UK Act of Parliament 1986 United Kingdom

Insolvency Act 1986

What this means for your business

76 obligations
38 penalties
5 can imprison
5 guides
Enforced by
Companies House
Applies to
United Kingdom
On this page
76 compliance obligations, 5 practical guides across 4 topics
Read full text on legislation.gov.uk

What you must do

76 compliance obligations under this legislation — 5 can result in imprisonment.

Appointments 3

Appoint a liquidator in a members’ voluntary winding up

If you decide to close your company through a members’ voluntary liquidation, you must hold a general meeting of the shareholders and formally appoint one or more liquidators to run the winding‑up and distribute assets. Once a liquidator is appointed, the directors lose their powers unless the meeting or the liquidator allows them to continue.

Director/Officer s.91 Companies House Company enters a members’ voluntary winding up

Appoint only qualified insolvency practitioners

If your company needs an administrative receiver, liquidator or provisional liquidator, you must make sure the person you appoint is a qualified insolvency practitioner. Appointing someone without the proper qualifications can make the appointment invalid and may lead to legal challenges.

Director/Officer s.230 Companies House When an administrative receiver, liquidator or provisional liquidator is to be appointed

Seek creditor nomination for liquidator and resolve conflicts

When you decide to voluntarily wind up your company, you must ask the creditors to nominate a liquidator. If the creditors and the company nominate different people, you (or another director/member/creditor) must apply to the court within 7 days to decide who will be appointed.

Director/Officer s.100 Companies House When your company passes a resolution to voluntarily wind up

Management duties 9

Approve voluntary arrangements only with creditor consent and report the decision

Unlimited fine

When your company proposes a voluntary arrangement, you must not agree to any changes that affect a secured creditor’s right to enforce security or alter the order of preferential debts unless you have that creditor’s written consent. After the creditors’ meeting you must promptly report the outcome to the court and give any prescribed notice to interested parties.

Director/Officer s.4 Companies House A voluntary arrangement is being considered and a meeting of the company’s …

Arrange and secure remote attendance at shareholders' meetings

If you are the person who calls a shareholders' meeting (for example a director, liquidator or administrator), you must set up any remote participation so that attendees can speak and vote, and you must make sure the technology is secure and that participants are properly identified. If members holding at least 10 % of the voting rights ask you to give a physical location for the meeting, you must provide one.

Director/Officer s.246A Companies House When you summon a members' meeting (other than a members' voluntary winding‑up) …

Comply with court orders on pension‑sharing transactions in insolvency

If your business is involved in a pension‑sharing transaction and a court makes an order under sections 339 or 340 of the Insolvency Act, you must adjust the pension scheme’s liabilities and benefits and, where ordered, pay a restoration amount to the trustee in bankruptcy. The order also allows the court to recover any costs you incur in complying with it. Failure to follow the order may expose you to contempt proceedings.

Employer s.342E Companies House A court issues an order under s339 or s340 in a pension‑sharing …

Cooperate with Insolvency investigations and prosecutions

If a report triggers a criminal investigation under the Insolvency Act 1986, you (or any past or present officer, liquidator or agent of the company) must give the Secretary of State, the DPP or the Lord Advocate all the help they reasonably need – supplying documents, answering questions and otherwise assisting. Failing to do so can lead to a court order and may be treated as a criminal breach.

Any Person s.219 Companies House When criminal proceedings are started under s.218 after a report to the …

Declare and distribute bankruptcy dividends

If you are acting as the trustee in a bankruptcy, you must pay out any surplus money to creditors as a dividend as soon as there are enough funds after covering bankruptcy expenses. You must also give creditors notice of your intention to pay a dividend, the details of the dividend and the estate’s particulars.

Any Person s.324 Companies House When the trustee has sufficient funds available after paying bankruptcy expenses

Lodge unclaimed dividends with Accountant of Court when winding up a Scottish company

If your Scottish-registered company is being wound up and is about to be dissolved, the liquidator must place any unclaimed dividends or undistributable balances into a designated bank account in the name of the Accountant of Court. The liquidator then has to send the deposit receipt to the Accountant of Court so the money is safely held for any future claimants.

Director/Officer s.193 Companies House When a Scottish company has been wound up and is about to …

Summon meeting and obtain creditor approval of proposal

If a court is told that a rescue proposal should be considered, you (or the insolvency practitioner) must call a meeting of the company and ask the creditors to decide whether they accept the proposal. The decision must follow a set voting procedure and all known creditors must be notified.

Any Person s.3 Companies House When a report under s.2(2) to the court says a proposal should …

Take control of assets and manage business during administration

If your company goes into administration, the appointed administrator must secure all the company’s property, run the business according to any court directions or the approved restructuring plan, and call a creditors’ meeting when requested by one‑tenth of creditors or ordered by the court. You need to cooperate and provide the administrator with access to assets and information.

Any Person s.17 Companies House When a company is placed in administration and an administrator is appointed

Use the deemed‑consent procedure for creditor or contributory decisions

When your company needs its creditors or contributories to decide on a matter (other than remuneration) you must follow the deemed‑consent procedure. This means sending them a notice of the issue, the decision you propose, the effect of objections, and how they can object. If fewer than 10% (by value) of those notified object, their lack of objection is treated as agreement; otherwise you must use a formal qualifying decision process.

