(1)If a vacancy occurs by death resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy.
(2)For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators.
(3)The meeting shall be held in manner provided by this Act or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court.
Cases considering section 92 4
[2025] EWHC 2316 (Ch) · 10 September 2025Interprets
Interprets the statutory appointment framework as not permitting a company to modify the statutory responsibilities or liability of its liquidators by contract. The provision was considered as part of the statutory-trust analysis. (see paras [16], [70]-[73])
[2015] EWHC 2404 (Ch) · 9 August 2015
Applies the provision permitting a vacancy caused by resignation to be filled by the company in general meeting. The evidence did not show that the scheme necessarily or in practice involved unlawfulness in the appointment process, so this ground did not justify winding up. (see paras [49]-[50])
[2020] EWCA Civ 1207 · 15 September 2020
The court identified the members’ power to fill a vacancy in a members’ voluntary liquidation, while explaining that the court’s appointment power supplements it (see paras [30]-[31]).
What each judgment says about section 92 is in the case-law panel in the full Act.