(1)In the event of an unregistered company being wound up, every person is deemed a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of members among themselves, or to pay or contribute to the payment of the expenses of winding up the company.
(2)Every contributory is liable to contribute to the company’s assets all sums due from him in respect of any such liability as is mentioned above.
(3)In the case of an unregistered company engaged in or formed for working mines within the stannaries, a past member is not liable to contribute to the assets if he has ceased to be a member for 2 years or more either before the mine ceased to be worked or before the date of the winding-up order.
(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cases considering section 226 4
[2025] EWCA Civ 1137 · 3 September 2025Limits
The court treated section 226 as supplying special contributory rules for unregistered companies and held that the existence of section 226 contributories is not a precondition to the winding-up jurisdiction. (see paras [64]-[65])
Section 226(1) identifies deemed contributories by reference to liability to contribute to debts, members’ rights or winding-up expenses. The court held that the absence of such persons did not defeat the winding-up jurisdiction. (see paras [36]; [64]-[65])
Section 226(2) makes every contributory liable to contribute sums due in respect of the specified liabilities. The court used this provision with sections 148–152 to explain the winding-up scheme, while holding that contributories need not exist before jurisdiction arises. (see paras [64]-[65])
[2024] EWHC 1069 (Ch) · 10 May 2024Defines
Used to identify contributories as persons liable to contribute to company debts, liabilities or winding-up expenses. The absence of any such persons in relation to the Sub-Fund supported the conclusion that it was not within the winding-up jurisdiction. (see paras [42]-[44])
[2020] EWHC 3677 (Ch) · 30 January 2020Interprets
Interprets section 226(1) as establishing liability to contribute in the winding up of an unregistered company, with the provision read across to an insolvent partnership through the 1994 Order.
Applies section 226(2) as part of the statutory basis for contributory liability in an insolvent partnership treated as an unregistered company.
What each judgment says about section 226 is in the case-law panel in the full Act.