Director/Officer s.246ZF Companies House When a decision is to be made by the company’s creditors or …

Notifications 10

Add liquidation notice to all invoices, letters and website

If your company is being wound up, you must make it clear on every invoice, order, business letter, order form and on every page of your website that the company is in liquidation. This helps creditors and customers know the company’s status and avoids claims that the business is still trading normally.

Any Person s.188 Companies House When the company is being wound up (court‑ordered or voluntary liquidation)

Advertise voluntary winding‑up resolution in the Gazette

Unlimited fine

If your company decides to wind up voluntarily, you must place a public notice of the resolution in the Gazette within 14 days of the resolution being passed. Failing to do so can result in fines for the company and its officers, including the liquidator.

Director/Officer s.85 Companies House Company has passed a resolution for voluntary winding up

Give creditors notice and follow deemed‑consent procedure

If you are dealing with a bankruptcy and want to use the deemed‑consent route instead of a formal creditors’ vote, you must send a notice to all relevant creditors (except those who have opted out) explaining the issue, the decision you propose and how they can object. If objections represent less than 10% of the creditors’ total value, the decision is treated as accepted; otherwise a formal creditors’ decision procedure must be used.

Any Person s.379ZB Companies House When a decision by creditors is required and the deemed‑consent procedure is …

Include receiver/manager notice on all communications and website

If a receiver or manager is appointed over your company’s property, you must make this clear to anyone you deal with. Every invoice, order, business letter, order form and every page of your website must carry a statement that a receiver or manager has been appointed. This keeps customers, suppliers and the public informed while the insolvency process runs.

Director/Officer s.39 Companies House A receiver or manager has been appointed to the company's property

Notify Companies House of winding‑up order

If a court orders your company to be wound up, you must immediately send a copy of that order to Companies House so it can be recorded. After the order is entered, no one may start legal action against the company or its assets unless the court gives permission.

Director/Officer s.130 Companies House When a winding‑up order is made against the company

Notify company and creditors of administrative receiver appointment

Unlimited fine

If your business has an administrative receiver appointed, the receiver must immediately inform the company and publish a notice of the appointment, and then send a notice to every known creditor within 28 days (unless the court says otherwise). This ensures all parties are aware of who is now managing the company's assets.

Any Person s.46 Companies House When an administrative receiver is appointed to the company

Notify company, creditors and Companies House of administration order

Unlimited fine

When a court makes an administration order, the appointed administrator must quickly inform the company, publish a notice of the order, send a notice to every known creditor within 28 days (unless the court says otherwise), and send an official copy of the order to Companies House within 14 days. Failing to do so can result in unlimited fines.

Employer s.21 Companies House An administration order has been made

Notify creditors of your appointment as trustee

If you are appointed as the first trustee of a bankrupt’s estate (either as the official receiver or another person appointed by the court), you must inform all the bankrupt’s creditors that you are now the trustee. If you were appointed under subsection 2, the notice must also explain how a creditors’ committee will be set up.

Any Person s.291A Companies House When you are appointed as the first trustee in a bankruptcy

Notify creditors when bankruptcy administration is complete

When you, as the trustee, decide that the bankrupt’s estate has been wound up for practical purposes (and you are not the Official Receiver), you must inform all creditors who have not opted out. The notice must include your full administration report and explain how they can object to your release under the Insolvency Act.

Any Person s.331 Companies House When the trustee believes the bankruptcy administration is practically complete and the …

Publish liquidator appointment notice

If you are appointed as a liquidator, you must within 14 days put a notice of your appointment in The Gazette and send a copy to Companies House for registration. This lets creditors and the public know who is handling the insolvent company. Failure to do so can result in a fine.

Any Person s.109 Companies House When you are appointed as liquidator of a company

Other requirements 4

Apply to annul bankruptcy when a voluntary arrangement is approved

If you are an undischarged bankrupt and your creditors have approved a voluntary arrangement, you (or the official receiver if you do not) must apply to the court to have your bankruptcy order cancelled. The application cannot be made during the period when the creditors’ decision can be challenged or while a challenge or appeal is pending. The court may also give directions to help the arrangement run smoothly.

Any Person s.261 Companies House You are an undischarged bankrupt and creditors have approved a voluntary arrangement …

Attend court‑ordered public examination during winding‑up

Unlimited fine

If your company is being wound up by the court, you may be called to appear in court and be examined about how the business was set up and run. You must go to the court on the date set by the judge and answer questions about the company’s affairs, management and transactions.

Director/Officer s.133 Companies House Company is being wound up by the court and the court orders …

Comply with a court‑issued direct sanctions order

If a High Court (or Court of Session) makes a direct sanctions order against you as an insolvency practitioner, you must obey it. That may mean you can no longer act as an insolvency practitioner (fully or partly), you must suspend your work for a set period, meet any additional conditions, or pay a contribution to creditors as specified in the order. The recognised professional body must also enforce the order.

Any Person s.391O Companies House A court makes a direct sanctions order against you as an insolvency …

Use the correct style when identifying the liquidator

When a company is being wound up, the person acting as liquidator must be referred to only as “the liquidator” (or “the official receiver and liquidator” if the Official Receiver is acting) and never by their personal name. This ensures the liquidation is clearly identified in all documents and communications.

