CR-2024-000675 - [2025] EWHC 2069 (Ch)

On this requirement, the Liquidators summarised their position as follows.

The Respondents owed positive statutory and fiduciary duties to safeguard the Company’s assets and not to place themselves in a position where their duties to the Company conflicted with their personal interests. In fact, the Company has been stripped of its assets which have been applied to or for the Respondents, leaving nothing for the creditors. It is noteworthy in this respect that the Respondents did not cause the Company to dispute Theodore’s statutory demand or its winding-up petition. Instead, their response to the demand was to attempt to create the false appearance at Companies House that they had ceased to be directors over a year earlier and that their children’s nanny had been the individual subject to all the duties and responsibilities as sole director of the Company. In a very real sense, the Respondents are culpably responsible for stripping the Company of any assets even to fund an investigation into their conduct. In all the circumstances, it is reasonable to infer that this was deliberate – in an effort to stifle a meaningful liquidation, including any proper investigation of their conduct.

It appears to the liquidators that the Respondents have been at the centre of a web of financial misconduct. There is a real risk of dissipation of assets so that any judgment against the Respondents could go unsatisfied. In such circumstances, the creditors of the Company would be unjustly prejudiced, especially in circumstances where the Respondents have abused the privileges of limited liability in the manner described above.