Insolvency Act 1986, section 84

Circumstances in which company may be wound up voluntarily

Part IV Winding Up of Companies Registered under the Companies Acts

(1)A company may be wound up voluntarily—

(a)when the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring it be wound up voluntarily;

(b)if the company resolves by special resolution that it be wound up voluntarily;

(c)F212. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) In this Act the expression “a resolution for voluntary winding up” means a resolution passed under [F213 either of the paragraphs F213] of subsection (1).

[F214 (2A)Before a company passes a resolution for voluntary winding up it must give written notice of the resolution to the holder of any qualifying floating charge to which section 72A applies.

(2B)Where notice is given under subsection (2A) a resolution for voluntary winding up may be passed only—

(a)after the end of the period of five business days beginning with the day on which the notice was given, or

(b)if the person to whom the notice was given has consented in writing to the passing of the resolution.F214]

[F215 (3)Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to a resolution under paragraph (a) of subsection (1) as well as a special resolution under paragraph (b).F215]

[F216 (4)This section has effect subject to section 43 of the Commonhold and Leasehold Reform Act 2002.F216]

Definitions used in section 84 2

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
articles

“articles”, in relation to a company (see section 18 of the Companies Act 2006 );

Defined in s.436(2) · see it in the full Act

Cases considering section 84 14

Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

[2024] EWCA Civ 934 · 5 August 2024

The court applied the requirement that a voluntary winding-up be authorised by a special resolution. If Jeanette had been an eligible member, Julie’s signature would not have represented 75% of eligible voting rights. The unrectified register established that Julie was sole member, so the requirement was met (see paras [26]-[28]; [76]).

Andrew Bland & Anor v JDK Construction Limited (in liquidation) & Anor

[2023] EWHC 2805 (Ch) · 13 October 2023

The court applied section 84(1)(b) on the basis that a creditors’ voluntary liquidation required a valid resolution to wind up the company. The resolution would have been invalid if a person who remained a member had not received notice and had not participated. (see paras [42]-[47])

In the Matter of SVS Securities PLC (in Special Administration)

[2023] EWHC 585 (Ch) · 16 March 2023

The court applies section 84(1) by permitting SVS to move from special administration to dissolution after completion of the distribution process and certification that no further property might permit a distribution (see paras [3]; [10]).

What each judgment says about section 84 is in the case-law panel in the full Act.

Amendments and notes

9 notes from legislation.gov.uk

Amendments

  1. F212S. 84(1)(c) repealed (1.10.2007 with application as noted in Sch. 4 para. 39(5) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1)(3), Sch. 4 para. 39(2), Sch. 5 (with art. 12)
  2. F213Words in s. 84(2) substituted (1.10.2007 with application as noted in Sch. 4 para. 39(5) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 39(3) (with art. 12)
  3. F214S. 84(2A)(2B) inserted (15.9.2003) by The Enterprise Act 2002 (Insolvency) Order 2003 (S.I. 2003/2096), art. 4, Sch. Pt. 1 para. 10 (with art. 6)
  4. F215S. 84(3) substituted (1.10.2007 with application as noted in Sch. 4 para. 39(5) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 39(4) (with art. 12)
  5. F216S. 84(4) added (E.W.) (27.9.2004) by 2002 c. 15, ss. 68, 181(1), Sch. 5 para. 6; S.I. 2004/1832, art. 2

Modifications

  1. C266S. 84 modified (S.) (6.4.2001) by S.S.I. 2001/128, reg. 4(2), Sch. 3 (as amended (1.10.2009) by S.S.I. 2009/310, reg. 4, Sch. 2 para. 1(a))
  2. C267S. 84 modified (E.W.) (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 5 (with regs. 1(2), 3(a)(i))
  3. C268S. 84(3) amended (1.7.1999) by 1998 c. 46, Sch. 8 para. 23(2)-(3) (as amended (28.6.2016) by The Building Societies (Floating Charges and Other Provisions) Order 2016 (S.I. 2016/679), arts. 1(1), 6)
  4. C269S. 84(3) applied in part (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)