Part V Winding up of Unregistered Companies (ss [220-229)
Part V Winding up of Unregistered Companies (ss [220-229)

[220 Meaning of “unregistered company”]

[For the purposes of this Part “unregistered company” includes any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.]


221 Winding up of unregistered companies

(1)     Subject to the provisions of this Part, any unregistered company may be wound up under this Act; and all the provisions of this Act . . . about winding up apply to an unregistered company with the exceptions and additions mentioned in the following subsections.

(2)     If an unregistered company has a principal place of business situated in Northern Ireland, it shall not be wound up under this Part unless it has a principal place of business situated in England and Wales or Scotland, or in both England and Wales and Scotland.

(3)     For the purpose of determining a court's winding-up jurisdiction, an unregistered company is deemed—

(a)     to be registered in England and Wales or Scotland, according as its principal place of business is situated in England and Wales or Scotland, or

(b)     if it has a principal place of business situated in both countries, to be registered in both countries;

and the principal place of business situated in that part of Great Britain in which proceedings are being instituted is, for all purposes of the winding up, deemed to be the registered office of the company.

(4)     No unregistered company shall be wound up under this Act voluntarily[, except in accordance with the] [EU Regulation].

(5)     The circumstances in which an unregistered company may be wound up are as follows—

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