Any Person s.163 Companies House When acting as the liquidator of a company

Payments and fees 1

Pay amounts due under a voluntary arrangement when it ends

If your company enters a voluntary arrangement and that arrangement later finishes, you must pay any money that is still owed to creditors who were bound by the arrangement, even if they did not receive notice of it. The payment must be made as soon as the arrangement ceases, unless the arrangement ended early.

Director/Officer s.5 Companies House When a voluntary arrangement ceases to have effect and any amount payable …

Offences and prohibitions 23

Act as a receiver when not qualified

Unlimited fine

If a company that is not permitted to be appointed as a receiver of another company's assets steps in and acts as a receiver, the company commits a criminal offence. On conviction the company faces an unlimited fine. No prison term is provided for this offence.

Any Person s.30 Companies House

Act without proper qualification when handling partnership liabilities

Unlimited fine

If you are a partially authorised insolvency practitioner and you take on, or keep on, a bankruptcy case for a company or individual that is or was a member of a partnership with unpaid partnership debts, you must either get the court’s permission or step aside. Doing so without permission breaches this provision and makes you liable under section 389 for acting without the required qualification.

Any Person s.390B Companies House

Conceal or falsify records during a debt relief order

If you have a debt relief order and, during the protected period, you refuse to hand over or you hide, destroy, alter or falsify any books, papers or records that relate to your affairs, you commit a criminal offence. The same applies to actions taken in the 12 months before the order (or two years for trading records). Conviction can lead to a fine and/or imprisonment, depending on the court.

Any Person s.251P Companies House

Enter into restricted transactions during moratorium

If your company is under a moratorium (e.g. in administration) and it still enters into a market contract, a financial collateral arrangement, a transfer order, a market or system charge, or provides any collateral security, you commit an offence. The offence applies both to the company itself and to any officer who authorises or permits the transaction without a reasonable excuse. Conviction can lead to criminal penalties, although this section does not specify the exact fine or prison terms.

Director/Officer Prohibition on entering into market contracts etc Companies House

Fail to deliver, conceal or remove assets when bankrupt

2 years imprisonment

If you are declared bankrupt you must hand over any property or assets you control to the Official Receiver or trustee. Hiding, removing, or failing to account for assets of the prescribed value is a criminal offence. Conviction can lead to an unlimited fine and up to two years’ imprisonment.

Any Person s.354 Companies House

Fail to disclose or deliver company assets in winding up

Unlimited fine

If you are a current or former officer (including directors or shadow directors) of a company that is being wound up, you must tell the liquidator about all the company’s property, hand over any property and records in your control, and report any false debts. Failing to do any of these things – or trying to hide assets or falsify accounts – is a criminal offence. On conviction you face imprisonment, an unlimited fine, or both.

Director/Officer s.208 Companies House

Fail to display moratorium notice

Unlimited fine

When a company is under a moratorium it must prominently display a notice at its premises, on its website and on all business documents stating that the moratorium is in force and naming the monitor. If it does not, the company and any officer who authorised or allowed the breach commit a criminal offence, which can attract an unlimited fine and court proceedings.

Any Person Publicity about moratorium Companies House

Fail to give regulator notice of qualifying decision procedure

Directors of a regulated company must inform the appropriate regulator when a qualifying decision procedure (a creditor‑vote on certain matters) is being used. If they do not give this notice and cannot show a reasonable excuse, they commit a criminal offence and may be prosecuted.

Director/Officer Regulated companies: modifications to this Part Companies House

Fail to notify monitor before taking insolvency steps

Unlimited fine

If a director does not give the appointed insolvency monitor notice before presenting a winding‑up petition, making an administration application, appointing an administrator, or recommending a voluntary winding‑up while the company is in a moratorium, the director commits a criminal offence unless they have a reasonable excuse. A conviction results in an unlimited fine and the case is heard in the magistrates’ court.

Director/Officer Duty of directors to notify monitor of insolvency Companies House

Fail to notify monitor of moratorium (director)

If a company’s directors do not tell the appointed monitor, as soon as reasonably practicable, that a moratorium has started, each director who cannot show a reasonable excuse commits a criminal offence. A conviction can lead to a fine and/or imprisonment, subject to the penalties set out for Insolvency Act offences.

Director/Officer Obligations to notify where moratorium comes into Companies House

Fail to notify monitor of moratorium extension or end

Directors must tell the appointed monitor whenever a company’s moratorium is extended or comes to an end, as set out in the relevant sections of the Insolvency Act. If a director does not give this notice and cannot show a reasonable excuse, the director commits a criminal offence.

Director/Officer Obligations to notify change in end of moratorium Companies House

Fail to notify required parties as monitor

Unlimited fine

If you are the monitor appointed during a company’s moratorium and you do not, without a reasonable excuse, inform Companies House, all known creditors and the relevant pension regulators of the court’s order, you commit a criminal offence. A conviction can lead to a fine (potentially unlimited) and, depending on how the case is tried, could also carry imprisonment.

Any Person Replacement of monitor or appointment of additiona Companies House

Fail to prepare and send statement of affairs to creditors

Unlimited fine

If your company decides to wind up voluntarily, the directors must, within 7 days of the resolution, prepare a prescribed statement of the company’s affairs, verify it and send it to all creditors. Failing to do so – without a reasonable excuse – is a criminal offence. Conviction results in an unlimited fine.

