Time limit for claims arising from entry in register
Part 8 A company's members
(1)Liability incurred by a company—
(a)from the making or deletion of an entry in the register of members, or
(b)from a failure to make or delete any such entry,
is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.
(2)This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).
“company” means a company formed and registered under this Act, that is—
a company so formed and registered after the commencement of this Part, or
a company that immediately before the commencement of this Part—
was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.
Defined in s.1080(2) · see it in the full Act(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .
Defined in Sch.2 Pt.1 · see it in the full ActThe court considered whether the provision limits enforceability of liabilities arising from entries in the register. It held that any compensation claim was time-barred, while leaving the scope of the provision as to rectification unnecessary to decide. (see paras [22]-[23], [119])
Limits the effect of section 128 by confirming, consistently with Re B&S Partnership Ltd, that it did not bar relief by entry on the register in the circumstances considered. (see para [3])
Confirms that the effect of Leyland Daf was statutorily reversed by inserting a new provision into the Insolvency Act 1986, with effect from 6 April 2008 (see para [13]).
What each judgment says about section 128 is in the case-law panel in the full Act.
253.This section replaces section 352(7) of the 1985 Act. Based on a recommendation by the CLR (Final Report, paragraph 11.40), it reduces the time limit for claims relating to entries in the register from 20 years to 10 years.