Insolvency Act 1986, section 112

Reference of questions to court

Part IV Winding Up of Companies Registered under the Companies Acts

(1)The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court.

(2)The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit, or may make such other order on the application as it thinks just.

(3)A copy of an order made by virtue of this section staying the proceedings in the winding up shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall enter it in his records relating to the company.

Definitions used in section 112 2

contributory

(1) In this Act . . . the expression “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.

Defined in s.79(1) · see it in the full Act
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

Cases considering section 112 62

Fakhry v Pagden & Anor

[2020] EWCA Civ 1207 · 15 September 2020Limits

Members cannot direct a liquidator’s conduct. They may apply under this provision for directions, but the court decides whether directions should be given (see para [66]).

Whitehouse v Wilson & Anor

[2006] EWCA Civ 1688 · 7 December 2006

Applies as the jurisdiction enabling a voluntary liquidator to ask the court to determine a winding-up question or exercise court powers; the application was made under it but treated in substance as a sanction application. (see paras [19]-[20]; [24]; [39])

Swift v Dairywise Farms Ltd

[2001] EWCA Civ 145 · 1 February 2001

Applies the court’s power to give directions in the liquidation concerning the rights and obligations connected with quota transferred under the lending scheme. The proceedings were brought to obtain directions on re-transfer, sale and entitlement to quota.

42 more judgments, and what each says about section 112, are in the case-law panel in the full Act.

Amendments and notes

3 notes from legislation.gov.uk

Modifications

  1. C306S. 112 amended (1.12.2001) by 2000 c. 8, s. 365(2); S.I. 2001/3538, art. 2(1)
  2. C307S. 112 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)
  3. C308S. 112(3) amended (1.7.1999) by 1998 c. 46, s. 125, Sch. 8 para. 23(2)(3) (with s. 126(3)-(11)); S.I. 1998/3178, arts. 2, 3 (as amended (28.6.2016) by The Building Societies (Floating Charges and Other Provisions) Order 2016 (S.I. 2016/679), arts. 1(1), 6)