ian Defty of CVR Global
Published on LexisPSL on 22/09/2020

The following Restructuring & Insolvency Q&A Produced in partnership with Ian Defty of CVR Global provides comprehensive and up to date legal information covering:

  • A company has been voluntarily wound up by its shareholders and is then restored to the register because a claim is made against it. What is the liability of that company, its shareholders and its directors in the event of a successful claim being made? Does the answer change whether it was a creditors’ or members’ voluntary liquidation?

If a company has been dissolved, and therefore removed from the Register of Companies, for any action to be brought against the company, the company needs to be restored to the register.

The ability to restore a company to the Register of Companies, and the ancillary sections are set out in statute at sections 1029–1034 of the Companies Act 2006 (CA 2006). The application for restoration of a company is made through the courts by way of a claim form and witness statement. The claim form also needs to be served on both the Registrar of Companies and the Treasury Solicitor.

For further reading, see Practice Note: Company restoration—restoration by court order.

CA 2006, s 1029(2) sets out who can make such an application:

‘…(a) the Secretary of State,

(b) any former director of the company,

(c) any person having an interest in land in which the company had a superior or derivative interest,

(d) any person having an interest in land or other property—

(i) that was subject to rights vested in the company, or

(ii) that was benefited by obligations owed by the company,

(e)

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