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Part 2 Dissolution after the winding-up order
March 2010
It is important the official receiver provides early notification to the registrar on the making of a winding-up order to avoid the company being struck off and dissolved. Failure to notify the registrar could lead to additional costs being incurred by the official receiver if he/she needs to restore the company to the register.
If the notification of the winding-up order is received after the gazette notice of intention to strike off the company has appeared but before the instruction to gazette the notice of striking off has been issued, the dissolution process will not proceed.
In the High Court or its District Registries notification to the registrar will be made centrally by the Petitions and Transfers team.
In the County Court the official receiver is responsible for notifying the registrar of the winding-up order.
38.30 Procedure begun prior to the winding-up order
It is possible that a company may be dissolved after a winding-up order has been made. Dissolution action commenced by the registrar may not have been detected by the petitioner or is at such a stage, for example, following striking off, that the dissolution may not be prevented.
38.31 Company dissolved – no further enquiries
Where the official receiver has completed his/her enquiries and all the following criteria are met:-
1. there are no assets to be realised,
2. the official receiver is reasonably satisfied that all creditors and employees are aware of the winding-up proceedings,
3. the directors have complied with their obligations with regard to the winding up, and
4. further enquiry, prosecution and/or disqualifications are not proposed,
the case should be processed quickly and closed. A combined notice of report to creditors and release notice RELASS, including the date of dissolution, should be sent to creditors and contributories. When the case is passed to Estate Accounts Services, Birmingham the fact that the company has been dissolved should be drawn to that Section’s attention to prevent notice of the conclusion of the liquidation being sent to Companies House.
38.32 Company dissolved – further investigation
On the making of a valid winding-up order against a company the official receiver has a general duty to investigate its affairs [Note 1]. Although there is doubt as to whether the official receiver can investigate the affairs of a company which has been dissolved, it would appear that he/she can act upon this general duty and complete his/her enquiries. Legal advice obtained states that offences survive dissolution and disqualification action can be taken against the directors of a company that has been subject to a valid winding-up order ( see paragraph 38.55). However, the Insolvency Act 1986 precludes the taking of enforcement action, such as the calling of a public examination, after the company has been dissolved [Note 2]. Neither the official receiver nor an insolvency practitioner can act as liquidator of a company which has been dissolved. Where enforcement action or any action which involves some form of asset recovery is to be taken, for example, misfeasance, which requires the company to be on the register before damages can be awarded (see paragraph 31.4B.72), the official receiver should apply for the company to be restored to the register (see Part 10 of this chapter) [Note 3].
[Back to part 1 Dissolution prior to winding up] [On to part 3 Early Dissolution]