Insolvency Act 1986, section 221

Winding up of unregistered companies

Part V Winding Up of Unregistered Companies

(1)F474Subject to the provisions of this Part, any unregistered company may be wound up under this Act; and all the provisions of this Act . . . about winding up apply to an unregistered company with the exceptions and additions mentioned in the following subsections.

(2)If an unregistered company has a principal place of business situated in Northern Ireland, it shall not be wound up under this Part unless it has a principal place of business situated in England and Wales or Scotland, or in both England and Wales and Scotland.

(3)For the purpose of determining a court’s winding-up jurisdiction, an unregistered company is deemed—

(a)to be registered in England and Wales or Scotland, according as its principal place of business is situated in England and Wales or Scotland, or

(b)if it has a principal place of business situated in both countries, to be registered in both countries;

and the principal place of business situated in that part of Great Britain in which proceedings are being instituted is, for all purposes of the winding up, deemed to be the registered office of the company.

(4)No unregistered company shall be wound up under this Act voluntarily [F475, except in accordance with the [F476 EU RegulationF476,F475]] .

(5)The circumstances in which an unregistered company may be wound up are as follows—

(a)if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs;

(b)if the company is unable to pay its debts;

(c)if the court is of opinion that it is just and equitable that the company should be wound up.

(6)M14A petition for winding up a trustee savings bank may be presented by the Trustee Savings Banks Central Board or by a commissioner appointed under section 35 of the Trustee Savings Banks Act 1981 as well as by any person authorised under Part IV of this Act to present a petition for the winding up of a company.

M15On such day as the Treasury appoints by order under section 4(3) of the Trustee Savings Banks Act 1985, this subsection ceases to have effect and is hereby repealed.

(7)In Scotland, an unregistered company which the Court of Session has jurisdiction to wind up may be wound up by the court if there is subsisting a floating charge over property comprised in the company’s property and undertaking, and the court is satisfied that the security of the creditor entitled to the benefit of the floating charge is in jeopardy.

For this purpose a creditor’s security is deemed to be in jeopardy if the court is satisfied that events have occurred or are about to occur which render it unreasonable in the creditor’s interests that the company should retain power to dispose of the property which is subject to the floating charge.

Definitions used in section 221 2

unregistered company

For the purposes of this Part “unregistered company” includes any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.

Defined in s.220 · 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 221 44

R v Director of the Serious Fraud Office

[2021] UKSC 2 · 5 February 2021Interprets

Expressly authorises the winding up of unregistered companies and therefore reaches overseas companies. Its language and surrounding jurisdiction materially distinguished the insolvency authorities from the present statutory scheme (see paras [61]; [64]-[65]).

East Riding of Yorkshire Council v KMG SICAV-SIF-GB Strategic Land Fund

[2025] EWCA Civ 1137 · 3 September 2025Limits

The court treated section 221 as conferring winding-up jurisdiction only where the body first qualifies as an unregistered company under section 220. Because the Sub-Fund failed that threshold, the petition failed without determination of the remaining grounds. (see paras [1]-[4]; [47]-[50]; [77]-[78]) The Council relied on cessation of business, or business conducted only for winding up, as the statutory ground for its petition. The court did not decide whether that ground was satisfied after rejecting the Sub-Fund’s statutory status. (see paras [25]-[26]; [46]-[48]; [77]-[78])

HIH Casualty & General Insurance Ltd & Ors v McMahon & Ors

[2006] EWCA Civ 732 · 9 June 2006

Section 221 supplies the English jurisdiction to wind up foreign companies. The court treated the jurisdiction as available where the stated core requirements are met (see paras [37]; [59]-[60]).

24 more judgments, and what each says about section 221, are in the case-law panel in the full Act.

Amendments and notes

12 notes from legislation.gov.uk

Amendments

  1. F474Words in s. 221(1) 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. 76(3)} (with art. 10, Sch. 1 para. 84)
  2. F475Words in s. 221(4) inserted (31.5.2002) by S.I. 2002/1240, reg. 9
  3. F476Words in s. 221(4) substituted (26.6.2017) by The Insolvency Amendment (EU 2015/848) Regulations 2017 (S.I. 2017/702), reg. 1, Sch. para. 13 (with regs. 3, 4)

Modifications

  1. C710S. 221 applied (with modifications) by S.I. 1986/2142, arts. 1(2), 8(1), 12, 15
  2. C711S. 221 restricted (20.4.2003) by The Insurers (Reorganisation and Winding Up) Regulations 2003 (S.I. 2003/1102), reg. 4(1)(a) (with reg. 3)
  3. C712S. 221 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)
  4. C713S. 221(1) applied (10.8.2005) by The Insurers (Reorganisation and Winding Up) (Lloyd's) Regulations 2005 (S.I. 2005/1998), regs. 2(3), 29(2)
  5. C714S. 221(5)(b) extended (1.4.1992) by S.I. 1992/613, reg. 49(2)
  6. C715S. 221(5)(b) modified (6.4.2010) by The Community Infrastructure Levy Regulations 2010 (S.I. 2010/948), reg. 105(2)
  7. C716S. 221(5)(b) restricted (retrospective to 27.4.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 10 para. 6(1)-(3)(4) (with ss. 2(2), 5(2))

Marginal citations

  1. M141981 c. 65.
  2. M151985. c. 58.