Property Professionals + Ltd v the Insolvency Act 1986
| Jurisdiction | England & Wales |
| Judge | Judge Purle |
| Judgment Date | 08 July 2013 |
| Neutral Citation | [2013] EWHC 1903 (Ch) |
| Date | 08 July 2013 |
| Court | Chancery Division |
| Docket Number | No: 6185 of 2013 |
[2013] EWHC 1903 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
BIRMINGHAM DISTRICT REGISTRY
Birmingham Civil Justice Centre,
33, Bull Street,
BIRMINGHAM B4 6DS.
His Honour Judge Purle QC
(sitting as a Judge of The High Court)
No: 6185 of 2013
Mr Brian Rawlings (Higher Court Advocate) of Eversheds LLP appeared for the Applicant
There was no other representation
Hearing date: 23rd April 2013
Judge Purle QC
The following points require decision:
(a) whether Property Professionals + Limited ("the company") was validly wound up pursuant to paragraph 83(6)(b) of Schedule B1 of the Insolvency Act 1986 in February 2011;
(b) whether Gordon Johnston and Shane Biddlecombe were validly appointed Liquidators of the Company in February 2011 pursuant to paragraph 83(7)(b) of Schedule B1; and
(c) whether Peter Windatt and Alan Limb were validly appointed as Joint Liquidators of the Company at a meeting of the creditors of the Company held on 30 January 2013.
The application before me has been brought by HSBC Merchant Services LLP, which is a creditor of the company, and has petitioned for a compulsory winding up should that course prove necessary. Both sets of insolvency practitioners have been joined as respondents but have played no active part in the application. The Registrar of Companies has also been joined as a respondent, and, whilst commenting by letter on some of the issues, has not appeared at the hearing.
The relevant background facts can be summarised quite shortly.
Mr Johnston and Mr Biddlecombe were appointed Joint Administrators of the company out of court on 3 February 2010 by the sole director of the company pursuant to Paragraph 22 of Schedule B1. The period of their appointment was due to expire 12 months later. The notice of appointment was timed at 2:13pm on 3 February 2010.
On 31 January 2011 the Joint Administrators sent to the Registrar of Companies Form 2.34B in order to move the Company from administration to creditors' voluntary liquidation pursuant to paragraph 83 of Schedule B1 and to appoint themselves as Joint Liquidators of the Company.
The form 2.34B was received by the Registrar of Companies on 3 February 2011, no later than 9:30am. That form was rejected by the Registrar of Companies on 8 February 2011 on the basis that the Liquidators' addresses had not been included in the second part of the form. As the same individuals had been administrators, their names and addresses appeared in the first part of the form. There was no missing information therefore. There was just no unnecessary repetition.
On 15 February 2011 Form 2.34B was sent back to the Registrar of Companies with the addresses of the Liquidators completed in the second part of the form. This was received by the Registrar of Companies on 18 February 2013, no later than 9:30am, and was registered by him on 22 February 2011.
Some time later, on 30 January 2013 at a meeting of creditors of the Company (convened by Mr Johnston and Mr Biddlecombe as Joint Liquidators) the creditors resolved to appoint Mr Windatt and Mr Limb as Joint Liquidators of the Company in place of Mr Johnston and Mr Biddlecombe.
Mr Rawlings correctly identified the following issues which needed to be addressed:
(a) whether, for the Form 2.34B to be effective in order to convert the administration of the Company to a creditors' voluntary liquidation it was necessary for the administrators' appointment to be in force (a) when Form 2.34B was sent or (b) when Form 2.34B was received or (c) when Form 2.34B was registered — in each case by the Registrar of Companies;
(b) if the filing and registration of Form 2.34B was only effective if the administrators' appointment was in force when the Form 2.34B was received by the Registrar of Companies then there is an issue as to whether the administrators' appointment made at 2:13pm on 3 February 2010 expired at midnight on 2 February 2011 or immediately prior to 2:13pm on 3 February 2010;
(c) whether the Registrar of Companies was correct to reject the Form 2.34B sent to him on 31 January 2011. If he was not correct to do so then does this mean that the Form 2.34B registered by the Registrar of Companies on 22 February 2011 and sent to him on 15 February 2011 should be treated as if it was originally sent to him on 31 January 2011 and received on 3 February 2011?
The leading authority in this area is the Court of Appeal decision in Re: Globespan Airways Limited [2013] 1 WLR 1122. The facts of that case have some similarities to...
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Esther Chan Pui-Kwan v Gilbert Leung Kam-Ho and Others
...was due to expire. 103 That factual situation was, however, addressed by His Honour Judge Purle QC in Re Property Professionals Ltd [2013] EWHC 1903 (Ch), [2013] BCC 606. In that case the administrators were appointed pursuant to schedule B1 at 14.13 on 3 February 2010. Form 2.34B was recei......