Article 102 Circumstances in which company may be wound up by the High CourtF1

Northern Ireland

A company may be wound up by the High Court if—

(a)

the company has by special resolution resolved that the company be wound up by the Court,

C1(b)

being a public company which was registered as such on its original incorporation, the company has not been issued with F2a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital) and more than a year has expired since it was so registered,

(c)

it is an old public company, within the meaning of F3Schedule 3 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009,

(d)

the company does not commence its business within one year from its incorporation or suspends its business for a year,

(e)

F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(f)

the company is unable to pay its debts,

F5(fa)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(g)

the Court is of the opinion that it is just and equitable that the company should be wound up.

Annotations

Textual amendments

F1: mod. by SR 2004/307
F2: Words in art. 102(b) substituted (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b), Sch. 1 para. 168 (with arts. 6, 11, 12)
F3: Words in art. 102(c) substituted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 111(13) (with art. 10)
F4: Art. 102(e) omitted (12.5.2011) by virtue of Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 7(3)
F5: Art. 102(fa) omitted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 7 para. 14 (with ss. 2(2), 5(2))

Modifications

C1: Art. 102(b) excluded by European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), Sch. 4 para. 9(c) (as inserted (1.10.2009) by virtue of European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 40(9)(c))

Notes on Part V

Textual amendments

F1: Words in Pt. V heading substituted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 111(2) (with art. 10)

Modifications

C1: Pt. V modified (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 13, 49(1) (with ss. 2(2), 5(2))
C2: Pts. 1-5 modified by S.R. 2004/307 (as amended (1.10.2006) by Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006 (S.R. 2006/377), reg. 3, Sch. 2; (temp.) (27.4.2020 retrospective) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 11 para. 8(1)(2), 14 (with ss. 2(2), 5(2)); (26.6.2020) by The Limited Liability Partnerships (Amendment etc.) Regulations 2020 (S.I. 2020/643), reg. 1(1), Sch. 2 (with reg. 3); (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), reg. 1(1), Sch. 2 (with reg. 4(2)))
C3: Pts. 1-5 applied (with modifications) (4.1.2024) by S.I. 2021/716, Sch. 1A para. 3 (as inserted by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), reg. 1(2), Sch. 1)