Restoration Of Liquidation But Forgetting To Reappoint The Liquidator

Re Butler-Do Limited [2024] EWHC 1291 (Ch) was an extremely short and sweet judgment in which the Joint Liquidators were reinstated to office following the company being struck off.

In a helpful judgment confined to three reasonably short paragraphs, the judge accepted that sometimes even the court can forget the need to reappoint the liquidators when reinstating a company formerly in liquidation.

In this case, historical accounts of the company noted in a contingent liability note a potential HMRC claim of c.£6.3 million. The Statement of Affairs however had debts totalling £2,7961 of which £1 was for HMRC.

It appears that a claim from HMRC of c.£7 million appears likely and where directors may well have indemnified the company.

Short And Sweet Judgment

1 This is an application by Shane Biddlecombe and Matthew Hoy for their reappointment as liquidators. They were the original liquidators of the company which was, on apparent completion of the liquidation, dissolved but subsequently restored in circumstances in which it was likely that HMRC were going to have a substantial claim of £7 million-odd, but also in circumstances where the directors, or the company, may well be indemnified in respect of any such claim.

2 The application is slightly unusual, as Ms Sethi-Smith points out, in that the bulk of authority goes to the deficiencies or otherwise in relation to the appointment of administrators but, in her brief but compelling skeleton argument, she makes out, by reference to provisions in The Insolvency Act, good reasons why the court can adopt the course the applicants invite. In any event, it is, I am afraid, not uncommon for people, when restoring a company previously in liquidation, to forget, or indeed the court sometimes to forget, the need to appoint or reappoint liquidators, and that is, I have got to say, in my experience, commonly dealt with without too much difficulty.

3 This is plainly a case where it is to the benefit of creditors and all concerned that the previous liquidators be restored to office. Those reasons are set out in Mr Biddlecombe’s witness statement, which I have read, and I accept those reasons. In the circumstances, for those very brief reasons, I will make the order as sought.