REGISTER. -of- DEFUNCT COMPANIES

Transcription

1 REGISTER -of- DEFUNCT COMPANIES

2 REGISTER OF DEFUNCT COMPANIES fl M stork MACMILLAN E\<'11 At\t; 1-: PRESS PUBLISHERS

3 This Register of Defunct Companies is published by Macmillan Publishers Limited under licence from the International Stock Exchange. The Stock Exchange Press is an imprint of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited who own all proprietary rights to the name 'Stock Exchange Press'. Independent publishers are licensed by the Exchange to use the imprint for approved commercial projects relating to topics of City and general financial interest. The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, 1990 Softcover reprint ofthe hardcover 2nd edition All rights reserved. No reproduction, copy or transmission of this publication may be made without written permission. No paragraph of this publication may be reproduced copied, or transmitted save with written permission or in accordance with the provisions of the Copyright Act 1956 (as amended). Any person who does any unauthorised act in relation to this publication may be liable to criminal prosecution and civil claims for damages. Second edition first published by MACMILLAN PUBLISHERS LTD (Journals Division), 1990 Distributed by Globe Book Services Ltd Brunei Road, Houndmills Basingstoke, Hants RG21 2XS British Library Cataloguing in Publication Data Register of defunct companies. - 2nd ed. 1. Defunct companies I. Stock Exchange Publications 338.7'4 ISBN ISBN (ebook) DOI / Whilst every care has been taken in compiling the information contained in this publication, the Publishers and Copyright holders accept no responsibility for any errors or omissions.

4 FOREWORD The edition of the Register of Dejimct Companies is the first separate annual volume to be published since the edition. Since that date the Register of Defunct and Other Companies has been published as a cumulative section in The International Stock Exchange Official Yearbook to supplement the edition. This edition contains over 25,000 notices of companies removed from The International Stock Exchange Official Yearbook and its predecessors since The majority of these are defunct companies removed following liquidation, dissolution or winding up. There arc, however, many others which may be defunct that have been removed either due to their securities listed in London having been redeemed or for similar reasons. It is the only official reference publication giving authoritative information about defunct companies and will prove invaluable for member firms, institutions, banks, solicitors and accountants for purposes of valuation and winding up of deceased estates. The Editor would like to express his appreciation to all those who have given their valuable assistance in the preparation of this edition. October 1989 Gavin Fryer Director of Quotations The International Stock Exchange

