The following Dispute Resolution practice note Produced in partnership with Mark Hubbard of New Square Chambers provides comprehensive and up to date legal information covering:
A guide to specific terminology used in this Practice Note is provided—see below.
A petition to wind up a company on the just and equitable ground is a statutory remedy now provided by sections 122–125 of the Insolvency Act 1986 (IA 1986). It is sometimes also called a contributory’s petition. It is available in some circumstances to the minority shareholders in a company and involves seeking an order for the winding-up of a solvent company.
The remedy has existed under earlier statutes, since 1862, and pre–1986 case law is directly relevant.
A petitioner must be able to show that there would be a substantial surplus on a winding-up. In substance it is not, therefore, an insolvency procedure. It is a hostile application directed at the majority.
Note that winding up a solvent company by consent (or by a vote of the necessary majority at a general meeting of the company) can be achieved out of court by way of a members’ voluntary liquidation. For further information, see: Members' voluntary liquidation (MVL)—overview.
The circumstances in which the court will order a company to be wound up on this basis are usually the same circumstances in which the court would grant relief on an unfair prejudice petition. However, the only remedy the court may give is to wind up
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