Insolvency Act 1986, section 100

Appointment of liquidator

Part IV Winding Up of Companies Registered under the Companies Acts

[F247 (1)The company may nominate a person to be liquidator at the company meeting at which the resolution for voluntary winding up is passed.

(1A)The company's creditors may in accordance with the rules nominate a person to be liquidator.

(1B)The directors of the company must in accordance with the rules seek such a nomination from the company's creditors.F247]

(2)The liquidator shall be the person nominated by the creditors or, where no person has been so nominated, the person (if any) nominated by the company.

(3)In the case of different persons being nominated, any director, member or creditor of the company may, within 7 days after the date on which the nomination was made by the creditors, apply to the court for an order either—

(a)directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or

(b)appointing some other person to be liquidator instead of the person nominated by the creditors.

Definitions used in section 100 2

the company

2 Section 233B does not apply in relation to a contract for the supply of goods or services to a company (“the company”) where any of paragraphs 3 to 11 applies.

Defined in Sch.4ZZA para.2 · see it in the full Act
a resolution for voluntary winding up

(2) In this Act the expression “a resolution for voluntary winding up” means a resolution passed under either of the paragraphs of subsection (1).

Defined in s.84(2) · see it in the full Act

Cases considering section 100 6

Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

[2024] EWCA Civ 934 · 5 August 2024

The court applied the requirement that voluntary liquidators be appointed by an ordinary resolution. As Julie was the sole registered member at the relevant time, her written resolution validly appointed the liquidators (see paras [26]-[28]; [76]).

Bloom & Ors v The Pensions Regulator (Nortel, Re)

[2010] EWHC 3010 (Ch) · 10 December 2010Interprets

The court construed the direct-interest limitation as avoiding individual participation by every creditor while requiring collective regard to the creditors’ interests through the office-holders (see paras [182]-[185]).

Fakhry v Pagden & Anor

[2020] EWCA Civ 1207 · 15 September 2020

The court contrasted the creditors’ right to control appointment in a creditors’ voluntary liquidation with members’ appointment rights in a solvent liquidation (see para [30]).

What each judgment says about section 100 is in the case-law panel in the full Act.

Amendments and notes

5 notes from legislation.gov.uk

Amendments

  1. F247S. 100(1)-(1B) substituted for s. 100(1) (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 24; S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)

Modifications

  1. C285S. 100 applied (with modifications) (S.) (6.4.2001) by S.S.I. 2001/128, reg. 4(1), Sch. 2
  2. C286S. 100 modified (E.W.) (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 5 (with regs. 1(2), 3(a)(i))
  3. C287Ss. 100-102 applied (with modifications) (4.1.2024) by S.I. 2021/716, Sch. 1 para. 3 (as amended by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), regs. 1(2), 20)
  4. C288S. 100(1)(3) modified (S.) (6.4.2001) by S.S.I. 2001/128, reg. 4(2), Sch. 3