Appointment of liquidator
Part IV Winding Up of Companies Registered under the Companies Acts
(1)In a members’ voluntary winding up, the company in general meeting shall appoint one or more liquidators for the purpose of winding up the company’s affairs and distributing its assets.
(2)On the appointment of a liquidator all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions their continuance.
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 ActRequires a company in members’ voluntary winding up to appoint liquidators for winding up its affairs and distributing its assets. Scheme 1’s absence of a liquidator and Scheme 2’s preservation of the scheme lease amounted to misuse of the insolvency process. (see paras [52]-[58])
Together with section 107, the provision supports the conclusion that a voluntary liquidation is conducted for the collection, realisation where appropriate, and distribution of assets. (see paras [106]-[108]) The provision identifies the liquidator’s purpose as winding up the company’s affairs and distributing its assets. It materially supports the statutory-purpose analysis of MVLs. (see paras [106]-[108]) The provision permits the members to sanction continuation of some or all directors’ powers, but does not displace the statutory purpose of the MVL. (see para [106])
Applies the requirement that a members’ voluntary winding up appoint a liquidator. Although PAG Management controlled appointments and removals, the delay in replacing liquidators was treated as accidental and not proved to be an integral or unlawful part of the scheme. (see paras [49]-[50])
What each judgment says about section 91 is in the case-law panel in the full Act.