Insolvency Act 1986, section 99

Directors to lay statement of affairs before creditors

Part IV Winding Up of Companies Registered under the Companies Acts

[F240 (1)The directors of the company must, before the end of the period of 7 days beginning with the day after the day on which the company passes a resolution for voluntary winding up—

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

(b)send the statement to the company's creditors.F240]

(2)F241The 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.

[F242 (2A)The statement as to the affairs of the company shall [F243 be verified by some or all of the directorsF243] —

(a)in the case of a winding up of a company registered in England and Wales, [F244 be verified by some or all of the directorsF244] by a statement of truth; and

(b)in the case of a winding up of a company registered in Scotland, [F245 by affidavitF245] [F245 contain a statutory declaration by some or all of the directorsF245] .F242]

[F246 (3)If the directors without reasonable excuse fail to comply with subsection (1), (2) or (2A), they are guilty of an offence and liable to a fine.F246]

Definitions used in section 99 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
a resolution for voluntary winding up

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

Defined in s.84(2) · see it in the full Act

Cases considering section 99 8

Condliffe & Anor v Sheingold

[2007] EWCA Civ 1043 · 31 October 2007

The court applied section 99 in holding that the sole director was responsible for producing an accurate statement of affairs. A shareholder’s failure to object at the liquidation meeting therefore did not bar the claim concerning omitted goodwill. (see para [27])

Maxima Creditor Resolutions Limited v John Thomas Fealy & Anor

[2024] EWHC 2694 (Ch) · 1 November 2024

The court applied the statutory obligation to make and send a statement of affairs. Compliance with that obligation supplied the written, signed and creditor-directed acknowledgment that restarted the limitation period. (see paras [39]; [42]-[43])

Wesellcnc.Com Ltd, Re

[2013] EWHC 4577 (Ch) · 12 December 2013Disapplies

Section 99 was applied to identify the directors’ obligation to prepare and lay a statement of affairs before the creditors’ meeting. That requirement was dispensed with as a necessary consequence of dispensing with the meeting (see paras [2]; [4]; [14]).

What each judgment says about section 99 is in the case-law panel in the full Act.

Amendments and notes

8 notes from legislation.gov.uk

Amendments

  1. F240S. 99(1) 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. 23(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. F241Words in s. 99(2) omitted (6.4.2010) by virtue of The Legislative Reform (Insolvency) (Miscellaneous Provisions) Order 2010 (S.I. 2010/18), art. 5(3)(a)
  3. F242S. 99(2A) inserted (6.4.2010) by The Legislative Reform (Insolvency) (Miscellaneous Provisions) Order 2010 (S.I. 2010/18), art. 5(3)(b)
  4. F243Words in s. 99(2A) 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(3)(4), 9(a) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a)) commentary suggests repealed
  5. F244Words in s. 99(2A)(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(3)(4), 9(b) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a))
  6. F245Words in s. 99(2A)(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(3)(4), 9(c) (with arts. 14, 15) (see S.I. 2019/816, reg. 4(a))
  7. F246S. 99(3) 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. 23(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)

Modifications

  1. C284S. 99 modified (E.W.) (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 12 (with regs. 1(2), 3(a)(ii))