A person who gives, or agrees or offers to give, to any member or creditor of a company any valuable consideration with a view to securing his own appointment or nomination, or to securing or preventing the appointment or nomination of some person other than himself, as the company’s liquidator is liable to a fine.
Definitions used in section 164 1
- 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 164 4
Harrington and Charles Trading Company Limited & Ors v Jatin Rajnikant Mehta & Ors
The court held that the proposed corrupt-inducement allegation was not manifest or obvious because the statutory mental element was disputed, the pleading was unclear, the documents were not facially illegal and the claimants had not had a complete opportunity to respond. Permission to amend was refused. (see paras [87]-[99]; [120]-[134])
Frasers Group Plc v The Official Receiver & Ors
The court gave a prima facie analysis without finally construing the provision. “A person” may include any person, including a corporate body. The section covers giving, agreeing to give, or offering to give valuable consideration, with one of three specified purposes concerning a liquidator’s appointment or nomination (see paras [27]-[35], [59]-[60]).
Frasers Group plc & Ors v The Official Receiver
The court considered disclosure concerning whether Silver or GLAS had committed an offence under section 164. It refused the proposed disclosure in its drafted form, leaving any further application concerning GLAS to be made after the amended pleadings had closed and determined on its merits. (see paras [4]-[6]; [16])
What each judgment says about section 164 is in the case-law panel in the full Act.
Amendments and notes
3 notes from legislation.gov.uk
Modifications
- C452Ss. 163-167 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)
- C453S. 164 applied (with modifications) (S.) (6.4.2001) by S.S.I. 2001/128, reg. 4(1), Sch. 2
- C454S. 164 applied (with modifications) (6.6.2013) by The Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (S.I. 2013/1388), Pt. 3 reg. 1, Sch. 2 paras. 3, 5 Table (with reg. 24)