Insolvency Act 1986, section 124

Application for winding up

Part IV Winding Up of Companies Registered under the Companies Acts

(1)F282Subject to the provisions of this section, an application to the court for the winding up of a company shall be by petition presented either by the company, or the directors, or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories, ... [F283or by [F284 the designated officer for a magistrates' courtF284] in the exercise of the power conferred by section 87A of the Magistrates’ Courts Act 1980 (enforcement of fines imposed on companies)F283] , or by all or any of those parties, together or separately.

(2)Except as mentioned below, a contributory is not entitled to present a winding-up petition unless either—

(a)the number of members is reduced below 2, or

(b)the shares in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him, and registered in his name, for at least 6 months during the 18 months before the commencement of the winding up, or have devolved on him through the death of a former holder.

(3)A person who is liable under section 76 to contribute to a company’s assets in the event of its being wound up may petition on either of the grounds set out in section 122(1)(f) and (g), and subsection (2) above does not then apply; but unless the person is a contributory otherwise than under section 76, he may not in his character as contributory petition on any other ground.

F285. . .

F286(3A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)A winding-up petition may be presented by the Secretary of State—

(a)if the ground of the petition is that in section 122(1)(b) or (c), or

[F287 (b)in a case falling within section 124A [F288 or 124BF288] below.F287]

[F289 (4AA)A winding up petition may be presented by the [F290 Financial Conduct AuthorityF290] in a case falling within section 124C(1) or (2).F289]

[F291 (4A)A winding-up petition may be presented by the Regulator of Community Interest Companies in a case falling within section 50 of the Companies (Audit, Investigations and Community Enterprise) Act 2004.F291]

(5)Where a company is being wound up voluntarily in England and Wales, a winding-up petition may be presented by the official receiver attached to the court as well as by any other person authorised in that behalf under the other provisions of this section; but the court shall not make a winding-up order on the petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories.

Definitions used in section 124 3

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
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
party

(3) In section 72B(1) and this paragraph “party” to an arrangement includes a party to an agreement which—

(a)forms part of the arrangement,

(b)provides for the raising of finance as part of the arrangement, or

(c)is necessary for the purposes of implementing the arrangement.

Defined in Sch.2A para.1(3) · see it in the full Act

(4) “Party” to an arrangement includes a party to an agreement which—

(a)forms part of the arrangement,

(b)provides for the raising of finance as part of the arrangement, or

(c)is necessary for the purposes of implementing the arrangement.

Defined in Sch.ZA1 para.19(4) · see it in the full Act

Cases considering section 124 40

A Company (Number CR-2024-BHM-000012), Re

[2024] EWCA Civ 1436 · 25 November 2024Interprets

Interpreted as preserving the statutory concept of an application to wind up a company being made by petition, subject to an updating construction accommodating modern procedure and electronic working. (see paras [30], [63])

Wilson and Sharp Investments Ltd v Harbour View Developments Ltd

[2015] EWCA Civ 1030 · 13 October 2015

A proposed petitioner whose alleged debt was subject to a bona fide dispute on substantial grounds could not establish the creditor standing necessary to present a winding-up petition (see para [54]).

Tallington Lakes Ltd & Anor v Ancasta International Boat Sales Ltd

[2012] EWCA Civ 1712 · 20 December 2012

The provision defines the persons with standing to present a winding-up petition, including creditors. A person whose alleged debt is genuinely disputed on substantial grounds has not established the creditor standing required for the petition (see paras [4]–[5]).

20 more judgments, and what each says about section 124, are in the case-law panel in the full Act.

Amendments and notes

20 notes from legislation.gov.uk

Amendments

  1. F282Words in s. 124(1) omitted (31.12.2020) by virtue of The Insolvency (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/146), reg. 1(3), Sch. para. 21 (with regs. 4, 5); 2020 c. 1, Sch. 5 para. 1(1)
  2. F283Words inserted (E.W.) by Criminal Justice Act 1988 (c. 33, SIF 39:1), ss. 62(2)(b), 123, Sch. 8 para. 16
  3. F284Words in s. 124(1) substituted (1.4.2005) by Courts Act 2003 (c. 39), ss. 109(1), 110, Sch. 8 para. 294; S.I. 2005/910, art. 3(y)
  4. F285Words in s. 122(1)(c) omitted (1.10.2009) by virtue of The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009, (S.I. 2009/1941) arts. 2(1), 8, {Sch. 1 para. 75(12)} (with art. 10, Sch. 1 para. 84)
  5. F286S. 124(3A) omitted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 3 para. 11 (with ss. 2(2), 5(2))
  6. F287S. 124(4)(b) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 60(2), 213(2)
  7. F288Words in s. 124(4)(b) inserted (8.10.2004) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 73(4)(a)
  8. F289S. 124(4AA) inserted (18.8.2006) by The European Cooperative Society Regulations 2006 (S.I. 2006/2078), reg. 33(2)
  9. F290Words in s. 124(4AA) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 11 para. 2(1), (2)(a) (with Sch. 12)
  10. F291S. 124(4A) inserted (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 50(3), 65; S.I. 2004/3322, art. 2(3), Sch. 3

Modifications

  1. C328S. 124 excluded (S.) (27.7.1992) by Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40, SIF 19), ss. 14(3), 15(9); S.I. 1992/1599, art. 5
  2. C329S. 124 extended (E.W.) by Magistrates' Courts Act 1980 (c. 43, SIF 82), s. 87A (as inserted (E.W.) by Criminal Justice Act 1988 (c. 33, SIF 39:1), ss. 62(1), 123, Sch. 8 para. 16)
  3. C330S. 124 applied (with modifications) (1.12.1994) by S.I. 1994/2421, arts. 8(3)(9), 10(1)(a), Sch. 4 Pt. II para. 8, Sch. 6 para. 2 (as amended (E.W.) (8.12.2017) by The Insolvency (Miscellaneous Amendments) Regulations 2017 (S.I. 2017/1119), reg. 1(1), Sch. 2 para. 6)
  4. C331S. 124 restricted (retrospective to 27.4.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 10 para. 2(1)-(4)(5) (with ss. 2(2), 5(2))
  5. C332S. 124 restricted (retrospective to 27.4.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 10 para. 3(1)-(4)(5) (with ss. 2(2), 5(2))
  6. C333S. 124 restricted (retrospective to 27.4.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 10 para. 1(1)-(3)(4) (with ss. 2(2), 5(2))
  7. C334S. 124 restricted (temp.) (29.9.2021) by 2020 c. 12, Sch. 10 paras. 1, 4 (as substituted by The Corporate Insolvency and Governance Act 2020 (Coronavirus) (Amendment of Schedule 10) Regulations 2021 (S.I. 2021/1029), regs. 1, 2)
  8. C335S. 124 restricted (temp.) (1.10.2021) by 2020 c. 12, Sch. 10 paras. 1, 4 (as substituted by The Corporate Insolvency and Governance Act 2020 (Coronavirus) (Amendment of Schedule 10) (No. 2) Regulations 2021 (S.I. 2021/1091), regs. 1(3), 3)
  9. C336S. 124 restricted (E.W.) (1.4.2022) by Commercial Rent (Coronavirus) Act 2022 (c. 12), s. 31(5), Sch. 3 para. 1(2) (with s. 30)
  10. C337S. 124(4)(b) applied by 2007 c. 27, s. 27A(3) (as inserted (1.3.2016) by Serious Crime Act 2015 (c. 9), s. 88(1), Sch. 1 para. 20; S.I. 2016/148, reg. 3(f))