Article 185 Winding up of unregistered companies

Northern Ireland

(1)

Subject to the provisions of this Part, any unregistered company may be wound up under this Order; and all the provisions of this Order F1. . . about winding up apply to an unregistered company with the exceptions and additions mentioned in paragraphs (2) to (4).

(2)

If an unregistered company has a principal place of business situated in England and Wales or Scotland, it shall not be wound up under this Part unless it has a principal place of business situated in Northern IrelandF2....

F3(2A)

For all purposes of winding up, the principal place of business in Northern Ireland of the unregistered company is deemed to be the registered office of the company.

(3)

No unregistered company shall be wound up under this Order voluntarilyF4, except in accordance with the F5EU Regulation.

(4)

The circumstances in which an unregistered company may be wound up are as follows—

(a)

if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs;

C1(b)

if the company is unable to pay its debts;

(c)

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

Annotations

Textual amendments

F1: Words in art. 185(1) omitted (1.10.2009) by virtue of Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 112(3) (with art. 10)
F2: Words in art. 185(2) repealed (1.4.2016) by Insolvency (Amendment) Act (Northern Ireland) 2016 (c. 2), s. 28(2), Sch. 4; S.R. 2016/203, art. 2
F3: Art. 185(2A) inserted (1.4.2016) by Insolvency (Amendment) Act (Northern Ireland) 2016 (c. 2), s. 28(2), Sch. 3 para. 9; S.R. 2016/203, art. 2
F4: SR 2002/334
F5: Words in art. 185(3) substituted (26.6.2017) by The Insolvency Amendment (EU 2015/848) Regulations 2017 (S.I. 2017/702), reg. 1, Sch. para. 108 (with reg. 3)

Modifications

C1: Art. 185(4)(b) restricted (retrospective to 27.4.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), Sch. 11 para. 6(1)-(3), (4) (with ss. 2(2), 5(2))

Notes on Part VI

Modifications

C1: Pt. VI (arts. 184-193) applied (with modifications) by European Economic Interest Grouping Regulations 1989 (S.I. 1989/638), reg. 8(1A) (as inserted (1.10.2009) by European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 11 (with reg. 2))