Director/Officer s.99 Companies House

Falsify company books during winding up

2 years imprisonment

When a company is being wound up, any officer or shareholder who destroys, alters, or falsifies the company’s books, papers or records, or makes false entries, with the intention to defraud or deceive, commits a criminal offence. If convicted, the person can be sent to prison, fined, or both.

Director/Officer s.209 Companies House

Fraudulent dealing with credit‑obtained property

If you are bankrupt and you sell, pawn, pledge or otherwise dispose of property that you bought on credit but have not paid for, you commit a criminal offence. It is also an offence if you acquire or receive such property knowing the bankrupt owes money on it and is unlikely to be able to pay. Conviction can lead to an unlimited fine and imprisonment, and the case can be tried either in the Magistrates' Court or the Crown Court.

Any Person s.359 Companies House

Grant unauthorised security during insolvency moratorium

During a moratorium a company may only create security over its assets if the appointed monitor gives permission. Giving security without that consent is a criminal offence, and any officer who authorises or permits it without a reasonable excuse also commits an offence. Conviction can lead to a fine and possible imprisonment, although the exact penalties are set out elsewhere in the Insolvency Act.

Director/Officer Restrictions on grant of security etc Companies House

Make false representation to creditors in winding up

Unlimited fine

If a current or former officer of a company (including a shadow director) gives false information or commits fraud to persuade creditors to agree to any deal about the company’s affairs or its winding‑up, they commit a criminal offence. The same offence also applies if the false statement is made before the winding‑up starts. On conviction the offender can be sentenced to imprisonment, an unlimited fine, or both.

Director/Officer s.211 Companies House

Make false statements or omit information in a bankruptcy application

2 years imprisonment

If you knowingly or recklessly give false information, or leave out required facts, when filing a bankruptcy petition or supplying details to the adjudicator, you commit a criminal offence. The offence applies even if the bankruptcy order is never made. A conviction can lead to an unlimited fine and/or a term of imprisonment.

Any Person s.263O Companies House

Make false statements to obtain creditor approval for a voluntary arrangement

2 years imprisonment

If your company (or anyone acting for it) lies or deliberately hides material facts to get creditors to approve a voluntary arrangement, you commit a criminal offence. The offence applies even if the proposal is never approved. Conviction can lead to unlimited fines, imprisonment, or both.

Any Person s.262A Companies House

Make unauthorised pre‑moratorium payments

During a moratorium a company may only pay more than the allowed amount if the monitor consents, a court orders it, or it is required by specific sections. If the company pays beyond this limit without those authorisations, the company itself and any officer who allowed the payment commit a criminal offence. Conviction can lead to fines and/or imprisonment, but the exact penalties are set elsewhere in the Act.

Director/Officer Restrictions on payment of certain pre-moratorium Companies House

Obtain credit during moratorium without notifying creditor

If your company takes out credit of £500 or more while a moratorium is in force and you do not tell the creditor that the moratorium applies, you are committing a criminal offence. The same applies to any officer who authorises or permits the credit without a reasonable excuse. Conviction can lead to prosecution, with fines and/or imprisonment at the court’s discretion.

Director/Officer Restrictions on obtaining credit Companies House

Obtain credit or trade without disclosing bankruptcy status

If you are an undischarged bankrupt (or have a bankruptcy restrictions order), you must tell anyone you borrow money from or do business with that you are bankrupt. Failing to give this information – for example, taking credit, receiving goods on hire‑purchase, or trading under a different name – is a criminal offence. Conviction can lead to a fine and possibly a term of imprisonment.

Any Person s.360 Companies House

Unauthorised disposal of property during moratorium

2 years imprisonment

If your company sells, transfers or otherwise disposes of assets while it is under a moratorium and the disposal is not authorised under the rules set out in this section, the company commits a criminal offence. Any officer who allows or authorises that unauthorised disposal without a reasonable excuse also commits an offence. Conviction can result in fines and/or imprisonment, although the exact limits are set elsewhere in the Insolvency Act.

Director/Officer Restrictions on disposal of property Companies House

Record keeping 2

Hand over bankrupt’s property and records to the trustee

Unlimited fine

If you are declared bankrupt, or if you hold any of the bankrupt’s assets, books, papers or records, you must give them to the bankruptcy trustee. This includes anything kept in bank accounts or held on the bankrupt’s behalf. Failing to do so can lead to contempt of court proceedings.

Any Person s.312 Companies House When you are bankrupt or when you hold property, books, papers or …

Provide information and assistance to the Official Receiver

If your company is being wound up by the court and you are acting as the liquidator (but not the Official Receiver), you must give the Official Receiver any information they ask for, let them inspect the company’s books and records, and provide any other reasonable help they need. This duty continues for as long as the winding‑up process lasts.

Any Person s.143 Companies House When a company is being wound up by the court in England …

Registration and licensing 2

Provide transfer documents and discharge security on disposed assets in Scotland

If your company is in administration in Scotland and you sell property or goods under the power in section 15, the appointed administrator must give the buyer the proper transfer paperwork and, where registration is required, complete it so that any charge or security on the asset is removed. For hire‑purchase, conditional sale, lease or retention‑of‑title goods, the sale also wipes out the seller’s rights against the buyer.

