Insolvency Act 1986, section 95

Effect of company’s insolvency

Part IV Winding Up of Companies Registered under the Companies Acts

(1)This section applies where the liquidator is of the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors’ declaration under section 89.

[F226 (1A)The liquidator must before the end of the period of 7 days beginning with the day after the day on which the liquidator formed that opinion—

(a)make out a statement in the prescribed form as to the affairs of the company, and

(b)send it to the company's creditors.F226]

F227(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F227(2A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F227(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F228The statement as to the affairs of the company . . . shall show—

(a)particulars of the company’s assets, debts and liabilities;

(b)the names and addresses of the company’s creditors;

(c)the securities held by them respectively;

(d)the dates when the securities were respectively given; and

(e)such further or other information as may be prescribed.

[F229 (4A)The statement as to the affairs of the company shall be F230...—

(a)in the case of a winding up of a company registered in England and Wales [F231 be verified by the liquidatorF231] , by a statement of truth; and

(b)in the case of a winding up of a company registered in Scotland, [F232 contain a statutory declaration by the liquidatorF232] .F229]

[F233 (4B)The company's creditors may in accordance with the rules nominate a person to be liquidator.

(4C)The liquidator must in accordance with the rules seek such a nomination from the company's creditors.F233]

F234(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F234(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F234(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8)If the liquidator without reasonable excuse fails to comply with [F235subsections (1) to (4A)F235] , he is liable to a fine.

Definitions used in section 95 1

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

Cases considering section 95 5

Noal SCSp & Ors v Novalpina Capital LLP & Ors

[2025] EWHC 1392 (Ch) · 6 June 2025Interprets

Interpreted as requiring conversion where the liquidator considers that debts and interest cannot be paid in full within the period stated in the section 89 declaration. It does not confer a discretion to retain the company in members’ voluntary liquidation until an unspecified later date. (see paras [47], [52]-[55], [62]-[73]) Applied as requiring the liquidator to assess whether debts, with interest, can be paid within the declared period. The assessment must be made at the relevant time and cannot rely on post-period events. (see paras [62]-[66])

Noal SCSp & Ors v Novalpina Capital LLP & Ors

[2025] EWHC 54 (Ch) · 17 January 2025

The court treated section 95 as central to the unresolved question whether the company was insolvent and whether the members’ voluntary liquidation required conversion. It did not decide the insolvency issue in this judgment (see paras [2], [4], [11], [15]).

Harrington & Charles Trading Company Limited & Ors v Jatin Rajnikant Mehta & Ors

[2023] EWHC 2420 (Ch) · 3 October 2023Defines

The provisions were cited to explain the role of creditors in nominating a liquidator in a creditors’ voluntary liquidation. They did not establish any abuse of the court’s process by the defendants. (see para [136])

What each judgment says about section 95 is in the case-law panel in the full Act.

Amendments and notes

12 notes from legislation.gov.uk

Amendments

  1. F226S. 95(1A) inserted (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 19(2); S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)
  2. F227S. 95(2)-(3) omitted (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 19(3); S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)
  3. F228Words in s. 95(4) omitted (6.4.2010) by virtue of The Legislative Reform (Insolvency) (Miscellaneous Provisions) Order 2010 (S.I. 2010/18), art. 5(2)(a)
  4. F229S. 95(4A) inserted (6.4.2010) by The Legislative Reform (Insolvency) (Miscellaneous Provisions) Order 2010 (S.I. 2010/18), art. 5(2)(b)
  5. F230Words in s. 95(4A) repealed (S.) (1.4.2016 for specified purposes, 6.4.2019 in so far as not already in force) by The Public Services Reform (Insolvency) (Scotland) Order 2016 (S.S.I. 2016/141), arts. 1(2)-(4), 8(a) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a)) commentary suggests repealed
  6. F231Words in s. 95(4A)(a) inserted (S.) (1.4.2016 for specified purposes, 6.4.2019 in so far as not already in force) by The Public Services Reform (Insolvency) (Scotland) Order 2016 (S.S.I. 2016/141), arts. 1(2)-(4), 8(b) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a))
  7. F232Words in s. 95(4A)(b) substituted (S.) (1.4.2016 for specified purposes, 6.4.2019 in so far as not already in force) by The Public Services Reform (Insolvency) (Scotland) Order 2016 (S.S.I. 2016/141), arts. 1(2)-(4), 8(c) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a))
  8. F233S. 95(4B)(4C) inserted (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 19(4); S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)
  9. F234S. 95(5)-(7) omitted (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 19(3); S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)
  10. F235Words in s. 95(8) substituted (26.5.2015 for specified purposes, 6.4.2017 for E.W. in so far as not already in force, 6.4.2019 for S. in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 9 para. 19(5); S.I. 2015/1329, reg. 3(d); S.I. 2016/1020, reg. 4(e) (with reg. 5) (as amended by S.I. 2017/363, reg. 3); S.I. 2019/816, reg. 4(c) (with reg. 5)

Modifications

  1. C280S. 95 applied (with modifications) (S.) (6.4.2001) by S.S.I. 2001/128, reg. 4(1), Sch. 2
  2. C281S. 95 applied (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)