CASLP Limited, Re

Under section 112(8)(b) of the Financial Services and Markets Act 2000, the court may dissolve an insurance-business transferor without winding up where its assets and liabilities have transferred and no possibility remains of further assets or liabilities arising or being left behind.

The court must be satisfied that any residual assets or liabilities capable of emerging in the future will not remain with the transferor. A transfer of remaining assets before dissolution may address that risk. Where the transferor has no useful remaining purpose, dissolution without winding up is appropriate.

CASLP Limited applied for dissolution without winding up after the court had sanctioned the transfer of its entire business to Countrywide Assured PLC under an insurance business transfer scheme. The transfer had taken effect, the company’s subsidiaries and remaining cash had been transferred, and its regulatory permissions had been cancelled.

The issue was whether the court was satisfied that CASLP had no remaining assets or liabilities, and that no such assets or liabilities could arise or remain with it in the future.

1. The application was granted. CASLP was ordered to be dissolved without winding up under section 112(8)(b) of the Financial Services and Markets Act 2000.

2. The statutory power reflects the fact that winding up serves no useful purpose where the transferor has no remaining assets or liabilities.

3. The court must be satisfied that there is no possibility of assets or liabilities being left behind which could become assets or liabilities of the transferor in the future. That was the principle stated in Re Syncora Guarantee (UK) Ltd and Re The Copenhagen Reinsurance Company (UK) Ltd.

4. The evidence established that CASLP had become effectively dormant after the scheme took effect. Its subsidiaries had been transferred, its regulatory permissions cancelled, and its remaining cash transferred to Countrywide Assured PLC. A deed also transferred any remaining assets, including books and records, thereby addressing the possibility that an asset or liability had been overlooked.

5. The grounds for dissolution without winding up were therefore made out.