Part 3 Initial Action – Companies House
(Amended July 2012)
The court must send three sealed copies of the winding-up order to the official receiver. The official receiver is required to send a sealed copy of the order to the registrar of companies for filing on the company register [Note 1]. The sealed copy of the winding-up order should be accompanied by the ISCIS form NOTCH. Before sending the winding-up order to Companies House it is important to check that it contains the company’s registration number as outlined in the prescribed form (Form 4.11), see paragraph 3.18 and paragraph 3.19.
Where the winding-up order is made in the High Court or the District Registries the Petition and Transfers team will receive the sealed copies of the order before sending them to the local official receiver. The official receiver will be responsible for filing the order with the registrar of companies. To do so the official receiver should enter the CRO number on ISCIS within 48 hours of receiving notice of the winding-up order
Where the court has failed to provide three sealed copies of the winding-up order (see paragraph 3.17) the registrar of companies has agreed to accept a photocopy for filing purposes, subject to the exception in paragraph 3.35. The photocopy must include a legible seal of court and be a good copy. The official receiver does not have to certify the photocopy as a true copy of the order. A photocopy which does not include a legible court seal should not be filed at Companies House. In this instance the official receiver should file one of the sealed orders, when provided by the court, with the registrar of companies.
A winding-up order may be made which contains an order for the company be restored to the register (see paragraph 3.26). In these cases the official receiver must file a sealed copy of the order with the registrar of companies. A photocopy is not acceptable. If the court supplies only one copy of the order it must be used for filing with the registrar of companies. Once a sealed copy of the winding-up order has been filed with the registrar the company will be deemed to have continued in existence as if its name had not been struck off the register [Note 2].
If the official receiver becomes aware that a company was dissolved before the winding-up order was made, he/she should take no further action to protect or deal with assets, he/she should not interview the directors or take steps to complete the normal formalities of the liquidation. The official receiver should ensure that the company has been dissolved, rather than merely “struck off”, see paragraph 38.13 for further details. The official receiver should immediately contact the petitioner’s solicitors notifying them that the company has been dissolved, giving the date of dissolution and stating that there is no action that the official receiver can take or proposes to take until the company has been restored to the register. The initial contact with the petitioner’s solicitors should be by telephone followed by confirmation of the telephone conversation in writing. Chapter 38 Parts 1 and 2 provides further advice on the options available to the official receiver where a company has been dissolved, either before or after the making of a winding-up order.
The official receiver should ensure that the ISCIS form NOTCH is properly completed in particular, ensuring the company registration number is the same as that which appears on the winding-up order.
(Amended September 2012)
The Insolvency Service has an arrangement with Companies House to rectify any mistakes. The official receiver should exercise proper care and attention in the submission of documents for filing as these arrangements are intended to correct an occasional mistake. The official receiver can make use of this arrangement in the circumstances listed in paragraph 3.39, paragraph 3.40 and paragraph 3.41. The contact points at Companies House for the removal of documents filed in error are Chris Grant firstname.lastname@example.org tel: 02920 381114 and Pam Cotter email@example.com tel: 02920 380969 of the Mortgage and Liquidation Section at Companies House, Cardiff, DX33050 Cardiff. Where a company in liquidation is in the process of being dissolved the guidance in Technical Manual paragraph 38.30A should be followed.
The official receiver may have correctly completed all the filing documents and Companies House has filed the document on the wrong company file. In this instance Companies House have agreed to remove the document and place it on the correct company file without the need of a court order. Where the document was filed in error because of a mistake by the official receiver an order of court will, generally, be required to move the document to the correct company file.
Where the name and number of the company on ISCIS form NOTCH does not match and it is clear from the winding-up order that a clerical error has been made Companies House will remove both documents on request. Both documents will be returned to the official receiver who will then be responsible for resubmitting them correctly. In most cases the official receiver will enter the correct company registration number on the ISCIS form NOTCH.
There may be a mismatch between the company name and the company registration number that is not due to clerical error, for example, where the company’s name is changed after the winding-up petition has been presented to the court, and the name has not corrected before the making of the order. The official receiver should rectify any discrepancies before filing the winding-up order and ISCIS form NOTCH at Companies House (see paragraph 3.24 for more information).
Where the official receiver is unable to file the winding-up order (see paragraph 3.41) neither Companies House or its users, will be aware that the company is in liquidation. As a result he company is susceptible to being struck off the Register of Companies and dissolved under section 1000 of the Companies Act 2006. The official receiver should submit a written objection to the dissolution of the company to Companies House where this action is in process. Any action to dissolve the company will be evident by checking the information on the company’s file at Companies House. See Paragraph 3.25 for further information.
At an appropriate time in the conduct of the case, perhaps at the stage when the ISCIS conduct assessment tab is completed, the official receiver should check the Companies House file to ensure that the liquidation is recorded. If not, action should be taken to rectify the situation by the re-submission of the ISCIS form NOTCH and the winding-up order.