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In compulsory winding up, a creditor asks the High Court to wind up the affairs of an insolvent limited company. This legal process ends with the company's removal from the Companies House register - effectively ceasing to exist.

Once the order has been made the High Court appoints the Official Receiver (OR) as liquidator. The Official Receiver works for the Insolvency Service and finds out how and why an individual became bankrupt or a company went into compulsory liquidation.

The OR interviews the directors and informs the creditors of the liquidation. If the OR believes the company has enough assets for something to be paid to its creditors the OR will seek the appointment of an insolvency practitioner as liquidator - either by calling a creditors' meeting for the creditors to vote for the liquidator or by asking the Department for the Economy (DfE) to appoint one. If there are no assets the OR will remain liquidator.

Compulsory winding up involves the following:

• all the company's contracts - including employee contracts - are completed, transferred or ended
• the company ceases to do business
• outstanding legal disputes are settled
• all of the company's assets are sold
• any money owed to the company is collected
• any funds are distributed to creditors
• surplus funds - after the repayment of all debts - and share capital can be distributed to shareholders

For more information, see insolvency.

Sources of advice

If you are a creditor, it can be expensive to request a compulsory winding-up order, so you should get specialist legal and financial advice before petitioning the Court. Other sources of advice include:

• Citizens Advice Northern Ireland
• solicitors
• accountants
• authorised insolvency practitioners
• financial advisers
• debt advice centres

You will need to instruct a solicitor to handle the winding-up petition. A winding-up petition is heard in the High Court. The High Court may award costs against you if it considers that you have brought the petition inappropriately - eg the company disputes the debt between you.

If you are owed money by a company that cannot or will not pay it back, you can apply to the Court for a winding-up order. As part of your petition, you will need to prove to the Court that the company cannot pay its debts.

It can be proved that a company cannot pay its debts if:

• a creditor owed over 拢750 serves the company with a 'statutory demand' - form 4.01 - which the company does not comply with within three weeks
• a creditor obtains judgment against the company and execution is unsatisfied (there are not enough assets or funds to clear the debt)
• the company cannot pay its debts when they are due
• the company's total debts exceed its total assets

Obtaining a judgment

A creditor obtains judgment against the company, it is lodged for enforcement with the Enforcement of Judgments Office and a certificate of unenforceability is issued under Article 19 of the Judgments Enforcement (Northern Ireland) Order 1981.

You must apply to the court if you want to issue a claim for judgment yourself.

Presenting your winding-up petition to the High Court

Winding-up petitions are presented in the Northern Ireland High Court in Belfast.

To contact the High Court, write to:

Northern Ireland High Court
Royal Courts of Justice
Chichester Street
Belfast

Alternatively, you can contact the Northern Ireland Courts and Tribunals Service Enquiry Line on Tel 0300 200 7812.

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To apply for a compulsory winding-up order against a company, you must pay a deposit to the Department for the Economy (DfE) and you must complete a winding-up petition form 4.02 along with an affidavit (form 4.03) verifying matters giving rise to the petition.

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Companies House

You will need details of the company to complete the petition. You can search for company information using the WebCHeck service at Companies House. See find company information using Companies House services.

You can also get company details by calling the Companies House Contact Centre on Tel 0303 1234 500. You may, however, have to pay for some of the information you require.

Grounds for your winding-up petition

The petition will ask you to give your grounds for applying for a winding-up order, as well as other relevant information:

• where you have written a letter to the company to ask for your money, you should say what the debt was owed for, the amount you asked for in the letter and the date of the letter
• if you sent an invoice that was not paid, you should say what the debt was for, the amount you requested, and the date of the invoice
• if you are giving details of a certificate of unenforceability, you should include the date of the judgment, the High Court information and the case number
• if you sent a statutory demand for your money, you should give details of the amount you demanded, the date it was served on the registered office, and proof that at least three weeks have passed since it was served

Your grounds for petitioning should always include a statement that the company has not paid the debt, or an agreed proportion of it. You should also say if the company has been struck off, and give the date.

European Community Regulation on insolvency proceedings

In your winding-up petition, you must say whether or not the European Community (EC) Regulation on insolvency proceedings 2000 applies. There are three types of proceedings: 'main', 'secondary' and 'territorial':

• Main proceedings - can be opened only in a European Union member state where the debtor company has its 'centre of main interests'.
• Secondary proceedings - can be opened in a member state where the debtor company has an establishment. Secondary proceedings apply only to assets located in that state.
• Territorial proceedings - can be opened before main proceedings, but only by creditors of a company's establishment in the same country. These proceedings can also be used where main proceedings cannot be opened because the company has its main interests in a country with laws which disallow it.

