What Is An Unregistered Company?
Before you can consider how to wind up an unregistered company you need to know what one happens to be. An unregistered company is defined in Section 220 of the Insolvency Act 1986 as any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.
Conditions To Wind Up An Unregistered Company
In order to wind up an unregistered company the following conditions need to apply as set out in Section 221(5) of the Insolvency Act 1986:
(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;
(b) if the company is insolvent and unable to pay debts;
(c) if the court is of opinion that it is just and equitable that the company should be wound up.
Winding Up An Overseas Company In The UK
In order to wind up an overseas company in the UK the likely principles as set out in the matter of Stocznia Gdanska SA v Latreefers Inc (No.2) [2001] 2 BCLC 116 are:
(i) there must be a sufficient connection with England and Wales which may, but does not necessarily have to, consist of assets within the jurisdiction;
(ii) there must be a reasonable possibility of benefit to the petitioner; and
(iii) one or more persons interested in the distribution of the company’s assets must be persons over whom the court can exercise jurisdiction.
