''Re Peveril Gold Mines Ltd'' 8981 Ch 122 is a

UK insolvency law United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While Bankruptcy in the United Kingdom, UK bankruptcy law concerns the rules for natural persons, the term ''insolvency'' is generall ...

case concerning liquidation when a company is unable to repay its debts. It held that a member cannot be prevented by a company constitution from bringing a winding up petition. It is, however, possible for a member to make a shareholder agreement and thus contract out of the right to bring a winding up petition outside of the company.

Facts

The

articles of association In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document that, along with the memorandum of association (where applicable), forms the company's constitution. The ...

of Peveril Gold Mines Ltd said no member should petition for winding up unless two directors had consented or the general meeting had resolved or a petitioner held at least 20% of issued capital. A member asked for winding up without satisfying any of these conditions.

Judgment

Lord Lindley MR held that the member was entitled to do so. He said ‘these registered limited companies are incorporated on certain conditions; they continue to exist on certain conditions; and they are liable to be dissolved on certain conditions.’ He pointed to the predecessors of

Insolvency Act 1986 The Insolvency Act 1986 (c. 45) is an act of the Parliament of the United Kingdom that provides the legal platform for all matters relating to personal and corporate insolvency in the UK. History The Insolvency Act 1986 followed the publication ...

sections 122 and sections 124 and said they set out circumstance when a company can be dissolved by the court and who can petition. A member could not be restricted.L Sealy and S Worthington, ''Cases and Materials in Company Law'' (9th edn OUP 2010) 745-746 Chitty LJ and Vaughan Williams LJ concurred.

Notes

{{reflist, 2

References

*L Sealy and S Worthington, ''Cases and Materials in Company Law'' (9th edn OUP 2010) *

R Goode Sir Royston Miles "Roy" Goode (born 6 April 1933) is an academic commercial lawyer in the United Kingdom. He founded the Centre for Commercial Law Studies at Queen Mary, University of London. He was awarded the OBE in 1972 followed by the CBE ...

, ''Principles of Corporate Insolvency Law'' (4th edn Sweet & Maxwell 2011) United Kingdom insolvency case law Court of Appeal (England and Wales) cases 1898 in case law 1898 in British law

Facts

Judgment

See also

Notes

References