Any Person s.16 Companies House When an administrator disposes of property or goods under s.15 in Scotland

Send court order for early dissolution to Companies House

Unlimited fine

If a Scottish company is being wound up and a court orders it to be dissolved (or defers the date), you must forward a copy of that order to the registrar of companies within the prescribed time‑frame (14 days for the liquidator, 7 days for any other person who receives the order). Failure to do so can result in a fine.

Employer s.204 Companies House When a court makes an order to dissolve a Scottish company (or …

Reporting and filing 22

Attend public examination when ordered in bankruptcy

Unlimited fine

If you have been made bankrupt, a court may order a public examination of your affairs. You must appear on the appointed date and answer questions about your assets, dealings and why you failed. Failing to attend without a reasonable excuse is a criminal contempt of court.

Any Person s.290 Companies House A bankruptcy order has been made and the court orders a public …

Deliver receivership accounts to Companies House

If a receiver or manager (other than an administrative receiver) is appointed to run a company's assets, you must prepare a detailed statement of all receipts and payments and send it to the registrar (Companies House). The accounts must be filed within one month after each 12‑month period (or every 6 months thereafter) and also within one month after the receiver stops acting.

Any Person s.38 Companies House When a receiver or manager (non‑administrative) is appointed to a company's property

File required documents with Companies House for overseas companies

If your overseas company must register under section 1046 of the Companies Act 2006, you must treat it the same as a UK‑registered company for any filing duties in the Insolvency Act 1986. This means you have to send the required paperwork to Companies House on time, just as a domestic company would.

Director/Officer s.434E Companies House Your overseas company is required to register under s1046 of the Companies …

Notify creditors and members of proposed substantial revisions and obtain approval

If you are acting as the administrator of an insolvent company and want to change the administration proposals in a significant way, you must send a written statement of the proposed changes to every creditor you can identify, give members a copy or tell them how to obtain one, and call a creditors’ meeting with at least 14 days’ notice. The changes can only be made if the meeting approves them (and you agree to any modifications). After the meeting you must inform Companies House of the result.

Employer s.25 Companies House Administrator proposes substantial revisions to proposals already approved by creditors

Notify creditors' decision and report to court

When your creditors have voted on your proposal under a voluntary arrangement, the insolvency nominee must tell the prescribed parties what the decision was and, if the decision was made following a court‑ordered report, must also inform the court. This keeps the court and interested parties up‑to‑date with the creditors' decision.

Any Person s.259 Companies House After creditors have decided whether to approve the debtor's proposal under section …

Prepare and circulate final winding‑up account

When your company’s affairs are fully wound up, the liquidator must draw up a final account showing how the winding‑up was carried out and how the company’s assets were disposed of. A copy of that account must be sent to the company’s members and to Companies House within 14 days of the account being prepared. Failing to do so can result in a fine for the liquidator.

Employer s.94 Companies House When the company’s affairs are fully wound up

Prepare and distribute final winding‑up account

If your company is being wound up by the court and a licensed liquidator (not the official receiver) is in charge, the liquidator must draw up a final account showing how the winding‑up was carried out and how the company’s assets were dealt with. They must then send this account to all creditors (except those who have opted out) and to the court and Companies House registrar, within a short 7‑day period after the creditor‑objection deadline.

Any Person s.146 Companies House Company is being wound up by the court, the liquidator is not …

Prepare and distribute progress reports during liquidation

If your company goes into liquidation, the appointed liquidator must produce a progress report for each prescribed period and send a copy to the company’s members and all creditors who have not opted out, as well as any other persons prescribed by the regulations. The reports keep shareholders and creditors informed of how the winding‑up is progressing.

Any Person s.104A Companies House When a company is in liquidation and a liquidator has been appointed

Prepare and file the final winding‑up account

When your company’s liquidation is complete, the liquidator must produce a final account showing how the winding‑up was carried out, send copies to shareholders and creditors, give creditors a notice about their right to object, and file the account (and any objection statements) with Companies House. All of this must be done within the time limits set out in the Act.

Any Person s.106 Companies House when the company’s affairs are fully wound up and before the company …

Prepare and send regular progress reports during liquidation

If your company is being wound up and a liquidator has been appointed, the liquidator must produce a progress report for each prescribed reporting period. They must also copy the report to the company’s members and any other persons the regulations require. Failing to do so can result in a fine.

Any Person s.92A Companies House at the end of each prescribed reporting period

Prepare and send statement of affairs to creditors

If you are acting as the liquidator and decide the company cannot pay its debts within the period set by the directors, you must, within 7 days, prepare a full statement of the company’s affairs and send it to every creditor. The statement must list assets, debts, creditor details, securities and other required information and be verified by a statement of truth (or statutory declaration). Failing to do this without reasonable excuse can result in a fine.

Any Person s.95 Companies House Liquidator forms the opinion that the company will be unable to pay …

Prepare and submit statement of affairs to the administrator

Unlimited fine

If your company is placed into administration, you (or any recent officers, founders or employees who can provide the information) must give the administrator a full statement of the company’s assets, debts, creditors and securities. The statement must be sworn‑by affidavit and handed in within 21 days of the notice (unless the administrator extends the deadline). Failure to do so can lead to a fine and daily default penalties.