5 INTRODUCTORY NOTES It may be helpful to readers to explain terms used in the text by setting out briefly the steps involved in bringing a company registered under the Companies Act to its end. This can be effected by a winding-up, removal from the Register under the provisions of Section 652 of the Companies Act, 1985, whereby the Registrar has jurisdiction to strike off the Register the names of companies believed to be defunct, or by dissolution by Order of the Court in connection with a reconstruction under Section 427 of the Act. The different kinds of winding-up are: (I) by the Court-more usually called compulsory willdlng-up; (2) voluntary-which may be either a members' voluntary winding-up or a creditors' voluntary winding-up; or (3) subjed to the supervision of the Court-a mode which may be adopted in the case of either kind of voluntary winding-up; of these the most common is the voluntary winding-up. The provisions applicable to companies which commenced their liquidation since I July 1948 are contained in Part XX of the Companies Act, A compulsory willding-up by Order of the Court is initiated on a petition either by the company or by one or more creditors or contributories, or, where a company is being wound-up voluntarily or subject to the supervision of the Court in England, by the Official Receiver [Companies Act, 1985, S. 519 (6)]. Upon a Winding-up Order being made the control of the company passes to the Official Receiver or liquidator with a view to the realisation and distribution of assets. A compulsory winding-up in England is subject to a considerable measure of control by the Department of Trade and Industry, and an account of the liquidator's receipts and payments must be rendered to that Department every six months. When the account has been audited by the Department a duplicate copy is filed with the Court and is 'open to the inspection of any person' [Companies Act, 1985, S. 543]. All moneys received by the liquidator must be paid into the Companies' LiJ1uidation Account at the Bank of England, or, if so authorised by the Department of Trade and Industry, into an account with any other bank. In the latter event dividends unclaimed for six months and funds unclaimed or undistributed at the conclusion of the winding-up must, however, be paid into the Companies' Liftuidation Account. Claimants in respect of unclaimed dividends or funds should in all cases apply to the Department of Trade and Industry for an order for payment. Where a company is registered in Scotland the undistributed balances at the conclusion of the winding-up are paid into an account in the name of the Accountant of the Court at any joint stock bank of issue, claimants should apply to the Accountant; subsequently the funds are transferred to the Queen's and Lord Treasurer's Remembrancer, who makes payments on an Order of the Court. Upon completion of a compulsory winding-up the Court can make an order dissolving the company; in practice, however, such an order is seldom made. The Registrar subsequently strikes the name of the Company off the Register under Section 652. The process of a oluntary willding-up is instituted by the passing of appropriate resolutions. The winding-up is known as a members' voluntary winding-up when the passing of these resolutions is preceded by a majority of the directors making and filing with the Registrar of Companies a statutory declaration to the effect that they have made a full enquiry into the affairs of the company, and that having done so they have formed the opinion that the company will be able to pay its debts in full within a period not exceeding twelve months; in such a case shareholders appoint the liquidator and control the liquidation. Where this Declaration of Solvency has not been made the winding-up is known as a creditors' voluntary winding-up; a meeting of creditors is held after the meeting of the company for the passing of the necessary resolutions, and the creditors and company may each nominate a liquidator but (subject to an application to, and subsequent order of, the Court) the nomination of the creditors will prevail; the creditors further have the right to appoint a committee of inspection. In either type of voluntary winding-up the liquidator then takes steps to realise the assets, to ascertain and settle claims against the company, and thereafter to distribute any surplus funds by way of return of capital among the members. If the winding-up is not completed within one year after its commencement a statement as to the proceedings in and position of the winding-up must be filed with the Registrar of Companies [Companies Act, 1985, S. 641]. These statements which are kept at the Companies Registry are open to inspection by any person [Companies Act, 1985, S. 709 and S. 710]. During the course of the winding-up in England certain balances must be paid into the Companies' Liquidation Account, and at the conclusion of the winding-up the unclaimed or undistributed funds must be paid into that account; claimants to the undistributed funds should apply to the Department of Trade and Industry for an order for payment. When a company is registered in Scotland, the undistributed balances at the conclusion of the winding-up are paid into an account, in the name of the Accountant of the Court at any joint stock bank of issue, claimants having to apply to the Accountant; subsequently the funds are transferred to the Queen's and Lord Treasurer's Remembrancer who makes payments on an Order of the Court. On conclusion of the liquidation in a members' voluntary winding-up an account of the winding-up must be prepared by the liquidator and laid before a general meeting of the company, and a return of that meeting with a copy of the account sent to the Registrar [Companies Act, 1985, S. 585]. In a creditors' voluntary winding-up an account is required to be laid before a general meeting of the company and a meeting of creditors, and a return of the meetings, with a copy of the account, must be sent to the Registrar [Companies Act, 1985, S. 595]. These particulars are kept at the Companies Registry and are open to inspection by any person. Three months after the registration of the return of the final meeting or meetings the company is deemed to be dissolved. When a resolution to wind-up voluntarily has been passed by a company, the Court on the application of the company or any creditor or contributory, may make an order directing that the winding-up shall continue, but subject to tbe supenlsiou of the Court [Companies Act, 1985, S. 606]. Since the Companies Act, 1900, creditors have had the right to apply to the Court to determine any question arising in a voluntary winding-up, this provision being re-enacted by Section 602 of the Act of 1985; consequently a Supervision Order is not frequently sought. Subject to the directions made by the Supervision Order which in England usually requires a report to be filed with the Court every three months, the procedure, in practice, is similar to the case of a voluntary winding-up, although an order for winding-up subject to Supervision is deemed to be an order for winding-up by the Court, except as provided by Section 610 and the Eighteenth Schedule of the Act of 1985.

6 The Court has power to order a stay of any mode of winding-up. It is interesting to note that in addition the law provides machinery for applications to the Court for restoration to the Register of a company which has been fully woundup and dissolved. This important provision enables application to be made for the purpose, for example, of realising a newly discovered asset. There is a time limit within which the application to the Court must be made; in some cases it is two years from the date of dissolution, in others it is twenty years (Companies Act, 1985, S. 651 and S. 653).