[2025] EWCA Civ 1137

The central issue in this (second) appeal is whether a “dedicated fund” of a Luxembourg specialised investment company is an unregistered company within the meaning of section 220 and hence capable of being wound up by the Court under section 221 of the Insolvency Act 1986 (the “1986 Act”).

Sections 220 and 221 of the 1986 Act provide, so far as relevant,

“220.

Meaning of “unregistered company”

For the purposes of this Part “unregistered company” includes any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.

221.

Winding up of unregistered companies

(1)

Subject to the provisions of this Part, any unregistered company may be wound up under this Act; and all the provisions … of this Act about winding up apply to an unregistered company with the exceptions and additions mentioned in the following subsections.

…

(5)

The circumstances in which an unregistered company may be wound up are as follows -

(a)

if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs; …”

In a comprehensive reserved judgment at first instance, Deputy ICC Judge Kyriakides held that the “dedicated fund” in question, the KMG SICAV-SIF-GB Strategic Land Fund (the “Sub-Fund”), was not an unregistered company capable of being wound up under the 1986 Act: see [2024] EWHC 1069 (Ch). She therefore dismissed the petition presented by East Riding of Yorkshire Council (the “Council”), which had claimed to be a contingent creditor of the Sub-Fund. That decision was upheld on appeal by Richard Smith J: see [2024] EWHC 2845 (Ch), [2025] Bus LR 1214, [2025] BCC 249.

For the reasons set out below, I also consider that the Sub-Fund is not an unregistered company within the meaning of the 1986 Act, and I would dismiss the appeal.