Section 221: Winding up of unregistered companies.

Insolvency Act 1986 · 1986 c. 45View on legislation.gov.uk

Part V: Winding Up of Unregistered Companies

Subject to the provisions of this Part, any unregistered company may be wound up under this Act; and all the provisions of this Act . . . about winding up apply to an unregistered company with the exceptions and additions mentioned in the following subsections.

If an unregistered company has a principal place of business situated in Northern Ireland, it shall not be wound up under this Part unless it has a principal place of business situated in England and Wales or Scotland, or in both England and Wales and Scotland.

For the purpose of determining a court's winding-up jurisdiction, an unregistered company is deemed—

to be registered in England and Wales or Scotland, according as its principal place of business is situated in England and Wales or Scotland, or
if it has a principal place of business situated in both countries, to be registered in both countries;

and the principal place of business situated in that part of Great Britain in which proceedings are being instituted is, for all purposes of the winding up, deemed to be the registered office of the company.

No unregistered company shall be wound up under this Act voluntarily , except in accordance with the EU Regulation .

The circumstances in which an unregistered company may be wound up are as follows—

if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs;
if the company is unable to pay its debts;
if the court is of opinion that it is just and equitable that the company should be wound up.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.