Warwick & Anor (Joint Liquidators) [2017] EWHC 2610 (Ch) (14 August 2017)

Warwick & Anor (Joint Liquidators) [2017] EWHC 2610 (Ch) (14 August 2017)

Membership for the purpose of distribution of surplus assets in a company limited by guarantee crystallises at the commencement of winding up; deceased or dissolved members as at that date (and their estates) are entitled to participate, but not those whose membership ceased before liquidation. Unclaimed...

Source-derived case information.

Citation
[2017] EWHC 2610 (Ch)
Parties
Applicant: Daryl Warwick and Mark Ranson (Joint Liquidators)
Jurisdiction
England and Wales
Judgment Date
14 August 2017
Procedural Posture
Application for Directions in Liquidation / Judgment on Application
Outcome
Application granted with directions
Legal Topics
Members' Voluntary Liquidation, Distribution of Surplus Assets, Unclaimed Dividends, Membership Rights in Company Limited by Guarantee
Insolvency Company Law Members' Voluntary Liquidation Distribution of Surplus Assets Unclaimed Dividends Membership Rights in Company Limited by Guarantee

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Parties

Daryl Warwick and Mark Ranson (Joint Liquidators)

Applicant

Procedural Posture

Application for Directions in Liquidation / Judgment on Application

Legal Issues

  1. 1 Whether distributions should be made to personal representatives of deceased/dissolved members of a company limited by guarantee
  2. 2 What should be done with unclaimed distributions for untraced members
  3. 3 Whether further service or representation is required for the application

Ratio Decidendi

Membership for the purpose of distribution of surplus assets in a company limited by guarantee crystallises at the commencement of winding up; deceased or dissolved members as at that date (and their estates) are entitled to participate, but not those whose membership ceased before liquidation. Unclaimed distributions after reasonable notice and attempts to contact should be paid into the Insolvency Services Account, not redistributed among remaining members.

Court Disposition

Application granted with directions

Orders

  • Liquidators to send a final letter to untraced/unresponsive members giving a final period to claim distributions.
  • After reasonable time, remaining unclaimed monies to be paid into the Insolvency Services Account.