19 July 2013

Moving from administration to creditors’ voluntary liquidation: new filing guidance issued by Companies House

Summary

As of 21 June 2013, in matters where a company moves from administration to CVL, once Form 2.34B has been submitted to Companies House, a Form 600 (and covering letter) should also be submitted within 14 days of appointment.

Update

Companies House has issued new guidance on how and when to file a notice of the appointment of a liquidator in circumstances where a company is moving from administration to creditors’ voluntary liquidation (“CVL“), pursuant to paragraph 83(4) of Schedule B1 to the Insolvency Act 1986 (the “Act“)

Companies House was prompted to conduct an internal review of its policy on conversations from administration to CVL following the wake of Cartwright and another v the Registrar of Companies [2012] EWCA Civ 1159. This case saw the Court of Appeal reverse the High Courts decision that the transition from administration to CVL is the date on which the Registrar of Companies receives the prescribed notice from the Administrator. Instead, the Court of Appeal held that the relevant date is the date on which the Registrar registers such notice of transition. This decision is reflected in the plain meaning of the provisions contained in paragraph 83 of Schedule B1 of the Act.

The review found that, although the Court of Appeal decided that a CVL which follows administration takes effect on the registration of Form 2.34B (Notice of move from administration to CVL), Form 2.34B only contains the details of the proposed liquidator, and does not comprise notice of the actual appointment of a liquidator. Accordingly, Companies House has confirmed that as of 21 June 2013, once Form 2.34B has been registered with it, a further notice of the appointment of a liquidator must be submitted to Companies House by way of a covering letter and Form 600 (Notice of appointment of Liquidator), in accordance with section 109 of the Act.

The importance of submitting the notice of appointment in Form 600, after Form 2.34B has been registered should be noted; any appointments purportedly made before Form 2.34B is registered will be invalid as the preceding administration will not end until this point.

Currently, the administration end date, administrator cessation date and the liquidation commencement date are taken from the date the Form 2.34B is registered, which can be obtained by a search on the Companies House website. Going forward, the date of the appointment to be entered on Form 600 will also generally (but not always) be the date that Form 2.34B was registered (as in most cases the liquidator takes office from the date the company converts to CVL).

It should also be noted that Companies House will no longer publicise Form 2.34B registrations in the Gazette. However, it will publicise Form 600 notices of appointment. Importantly, Liquidators should continue to publish a separate notice of their appointment in the Gazette as their obligation to do so has not been discharged.

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About the Author
Sam Payne, Partner, Head of Restructuring & Insolvency Team
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