Insolvency Act 1986, section 201

Dissolution (voluntary winding up)

Part IV Winding Up of Companies Registered under the Companies Acts

(1)F419This section applies, in the case of a company wound up voluntarily, where the liquidator has sent to the registrar of companies his final account ... under section 94 (members’ voluntary) or [F420his final account and statement underF420] section 106 (creditors’ voluntary).

(2)F422,F425The registrar on receiving the account [F421, or the account and statement,F421] ... shall forthwith register [F423it orF423] them; and on the expiration of 3 months from the registration of [F424the accountF424] the company is deemed to be dissolved ....

F426(2A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F426(2B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)However, the court may, on the application of the liquidator or any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

(4)It is the duty of the person on whose application an order of the court under this section is made within 7 days after the making of the order to deliver to the registrar [F427a copyF427] of the order for registration; and if that person fails to do so he is liable to a fine and, for continued contravention, to a daily default fine.

Definitions used in section 201 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 201 3

Fakhry v Pagden & Anor

[2020] EWCA Civ 1207 · 15 September 2020Defines

The provision governed registration of the former liquidators’ final accounts and the companies’ ensuing dissolution (see paras [4]; [35]). The court confirmed that a company is deemed dissolved three months after registration of the liquidator’s final account (see paras [35]; [71]). The court identified the power to defer dissolution on an interested person’s application as one remedy potentially available before the companies were dissolved (see para [71]).

Cartwright & Anor v The Registrar of Companies

[2012] EWCA Civ 1159 · 24 August 2012

The express requirement that the registrar register a liquidator’s final account and return forthwith illustrated that Parliament uses specific language when requiring unusually rapid registration (see para [22]).

Prudential Assurance Co Ltd. v Exel UK Ltd & Anor

[2009] EWHC 1350 (Ch) · 25 June 2009

The provision is relied on to explain why Consumer’s continued existence could be checked through publicly available company information. The court uses that context in assessing whether omission of Consumer from the notice was objectively explicable. (see paras [132], [161](iv))

What each judgment says about section 201 is in the case-law panel in the full Act.

Amendments and notes

10 notes from legislation.gov.uk

Amendments

  1. F419Words in s. 201(1) omitted (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 virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 48(2)(a); 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)
  2. F420Words in s. 201(1) inserted (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. 48(2)(b); 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)
  3. F422Words in s. 201(2) omitted (31.12.2020) by virtue of The Insolvency (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/146), reg. 1(3), Sch. para. 24(2)(a) (with regs. 4, 5) (as amended by S.I. 2019/1459, reg. 1(2), Sch. para. 2); 2020 c. 1, Sch. 5 para. 1(1)
  4. F425Words in s. 201(2) omitted (31.12.2020) by virtue of The Insolvency (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/146), reg. 1(3), Sch. para. 24(2)(b) (with regs. 4, 5) (as amended by S.I. 2019/1459, reg. 1(2), Sch. para. 2); 2020 c. 1, Sch. 5 para. 1(1)
  5. F421Words in s. 201(2) substituted (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. 48(3)(a); 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)
  6. F423Words in s. 201(2) inserted (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. 48(3)(b); 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)
  7. F424Words in s. 201(2) substituted (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. 48(3)(c); 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)
  8. F426S. 201(2A)(2B) omitted (31.12.2020) by virtue of The Insolvency (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/146), reg. 1(3), Sch. para. 24(3) (with regs. 4, 5) (as amended by S.I. 2019/1459, reg. 1(2), Sch. para. 2); 2020 c. 1, Sch. 5 para. 1(1)
  9. F427Words in s. 201(4) substituted (1.1.2007) by The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429), regs. 1(1), 3(1)(d)

Modifications

  1. C617Ss. 201, 205 applied by Building Societies Act 1986 (c. 53), ss. 54(3)(a)(5)(a), 90, 126(3), Sch. 15 para. 56