Re Peveril Gold Mines Ltd
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''Re Peveril Gold Mines Ltd''
898 __NOTOC__ Year 898 ( DCCCXCVIII) was a common year starting on Sunday (link will display the full calendar) of the Julian calendar. Events By place Europe * January 1 – King Odo I (or Eudes) dies at La Fère (Northern France) af ...
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UK insolvency law United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the ...
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 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 1986c 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 and ...
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.


See also

*
UK insolvency law United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the ...


Notes

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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