Any Person s.22 Companies House An administration order has been made over the company

Provide information and attend meetings when asked by insolvency officials

Unlimited fine

If your company enters administration, liquidation or a winding‑up order, anyone who has been a director, helped set up the company, worked for it or acted as an administrator or liquidator must give the official receiver or liquidator any information they request and attend any meetings they set. You need to cooperate promptly and fully, otherwise you risk a fine.

Any Person s.235 Companies House Company is in administration, liquidation, or has a court winding‑up order

Provide information to monitor as requested

If a court‑appointed monitor is overseeing your company’s insolvency, you as a director must give the monitor any information they ask for. The information has to be supplied promptly – as soon as practicable – so the monitor can carry out their duties effectively.

Director/Officer Provision of information to monitor Companies House When a monitor appointed under the Insolvency Act requests information

Provide inventory and information to the Official Receiver

Unlimited fine

If you are declared bankrupt, you must give the Official Receiver a full list of all your assets and any other information they ask for, and you must attend meetings whenever they reasonably require you to – this duty continues even after you are discharged. Failing to do so can lead to contempt of court charges.

Any Person s.291 Companies House When you are declared bankrupt (including after discharge)

Provide pension‑sharing information to a bankruptcy trustee on request

If you run or manage a pension scheme (or act as the person responsible for a pension arrangement) you must give a bankruptcy trustee any information they ask for about the scheme and the rights of the parties involved in a pension‑sharing transaction. This duty is triggered when the trustee makes a written request.

Any Person s.342F Companies House A transferor’s trustee in bankruptcy makes a written request for information about …

Provide statement of proposals to creditors and members

Unlimited fine

If your company is placed into administration, the appointed administrator must, within three months (or a longer period the court allows), send a detailed proposal statement to the registrar of companies, all known creditors and to the company’s members (or make it available for them). The same statement must be laid before a creditors’ meeting that is given at least 14 days’ notice. Failing to do so can result in fines.

Any Person s.23 Companies House When an administration order has been made

Report suspected officer misconduct in a company voluntary arrangement

If your company’s voluntary arrangement takes effect and the insolvency supervisor thinks a director, officer or other agent has broken the law, they must immediately tell the Secretary of State (or Lord Advocate) and hand over all relevant paperwork. All past and present officers and agents must also cooperate fully with any investigation or prosecution that follows.

Any Person s.7A Companies House When a voluntary arrangement is approved and takes effect, and the supervisor …

Seek nominations for a permanent liquidator and report to the court

If a Scottish court makes a winding‑up order for your company, it will appoint an interim liquidator. That interim liquidator must, within 28 days, ask the company’s creditors (and, unless inappropriate, its contributories) to nominate a permanent liquidator. If no nomination is made, the interim liquidator must report the situation to the court, and any newly appointed liquidator must promptly notify the court of their appointment.

Any Person s.138 Companies House When a winding‑up order is made by a Scottish court

Submit a statement of affairs to the receiver

Unlimited fine

If a receiver is appointed to your company, you – whether you are a current or former officer, a former employee, or anyone else the receiver identifies – must prepare a full statement of the company’s assets, debts, creditors and related details. You must send this statement, with a statutory declaration, to the receiver within 21 days of receiving the notice (unless the receiver gives you more time).

Any Person s.66 Companies House A receiver is appointed to the company

Submit court report on voluntary arrangement proposal

If you are acting as the nominee for a company’s voluntary arrangement (and you are not the liquidator or administrator), you must file a report with the court within 28 days of being notified of the proposal. The report must say whether the proposal looks likely to succeed, whether a meeting of the company and its creditors should be held, and suggest a date, time and place for that meeting.

Any Person s.2 Companies House You are appointed as the nominee under s.1 and receive notice of …

Submit proposal and statement of affairs to nominee

If a court has issued an interim order while you are trying to set up a voluntary arrangement, you must provide the appointed insolvency practitioner (the nominee) with a full written description of the arrangement you are proposing and a detailed statement of your affairs. This must be done before the interim order expires, otherwise the order can be discharged.

Director/Officer s.256 Companies House When a court makes an interim order under s.253 for a voluntary …

Penalties for non-compliance

38 penalties under this legislation. 5 can result in imprisonment. 26 carry an unlimited fine.

Prison risk

Fail to deliver, conceal or remove assets when bankrupt

Unlimited fine and/or 2 years imprisonment

Either way s.354 Penalises: Fail to deliver, conceal or remove assets when …
Prison risk

Falsify company books during winding up

Unlimited fine and/or 2 years imprisonment

Either way s.209 Penalises: Falsify company books during winding up
Prison risk

Make false statements or omit information in a bankruptcy application

Unlimited fine and/or 2 years imprisonment

Either way s.263O Penalises: Make false statements or omit information in a …
Prison risk

Make false statements to obtain creditor approval for a voluntary arrangement

Unlimited fine and/or 2 years imprisonment

Either way s.262A Penalises: Make false statements to obtain creditor approval for …
Prison risk

Unauthorised disposal of property during moratorium

Unlimited fine and/or 2 years imprisonment

Either way Restrictions on disposal of property Penalises: Unauthorised disposal of property during moratorium
Unlimited fine

Approve voluntary arrangements only with creditor consent and report the decision

Unlimited fine

s.4 Penalises: Approve voluntary arrangements only with creditor consent and …
Unlimited fine

