Hellard & Anor v Registrar of Companies & Ors

The court dismissed the claim for restoration of thirty-one companies under section 1029 Companies Act 2006 and for appointment as liquidators under section 108 Insolvency Act 1986 because the claimants did not establish that they were "persons ... interested" for the purposes of s.1029(2). The judge held that existing authorities require an actual interest in the matter of restoration beyond mere curiosity or a public-spirited concern, and that the claimants failed to adduce sufficient factual evidence of any proprietary, pecuniary or statutory duty-based interest. The court therefore did not address whether restoration would have been just or appropriate in the exercise of its discretion.

Background and parties: The claimants sought restoration of 31 companies to the register under s.1029 Companies Act 2006 and consequential appointment as liquidators under s.108 Insolvency Act 1986, in order to investigate fees charged by former officeholders associated with the P & A partnership. HM Revenue & Customs supported the restorations but would not publicly fund them. The former officeholders (second to seventh defendants) opposed 29 of the applications.

Nature of the claim/application: Applications for restoration to the register and for appointment as liquidators to enable investigations and potential claims against former officeholders.

Issues framed:

• Whether the claimants had locus standi as "persons ... interested" under s.1029(2) CA 2006 to bring restoration applications;
• If locus existed, whether the court should exercise its discretion to restore the companies and appoint the claimants as liquidators.

Facts and evidence: The claimants relied on HMRC's support, lack of objection by the Insolvency Practitioners Association, prior appointments in three other companies, and public interest in investigating possible misconduct. The claimants filed limited factual evidence as to their own interest; key witness statements did not articulate a proprietary or pecuniary interest in the companies sought to be restored.

Reasoning: The judge reviewed the statutory framework under the Companies Act 2006 and pre-2006 authorities addressing who qualifies as "interested". While acknowledging the breadth of the "sweep up" provision in s.1029(2)(k), the court concluded that standing depends on the circumstances of each case and that claimants must show more than officious curiosity. The court rejected submissions that (a) the claimants' desire to be appointed as liquidators in the future conferred standing, and (b) that support from HMRC or non-opposition by a regulator sufficed. The judge found the claimants' factual material inadequate to demonstrate the necessary proprietary, pecuniary or statutory-duty-based interest and therefore dismissed the applications on locus grounds, without determining the discretionary merits.

Wider context: The judgment notes the limited caselaw on s.1029(2) and warns against a broad precedent allowing third parties without a factual interest to use restoration to facilitate investigations.

The claims are dismissed. The judge found that the claimants failed to prove they were "persons ... interested" within the meaning of s.1029(2) Companies Act 2006, because they did not demonstrate a proprietary, pecuniary or statutory-duty-based interest in the restoration of the companies; consequently the court did not reach the discretionary questions of whether restoration would be just or whether the court should exercise its discretion in favour of restoration.