Company incorporated outside Great Britain may be wound up though dissolved
Part V Winding Up of Unregistered Companies
[F478 (1)F478] Where a company incorporated outside Great Britain which has been carrying on business in Great Britain ceases to carry on business in Great Britain, it may be wound up as an unregistered company under this Act, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated.
F479(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 ActFor 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 ActConfirms, alongside section 221(5), that dissolution does not prevent the court from winding up the company’s affairs. (see paras [15]-[16])
Interprets section 225 as conferring jurisdiction to wind up a dissolved foreign corporation as an unregistered company where it carried on business in Great Britain and ceased to do so. The court held that the statutory conditions were likely to be established for the dissolved Illinois corporation. (see paras [20]-[22])
Section 225 is identified as part of the statutory scheme permitting a dissolved foreign company to be wound up in England. Its express wording supports treating the company as continuing for the limited purposes of the winding-up. (see paras [19], [22], [25]) Section 225(1) expressly permits a company incorporated outside Great Britain to be wound up notwithstanding dissolution or cessation of existence under the law of its place of incorporation. The court held that this express wording justified the winding-up fiction, but not an equivalent administration fiction. (see paras [21], [25]-[26])
What each judgment says about section 225 is in the case-law panel in the full Act.