Advertise voluntary winding‑up resolution in the Gazette

Unlimited fine

Summary only s.85 Penalises: Advertise voluntary winding‑up resolution in the Gazette
Unlimited fine

Notify company and creditors of administrative receiver appointment

Unlimited fine

Summary only s.46 Penalises: Notify company and creditors of administrative receiver appointment
Unlimited fine

Notify company, creditors and Companies House of administration order

Unlimited fine

Summary only s.21 Penalises: Notify company, creditors and Companies House of administration …
Unlimited fine

Attend court‑ordered public examination during winding‑up

Unlimited fine

s.133 Penalises: Attend court‑ordered public examination during winding‑up
Unlimited fine

Act as a receiver when not qualified

Unlimited fine

Summary only s.30 Penalises: Act as a receiver when not qualified
Unlimited fine

Act without proper qualification when handling partnership liabilities

Unlimited fine

Summary only s.390B Penalises: Act without proper qualification when handling partnership liabilities
Unlimited fine

Fail to disclose or deliver company assets in winding up

Unlimited fine

Either way s.208 Penalises: Fail to disclose or deliver company assets in …
Unlimited fine

Fail to display moratorium notice

Unlimited fine

Either way Publicity about moratorium Penalises: Fail to display moratorium notice
Unlimited fine

Fail to notify monitor before taking insolvency steps

Unlimited fine

Summary only Duty of directors to notify monitor of insolvency Penalises: Fail to notify monitor before taking insolvency steps
Unlimited fine

Fail to notify required parties as monitor

Unlimited fine

Summary only Replacement of monitor or appointment of additiona Penalises: Fail to notify required parties as monitor
Unlimited fine

Fail to prepare and send statement of affairs to creditors

Unlimited fine

Summary only s.99 Penalises: Fail to prepare and send statement of affairs …
Unlimited fine

Make false representation to creditors in winding up

Unlimited fine

s.211 Penalises: Make false representation to creditors in winding up
Unlimited fine

Hand over bankrupt’s property and records to the trustee

Unlimited fine

s.312 Penalises: Hand over bankrupt’s property and records to the …
Unlimited fine

Send court order for early dissolution to Companies House

Unlimited fine

Summary only s.204 Penalises: Send court order for early dissolution to Companies …
Unlimited fine

Attend public examination when ordered in bankruptcy

Unlimited fine

s.290 Penalises: Attend public examination when ordered in bankruptcy
Unlimited fine

Prepare and submit statement of affairs to the administrator

Unlimited fine

Summary only s.22 Penalises: Prepare and submit statement of affairs to the …
Unlimited fine

Provide information and attend meetings when asked by insolvency officials

Unlimited fine

Summary only s.235 Penalises: Provide information and attend meetings when asked by …
Unlimited fine

Provide inventory and information to the Official Receiver

Unlimited fine

s.291 Penalises: Provide inventory and information to the Official Receiver
Unlimited fine

Provide statement of proposals to creditors and members

Unlimited fine

Summary only s.23 Penalises: Provide statement of proposals to creditors and members
Unlimited fine

Submit a statement of affairs to the receiver

Unlimited fine

Summary only s.66 Penalises: Submit a statement of affairs to the receiver
Fine

Fail to notify Companies House of court order

Penalty applies

Disposal of charged property free from charge Penalises: Take control of assets and manage business during …
Fine

Conceal or falsify records during a debt relief order

Penalty applies

Either way s.251P Penalises: Conceal or falsify records during a debt relief …
Fine

Give false information or omit material facts in a debt relief order application

Penalty applies

s.251O Penalises: Conceal or falsify records during a debt relief …
Fine

Enter into restricted transactions during moratorium

Penalty applies

Prohibition on entering into market contracts etc Penalises: Enter into restricted transactions during moratorium
Fine

Fail to give regulator notice of qualifying decision procedure

Penalty applies

Regulated companies: modifications to this Part Penalises: Fail to give regulator notice of qualifying decision …
Fine

Fail to notify monitor of moratorium (director)

Penalty applies

Obligations to notify where moratorium comes into Penalises: Fail to notify monitor of moratorium (director)
Fine

Fail to notify monitor of moratorium extension or end

Penalty applies

Obligations to notify change in end of moratorium Penalises: Fail to notify monitor of moratorium extension or …
Fine

Fraudulent dealing with credit‑obtained property

Penalty applies

s.359 Penalises: Fraudulent dealing with credit‑obtained property
Fine

Grant unauthorised security during insolvency moratorium

Penalty applies

Restrictions on grant of security etc Penalises: Grant unauthorised security during insolvency moratorium
Fine

Make unauthorised pre‑moratorium payments

Penalty applies

Restrictions on payment of certain pre-moratorium Penalises: Make unauthorised pre‑moratorium payments
Fine

Obtain credit during moratorium without notifying creditor

Penalty applies

Restrictions on obtaining credit Penalises: Obtain credit during moratorium without notifying creditor
Fine

Obtain credit or trade without disclosing bankruptcy status

Penalty applies

s.360 Penalises: Obtain credit or trade without disclosing bankruptcy status

Practical guidance

Our guides explain how to comply with the requirements above.

Sections and provisions

500 classified provisions from this legislation.

