A Note on the Revivification of a Dissolved Foreign Corporation
| Author | M. Mann |
| Published date | 01 October 1952 |
| Date | 01 October 1952 |
| DOI | http://doi.org/10.1111/j.1468-2230.1952.tb00252.x |
A
NOTE ON
TI-IE
REVIVIFICATION
OF
A
DISSOLVED FORZIGN CORl'OltATION
APART from the Companies Act, the dissolution of a corporation by
the law of the country of incorporation, without any provision
being made for the payment
of
creditors, is unreservedly accepted
by the English courts
l
and this even where there are assets
or
a
branch ofice
(or
agency) in this country. Some results of this
recognition must be briefly enumerated
:
the corporation can neither
sue,3 nor be sued
;
it
is possible that debts due
to
and from
it
are
abrogated by the dissolution
j.
and in any event all its property
in
England will vest in the Crown as
bona
vacantia.a
But in many
cases these consequences will prove more theoretical than actual,
for a situation of this kind is usually produced by a revolutionary
disturbance, and in such circumstances the branch in England will
often remain in ignorance of the true state
of
affairs for some time
after the dissolution. Thus, as the cases show, considerable
uncertainty existed after the
1017
Russian revolution, and the
London branch of the Russian and English Bank continued its
operations until June,
1920,
whereas the corporation had ceased
to exist at the latest by January
26,
1018.
Moreover, even if the
dissolution is notorious, it may be,
so
far as English law
is
concerned,
a
mere nullity as being the act
of
a non-recognised body
;
subsequent recognition of that body as a
de
facto
government
operates as a retroactive validation
'I
of the dissolution (if it was in
fact the act of the new government or has been adopted by them),
with disastrous consequences on acts performed by the corporation
in the interim. The position of an English branch which continues
to function in these conditions is aptly put by Atkin
L.J.
8:
1
Lazard
Bros.
v.
Midland
Bank
[lo331
A.C.
289,
esp.
per
Lord Wright
at
p.
297.
2
e.g.,
Russian
and
English Bank
v.
Baring
Bros.
[I9321
1
Ch.
435.
(Compliance
with the provisions
as
to oversca companies contained in
the
Companies Act
makes
no
difference.
If
the branch
is
incorporated under the English Com-
panies Act, obviously the dissolution will in no way affect it.)
s
8.C.
4
Dcutschc Banquc
v.
Baque dcs Marchands dc
Moscori
(1932)
158
L.T.
364.
5
Lord Atkin-Russian
and
English
Bank
v.
Baring Bros.
[193G]
A.C.
405,
at
p.
427;
but
cf.
Lawrence
L.J.
in
Re Wclls
[1933]
Ch.
29,
at
p.
51-2.
Bros.
v.
Bayuc Industricllc
dc
Moscori
[1932]
1
K.B.
617,
per
Scrutton
L.J.
at
p.
641;
Rrissian
and
English
Bank
v.
Baring
Rros.
[1936]
A.C.
405,
per
Lord Maugham at
p.
444.
Chalrners
and
Hood Phillips,
Conslitutional
Law
(6th
ed.),
p.
168;
Palmer's
Conipany
Precedents
(16th ed.),
pt.
2,
p.
660.
'I
Lntlwr
V.
Sagor
[1921]
3
ILB.
632;
White,
Child,
and
Bemy,
Ltd.
v.
Eagle
Star
and
British
Dottiinions Insrirnncc
Co.,
Lld.
(3022) 38
T.L.R.
616;
Oppenheim,
Inlcrnational
Law
(6th
cd.),
Vol.
I,
Russian Coninicrcial
and
Indristrial
Bank
v.
8&::t&r
d'h'scoinple
dr
Aful-
kousc
[ln23]
I]
R.B.
630
at
p.
GG3.
'
('f.
RC
ffigginS071
Qlfd
DCWL
[1899]
1
Q.B.
325;
Re
WClfS (Supra); LQZQrd
479
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