Hellard & Anor v Registrar of Companies & Ors

Standing to apply for restoration under Companies Act 2006, s 1029 is fact-sensitive. The statutory categories and the residual category of a person appearing to have an interest do not create a fixed checklist. A factor sufficient in one case is not necessarily required in another. The applicant must nevertheless identify an interest in restoration beyond idle or officious curiosity. Support from a creditor, an intended appointment as liquidator after restoration, a public-interest purpose, or the discovery of matters warranting investigation does not, without more, establish standing. The court must distinguish the purpose for which restoration is sought from the applicant’s own interest in the matter of restoration. The application failed because the claimants had not shown the necessary interest.

The claimants sought restoration of 31 dissolved companies under s 1029 of the Companies Act 2006, together with their appointment as liquidators under s 108 of the Insolvency Act 1986. HMRC, a creditor of each company, supported the applications because it wished independent investigations to be made into fees charged by former office-holders. Twenty-nine applications were opposed by former office-holders and related parties.

The principal issue was whether the claimants had locus as persons appearing to the court to have an interest in the matter of restoration. The court also heard submissions on whether restoration would be just and whether the discretion should be exercised, but those issues did not require determination.

1. The claims were dismissed. The claimants failed to establish that they were persons appearing to the court to have an interest for the purposes of s 1029 of the Companies Act 2006.
2. The single restoration procedure introduced by the 2006 Act did not convert the earlier authorities into a comprehensive checklist. Existing cases identify relevant factors, but no particular factor, such as a proprietary or pecuniary interest or the need to perform statutory duties, is invariably necessary. The question depends on the actual circumstances of each case, and the court should be slow to add restrictions to deliberately open statutory language. Joddrell v Peaktone Ltd [2013] 1 WLR 784 was relied on for the historical explanation of that statutory change.
3. The residual category nevertheless requires an interest in the matter of restoration beyond idle or officious curiosity. The mere fact that a creditor supports restoration, or that a regulator does not oppose it, does not give another person standing. Nor does a proposed appointment as liquidator after restoration: the claimants were strangers to the companies, and the proposed s 108 application did not feed into the restoration application.
4. The court rejected the argument that identifying apparent misconduct or fee overcharging, undertaking related investigations, or invoking the wider public interest was sufficient. The purpose of restoration and the applicant’s standing to seek it are distinct questions. The claimants’ evidential material did not establish that restoration was required for them properly to perform duties in relation to other companies.
5. The court did not decide whether restoration would be just or whether the discretion would otherwise be exercised, because the standing issue was decisive. Costs were to be addressed on handing down.