Duties 75

  • s.2 Procedure where nominee is not the liquidator or administrator.
  • s.3 Consideration of proposal.
  • s.4 Decisions of the company and its creditors. is summoned
  • s.5 Effect of approval. The court
  • s.7A Prosecution of delinquent officers of company. as appear
  • s.16 Operation of s. 15 in Scotland.
  • s.17 General duties. is or appears
  • s.21 Information to be given by administrator.
  • s.22 Statement of affairs to be submitted to administrator.
  • s.23 Statement of proposals.
  • s.25 Approval of substantial revisions. and he
  • s.38 Receivership accounts to be delivered to registrar.
  • s.39 Notification that receiver or manager appointed.
  • s.46 Information to be given by administrative receiver.
  • s.66 Company’s statement of affairs.
  • s.85 Notice of resolution to wind up.
  • s.91 Appointment of liquidator. in general meeting
  • s.92A Progress report to company ...
  • s.94 Final account prior to dissolution
  • s.95 Effect of company’s insolvency. will be unable
  • ... and 55 more duties

Offences and penalties 37

  • s.30 Disqualification of body corporate from acting as receiver.
  • s.99 Directors to lay statement of affairs before creditors.
  • s.208 Misconduct in course of winding up.
  • s.209 Falsification of company’s books.
  • s.211 False representations to creditors.
  • s.218 Prosecution of delinquent officers and members of company.
  • s.251O False representations and omissions
  • s.251Q Fraudulent disposal of property
  • s.251T Offences: supplementary
  • s.251P Concealment or falsification of documents
  • s.262A False representations etc.
  • s.263O False representations and omissions
  • s.350 Scheme of this Chapter.
  • s.354 Concealment of property.
  • s.356 False statements.
  • s.357 Fraudulent disposal of property.
  • s.358 Absconding.
  • s.359 Fraudulent dealing with property obtained on credit.
  • s.360 Obtaining credit; engaging in business.
  • s.390B Partial authorisation: acting in relation to partnerships
  • ... and 17 more offences and penalties

Powers 127

  • Schedule 1 Powers of Administrator or Administrative Receiver
  • Schedule 4 Powers of Liquidator in a Winding Up
  • Schedule 5 Powers of Trustee in Bankruptcy
  • s.13 Appointment of administrator.
  • s.14 General powers.
  • s.15 Power to deal with charged property, etc.
  • s.24 Consideration of proposals by creditors’ meeting.
  • s.26 Creditors’ committee.
  • s.34 Liability for invalid appointment.
  • s.35 Application to court for directions.
  • s.36 Court’s power to fix remuneration.
  • s.42 General powers.
  • s.43 Power to dispose of charged property, etc.
  • s.49 Committee of creditors.
  • s.61 Disposal of interest in property.
  • s.63 Powers of court.
  • s.68 Committee of creditors
  • s.71 Prescription of forms, etc.; regulations.
  • s.72H Sections 72A to 72G: supplementary
  • s.72 Cross-border operation of receivership provisions.
  • ... and 107 more powers

Definitions 59

  • s.1 Those who may propose an arrangement. company
  • Schedule 6 The Categories of Preferential Debts prescribed
  • Schedule 13 Consequential Amendments of Companies Act 1985
  • s.29 Definitions. administrative receiver
  • s.54 Appointment by court.
  • s.67 Report by receiver.
  • s.70 Interpretation for Chapter II.
  • s.72A Floating charge holder not to appoint administrative receiver
  • s.79 Meaning of “contributory”.
  • s.84 Circumstances in which company may be wound up voluntarily.
  • s.174A Moratorium debts etc: priority
  • s.178 Power to disclaim onerous property.
  • s.217 Personal liability for debts, following contravention of s. 216.
  • s.222 Inability to pay debts: unpaid creditor for £750 or more.
  • s.223 Inability to pay debts: debt remaining unsatisfed after action brought.
  • s.224 Inability to pay debts: other cases.
  • s.226 Contributories in winding up of unregistered company.
  • s.233 Supplies of gas, water, electricity, etc.
  • s.238 Transactions at an undervalue (England and Wales).
  • s.239 Preferences (England and Wales).
  • ... and 39 more definitions

Exemptions 44

  • Schedule 11 Transitional Provisions and Savings
  • s.28 Extent of this Chapter.
  • s.72GA Exception in relation to protected railway companies etc.
  • s.72B First exception: capital market
  • s.72G Sixth exception: social landlords
  • s.72E Fourth exception: project finance
  • s.72F Fifth exception: financial market
  • s.72C Second exception: public-private partnership
  • s.72DA Exception in respect of urban regeneration projects
  • s.76 Liability of past directors and shareholders.
  • s.114 No liquidator appointed or nominated by company.
  • s.124A Petition for winding up on grounds of public interest.
  • s.125 Powers of court on hearing of petition.
  • s.140 Appointment by the court following administration or voluntary arrangement.
  • s.141 Liquidation committee (England and Wales).
  • s.176ZB Application of proceeds of office-holder claims
  • s.184 Duties of officers charged with execution of writs and other processes (England and Wales).
  • s.190 Documents exempt from stamp duty.
  • s.205 Dissolution otherwise than under ss. 202-204.
  • s.221 Winding up of unregistered companies.
  • ... and 24 more exemptions

Official guidance

Authoritative sources from regulators explaining this legislation.