Cartwright & Anor v The Registrar of Companies

A notice under paragraph 83 of Schedule B1 to the Insolvency Act 1986 takes effect on receipt by the Registrar, even though administrative steps may complete later. This interpretation gives effect to the statutory purpose of a seamless transition from administration to creditors’ voluntary liquidation. A notice is properly delivered where the prescribed information, including proposed liquidators’ addresses, is clearly ascertainable from the document as a whole; mechanical repetition in the specified section is unnecessary. A later administrative delay does not create a gap between the two insolvency processes.

The former administrators of Globespan Airways Limited applied for relief concerning notices intended to move the company from administration to creditors’ voluntary liquidation under paragraph 83 of Schedule B1 to the Insolvency Act 1986. The first notice was delivered before the administrators’ appointment expired, but the Registrar rejected it because the proposed liquidators’ addresses were not repeated in the relevant section of the form. Later notices were delivered after the administrators’ appointment had ended and were registered. The issues were whether the first notice was properly delivered, when registration took effect, and what corrective relief was available.

1. The first notice was properly delivered. Section 1072 of the Companies Act 2006 required the prescribed contents, but it did not require information to be repeated mechanically in the precise section indicated by marginal guidance. The administrators’ and proposed liquidators’ identities and addresses were clear from the document as a whole. The omission therefore did not make the notice invalid.

2. Paragraph 83 was to be construed purposively. Its primary purpose was to provide a simple and seamless transition from administration to creditors’ voluntary liquidation. The special statutory consequences of an immediately preceding administration supported that construction. The Registrar’s interpretation, under which registration took effect only when administrative processing was complete, would routinely create a gap and defeat that purpose.

3. Registration under paragraph 83(4) therefore took effect on the date when the notice was received by the Registrar. The later completion of administrative steps affected when the entry became visible on the public register, but not the effective date of registration. This approach was consistent with the analogous treatment of applications under the Land Registration Act 2002 and Land Registration Rules 2003.

4. The second and third notices were invalid because they were sent after the administrators’ appointment had expired. The first notice should have been registered with effect from 14 December 2010. The court ordered removal of the incorrect registered entries and declared that the first notice ought to be registered from that date, with permission to apply within six months.

First instance decision. No earlier appellate decision is stated in the judgment.