Part 5 Deferred Dissolution
March 2010
The official receiver, or any other interested party, may apply to the Secretary of State to give directions to defer the date of dissolution. The Secretary of State may direct the deferral of the dissolution of the company for such a period as he/she thinks fit [Note 1]. An appeal to the court may be made against any decision of the Secretary of State on an application for directions given under this section [Note 2]. A copy of the directions or the determination of an appeal is to be provided to the registrar within 7 days by the person seeking the directions or in whose favour any appeal is decided [Note 3]. Failure to deliver such a copy, without reasonable excuse, will result in liability to a fine [Note 4].
38.48 Circumstances where the official receiver would apply for a deferred dissolution
The official receiver may make an application to the Secretary of State to defer dissolution in circumstances where he/she thinks it is necessary to continue the life of the company after the administration of the liquidation has been completed. This will include cases where an administrative receiver or Law of Property Act receiver have been appointed (see paragraph 38.49), where there are further enquiries (see paragraph 38.50), where an insurance claim is in progress which requires the company to remain on the register but does not stop the liquidator’s release, where there is a pension scheme which has not been finalised (see paragraph 61.95) or where there is a claim for personal injury (see paragraph 38.51).
38.49 Deferral where administrative receiver or Law of Property Act receiver in office
The official receiver should apply to Estate Accounts Services, Operations and Customer Support, Releases who act on behalf of the Secretary of State, for the dissolution to be deferred where an administrative or Law of Property Act receiver is in office at the conclusion of the winding up (see paragraph 38.53). The dissolution should be deferred for 2 years unless the administrative or Law of Property Act receiver has asked for a longer period of deferral to be applied. In this instance the period of deferral should be agreed with the administrative or Law of Property Act receiver. If the Secretary of State gives directions deferring the date of dissolution, the administrative or Law of Property Act receiver should be notified of the deferral and informed that any subsequent application to extend the period of the deferral should be made by him/her to the Secretary of State, Estate Accounts Services, Operations and Customer Support, Birmingham before that period ends.
38.50 Deferral in prosecution and disqualification cases
The official receiver should apply for the deferral of the dissolution of companies in all cases where prosecution or disqualification proceedings have been or are to be brought (see paragraph 38.53). The usual period of deferral to be sought is 6 years, although a longer period may be sought if merited. Although offences survive dissolution companies should not be dissolved as it may create difficulties in taking enforcement action and realising assets arising from such action (see paragraph 38.32).
38.51 Deferral in personal injury cases
Where the official receiver is aware of any potential claims against the company for personal injury he/she should also apply for the deferral of the dissolution of company when the liquidation is complete. Claims arising from personal injuries must be made within 3 years from the date of the injury or first knowledge of the effect of the injury i.e. when the full extent of an injury becomes apparent (see paragraph 31.9.3). It may be that the full extent of any injuries do not become apparent for many years. The official receiver should use his/her judgement in determining the length of deferral of dissolution required. That said any person [Note 5] pursuing a claim for personal injury may make an application to the court for restoration of the company to the register at any time [Note 6].
The dissolution of the company should be deferred to a specific date, which Departmental lawyers have advised, may be extended, for example where disqualification proceedings have not been completed. Any further deferral of dissolution also should be to a specific date. In these cases the official receiver should apply for an extension of the period no later than 3 months prior to the expiry of the original deferred date of dissolution.
(Amended March 2014)
1. The procedure for deferring the dissolution of a company is contained within the Case Help Manual part Closing a Case (procedure points 19, to 22. ).
38.54 Can the official receiver shorten a period of deferral?
A deferred period may not be shortened. The notice of directions deferring the dissolution to a specific date is registered on the company’s file with the registrar. This is a public file and any person searching the company’s entry should be entitled to rely on the company remaining on the register until the deferred date disclosed on the file.
[Back to part 4 Dissolution after completion of winding-up] [On to part 6 Disqualification proceedings subsequent to dissolution]