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If the company is registered in Northern Ireland and mainly carries out business in Northern Ireland, the EC Regulation will apply and the proceedings will be main proceedings. In other circumstances you should seek more legal advice.

When you have completed your winding-up petition you must present it to the Court. You do this by sending these documents:

• the original winding-up petition
• three copies of the petition - or four if the company has been dissolved
• the original affidavit
• receipt of deposit for 拢1165 paid to the Department for the Economy (DfE)
• a Court fee of 拢186

You will also be responsible for the costs involved in advertising the petition in the Belfast Gazette, using a process server for the service of a statutory demand and the petition and any costs for instructing a solicitor.

If the Court is satisfied with your petition and the other documents, it will seal the petition and all copies, and send copies back to you. These will be marked or endorsed with the date and time they were filed, as well as the date and venue of the Court hearing.

Serving the petition on the debtor company

After the High Court has returned the sealed copies of the petition containing the date and time it was filed and the date and venue of the hearing, you must serve it on the company that owes you money. The petition must be served at the company's registered address - as shown on the public Register held by Companies House - either by you or by a process server company.

To find out more about process servers, see statutory demands.

You can serve a petition at the debtor company's registered office by handing it to:

• someone who acknowledges themselves as a director, officer or employee of the company
• a person authorised to accept service on the company's behalf
• a person who - in the server's opinion - is a director, officer or other employee of the company

If you or your agent cannot find a suitable person at the registered offices, the petition can be served by:

• placing it in a letter box
• placing it on a table, desk, chair, the floor or a radiator
• placing it on a receptionist's desk

After serving the petition

Immediately after service of the petition, the petitioner must file an affidavit at Court, verifying the service of the petition (Form 4.04/4.05).

The certificate of service must be sufficient to identify the petition served and must specify:

• the name and registered number of the company
• the address of the registered office of the company
• the name of the petitioner
• the Court in which the petition was filed and the Court reference number
• the date of the petition
• whether the copy served was a sealed copy
• the date on which service was effected
• the manner in which service was effected

If you cannot serve the petition by any of the methods listed above, you will need to apply to the High Court for permission to use another route, eg posting it to a director's last-known address. If you do this, you must attach a sealed copy of the order for substituted service to the certificate of service.

Where the company has been dissolved, you must serve the extra copy of the petition to the Crown Solicitor for Northern Ireland. This will enable you to apply for it to be restored to the Register.

After you have served a winding-up petition on a company that owes you money, you must complete forms to:

• provide the High Court with evidence that the petition has been served
• notify specified parties
• advertise the petition in the Belfast Gazette
• certify compliance with the winding-up petition procedures

Providing evidence of service (form 4.04/4.05)

Immediately after service of the petition, the petitioner must file an affidavit at the High Court, verifying the service of the petition (Form 4.04/4.05). For details of what this must show see steps to serve a winding-up petition.

Other people you should notify of a winding-up petition being served

Special arrangements apply if the company to which you have served a winding-up petition is:

• in voluntary liquidation
• in administrative receivership
• subject to an administration order or voluntary arrangement

If you discover that any of these arrangements are in place, you must send a copy of the petition on the next working day after service to the:

• liquidator
• administrative receiver
• administrator
• supervisor

For more information read company liquidation.

Advertising your petition (form 4.06)

Your petition must be advertised in the Belfast Gazette, at least seven working days after it was served and not later than seven working days before the winding-up hearing. The Gazette is monitored by banks and other financial institutions, which are obliged to freeze the accounts of companies listed, in case they worsen creditors' positions by disposing of assets before the hearing.

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Certificate of compliance (form 4.07)

At least five working days before the hearing, you must file a certificate of compliance with the court . This is a declaration that you have followed all the relevant procedures correctly, and must be accompanied by a copy of the full page of the Belfast Gazette containing the advert for your petition.

List of persons attending hearing

On the day before the winding-up hearing, you will need to send the Court a list of people who intend to appear. You can do this by completing form 4.10 'List of Persons Intending to Appear on the Hearing of the Petition'.

Withdrawing your petition

You can withdraw your petition if the company concerned pays their debt to you, or for another reason. However, once a petition has been issued, the winding-up hearing will still go ahead in the Court.

Contact the Court staff to find out the procedure for withdrawing your petition.

A winding-up hearing takes place if a Court decides to accept a winding-up petition from a creditor. If the Court finds that the company is unable to pay its debts or meet its liabilities, it can order it to go into compulsory liquidation.

All winding-up hearings take place in the High Court.

Hearings in the High Court

Your hearing will take place on the date marked - or endorsed - on the petition and copies returned to you by the Court.

