Warwick & Anor (Joint Liquidators)

Warwick & Anor (Joint Liquidators)

Membership in a company limited by guarantee ceases on death or dissolution unless the articles provide otherwise. Only those who were members at the commencement of the winding up are entitled to participate in the distribution of surplus assets. The court cannot order redistribution of unclaimed dividends among remaining members; unclaimed sums must be paid into the Insolvency Services Account after final notice.

Parties
Applicant: Daryl Warwick and Mark Ranson (Joint Liquidators)
Jurisdiction
England and Wales
Judgment Date
14 August 2017
Procedural Posture
Insolvency Application (directions in Liquidation) / Judgment on Application for Directions Under Section 112 Insolvency Act 1986
Outcome
Application granted with directions
Legal Topics
Members' Voluntary Liquidation, Distribution of Surplus Assets, Unclaimed Dividends, Membership Rights in Company Limited by Guarantee
Insolvency Law Company Law Members' Voluntary Liquidation Distribution of Surplus Assets Unclaimed Dividends Membership Rights in Company Limited by Guarantee

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 3 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Daryl Warwick and Mark Ranson (Joint Liquidators)

Applicant

Procedural Posture

Insolvency Application (directions in Liquidation) / Judgment on Application for Directions Under Section 112 Insolvency Act 1986

Legal Issues

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

Ratio Decidendi

Membership in a company limited by guarantee ceases on death or dissolution unless the articles provide otherwise. Only those who were members at the commencement of the winding up are entitled to participate in the distribution of surplus assets. The court cannot order redistribution of unclaimed dividends among remaining members; unclaimed sums must be paid into the Insolvency Services Account after final notice.

Court Disposition

Application granted with directions

Orders

  • Liquidators to send a final letter to unresponsive/untraced members giving a final period to claim their dividend.
  • After the notice period, any remaining unclaimed monies to be paid into the Insolvency Services Account.