How to commence a voluntary winding-up


Produced in partnership with Karl Anderson of 4 Stone Buildings
Practice notes

How to commence a voluntary winding-up


Produced in partnership with Karl Anderson of 4 Stone Buildings

Practice notes
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This Practice Note sets out the position from 6 April 2017.

The resolution to wind-up

A company may only enter voluntary liquidation if:

  1. •

    it has a fixed period for its duration which has expired or an event has occurred which its articles say is an event leading to liquidation and the company has passed an ordinary resolution to wind-up, or

  2. •

    it passes a special resolution that it be wound-up voluntarily. See:

    1. â—¦

      97 Notice of meeting to pass special resolution to wind up: Encyclopaedia of Forms and Precedents [1441]

    2. â—¦

      103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452]

The old procedure of using an extraordinary resolution is no longer possible following the Companies Act 2006.

If the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 (IA 1986), the company can enter into a members’ voluntary liquidation (MVL). For further information, see Practice Note: What is a members’ voluntary liquidation and when is it typically

Karl Anderson
Karl Anderson

Barrister, 4 Stone Buildings

Karl is a barrister with a broad commercial chancery practice. He is frequently instructed on matters relating to banking and finance, restructuring and insolvency, company law, civil fraud, and general commercial disputes. He often appears, both on his own and as part of a larger counsel team, in the High Court and the County Court.
 
Examples of recent reported cases include Autonomy Corporation Ltd v Lynch [2022] EWHC 1178 (Ch) and General Electric Company v AI Alpine US Bidco Inc [2021] EWHC 45 (Ch).
 
Karl is also a contributing editor to Zuckerman on Civil Procedure 4th Ed. (2021) (Sweet & Maxwell) and a contributor to Loose and Griffiths on Liquidators 9th Ed. (UUÂãÁÄÖ±²¥Â® 2019).

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Voluntary winding up definition
What does Voluntary winding up mean?

The non-court based process by which a company's assets are realized for the benefit of its creditors.

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