For more information, see steps to serve a winding-up petition.

Hearings are presided over by the Master. You can appear in person or instruct a solicitor or barrister. Company creditors can be represented by one of their employees, if they choose, but must get the High Court's permission first.

The High Court will usually hear a large number of petitions on the same day as yours, and the time it begins may vary. You can confirm the time your hearing will begin by calling the Northern Ireland Courts and Tribunals Service Enquiry Line on Tel 0300 200 7812, the day before it is due to take place.

On the day, try to arrive at the High Court at least half an hour before the proceedings begin to give yourself time to familiarise yourself with the building's layout. The Court's officials will tell you which room to go to and you should ensure you are there before your slot begins.

During the hearing, the High Court can then:

• make a winding-up order if your papers are in order
• dismiss the petition, eg if the company has paid its debt to you or you have come to an agreement
• adjourn the hearing if you have not been able to complete the documentation according to the Court's procedures or if you are still in negotiations with the company
• make an interim order
• make any other order it thinks fit

To find out more about the rules for completing your documentation, see completing a winding-up petition.

After considering the evidence, the High Court will decide whether or not to grant the order, and how costs should be awarded. If the order is granted, the registrar will appoint the Official Receiver to supervise the company's liquidation.

If the High Court makes an order to wind up a company it means that the company has gone into compulsory liquidation.

The High court will appoint the Official Receiver (OR) to act as liquidator for the company. The OR's duties are to:

• forward to the Registrar of Companies a copy of the order
• ensure that the winding-up order is advertised in the Belfast Gazette
• advertise the order in any other way if they feel it is appropriate to do so
• investigate the company's affairs to find out why it failed

The OR will also report to creditors on the company's assets and liabilities and tell them the likelihood of them being repaid any of their money. The OR also has a duty to investigate the causes of the failure of the company and the conduct of the directors. Where there are assets they may call a meeting of creditors, or ask the Department for Economy to appoint an insolvency practitioner (IP) to sell the assets and pay creditors. 

Duties of company directors in liquidation proceedings

During a compulsory liquidation proceeding, the company's directors have the following duties:

• giving information about the company's affairs to the OR
• giving information about the company to any IP
• preserving the company's assets and handing them over to the OR or liquidator

The OR will interview the directors face to face. They will ask for information about the company's accounts, cashflow, assets and liabilities, and anything else affecting its ability to trade.

Directors can make a statement of truth about their conduct, which is admissible as evidence. The OR can also take into account statements of truth made by creditors, other company officials or employees, or third parties such as accountants.

The directors have a duty to ensure that the company's assets have not been disposed of. They must also give the OR or liquidator any management accounts, company books and records, insurance policies and bank statements relating to assets held.

For more information, see company liquidation.

Stays, rescissions and appeals

Even after an order has been made, the winding-up procedure can be stayed or rescinded, or the company can appeal against it. Applications for a permanent or temporary stay can be made by the liquidator, the OR or any creditor. If the High Court grants a permanent stay, the directors will usually regain control of the company.

The High Court can also rescind, or cancel, an order at the request of the OR, the liquidator or creditors. A rescission can be granted if it can be shown, for example, that the High Court did not have all the relevant facts when it was considering the order. Applications must be made within seven days of the order, unless the High Court gives permission otherwise.

The High Court's staff will tell you how to apply for a stay or rescission.

Period of liquidation

How long it takes to liquidate a company's assets will depend on its size and the complexity of its assets and liabilities. It can take some time for the liquidator to establish the facts concerning these, and to translate them into funds for release to creditors. 

When the liquidation is complete following a final meeting, the liquidator will give notice to the High Court that winding up is complete and will be released from office. Three months from the date of the notice from the liquidator or OR, the company will be dissolved, unless a request for a deferral has been made. The company is then removed from the public Register at Companies House and ceases to exist.

There are several organisations that can provide detailed information about winding up a company that owes you money.

The Insolvency Service

The Insolvency Service is a branch within the Department for the Economy (DfE) that is responsible for insolvency issues in Northern Ireland. This includes investigating the financial affairs of individuals who become bankrupt and failed companies in compulsory liquidation to find out how and why they became insolvent.

Where there is evidence of misconduct they may take action which can result in bankrupts receiving extended restrictions and directors being disqualified, both for periods of up to 15 years.

Read DfE's .

Institute of Directors

The Institute of Directors (IoD) is a membership organisation for business leaders. It has 20,000 members, as well as a large international network.

Read the IoD's factsheet on the .

Companies House

Companies House is responsible for:

• incorporating and dissolving limited companies
• examining and keeping company information delivered under the Companies Act and other legislation
• making this information available to the public

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