[2025] EWCA Civ 1137

On 3 May 2021, the Council presented a winding up petition to the Companies Court for the compulsory winding-up of the Sub-Fund under the 1986 Act (the “Petition”). Permission to serve the Petition out of the jurisdiction was granted and ultimately upheld on appeal by Michael Green J, who also gave permission for the Petition to be amended to allege that although the Sub-Fund did not have separate legal personality, it was an unregistered company which could be wound up pursuant to sections 220 and 221 of the 1986 Act. The grounds on which the Council sought a winding up order were that the Sub-Fund had ceased to carry on business or was carrying on business only for the purpose of winding up its affairs, pursuant to section 221(5)(a) of the 1986 Act.

The Petition continued,

“The [Sub-Fund] has been placed into liquidation by its directors. The [Council] holds 17,110,835 shares which it received in return for an investment of £20,000,000. [The Council] is a contingent creditor since (in accordance with the Luxembourg law relating to open-ended investment companies) it is converted into a creditor in the event that there is a recovery for distribution, for which purpose [the Council] seeks the appointment of a liquidator to investigate and make recovery. The Petitioner has a sufficient interest for the purposes of the ground in section 221(5)(a) of the [1986] Act.”