Administration - Date of registration of (Form 2.34B) notice

In the matter of Globespan Airways Limited (Formerly in Administration and now in Liquidation); In the matter of the Insolvency Act 1986: Chancery Division, Manchester District Registry (Mr Justice Briggs): 24 February 2012

The Companies Act 2006 provides, so far as material: ‘1072(1) A document delivered to the registrar is not properly delivered unless all the following requirements are met: (a) The requirements of the provision under which the document is to be delivered to the registrar as regards - (i) The contents of the document; (ii) Form, authentication and manner of delivery;… 1073(1) The registrar may accept (and register) a document that does not comply with the requirements of proper delivery.’

The company was placed in administration by court order with effect from 17 December 2009. No order for an extension having been sought, on 13 December 2010, the three joint administrators signed a notice (the first notice) in the form prescribed by paragraph 83 of schedule B1 to the Insolvency Act 1986 (the 1986 act) (Form 2.34B) giving notice that paragraph 83(1) was to apply, and it proposed that two of the three administrators should be liquidators of the company. That notice was then hand-delivered to the registrar on 14 December, and was stamped as received on that date.

The guidance notes for Form 2.34B required the administrators to provide their full names and addresses at sections (a) and (e). The full names and addresses of all three administrators were provided at section (a) but only the names of two of the administrators were proposed as liquidators at section (e) and their addresses were not repeated there. On 16 December 2010, the registrar rejected the first notice on the grounds that it was incomplete. A second notice filed on 6 January 2011 was erroneously rejected by the registrar on the grounds that there was no record of the company being in administration. A third notice dated 6 January was prepared and was received by the registrar on 19 January, but only registered on 4 February 2011.

Companies House showed that latter date as the date the administration ended and the voluntary liquidation began. The registrar maintained that the omission of the proposed liquidators’ addresses in section (e) of the first notice meant it was not delivered at all. The former administrators applied to court seeking determination of certain issues arising from the interpretation and application of paragraph 83 of schedule B1 to the 1986 act.

The issues were: (i) whether the omission of the repetition of the proposed liquidators’ addresses meant that the notice was not delivered at all; and (ii) what the registrar should have done on receipt of the notice on 14 December. The administrators submitted that: (i) regardless of when the administrative steps were completed, paragraph 83(4) of schedule B1 to the 1986 act should be interpreted as having required registration from the date of receipt; (ii) if the date of registration could not be earlier than the date when the administrative process was completed then paragraph 83(6) should be treated as having extended the term of appointment of the administrators, even if it would already have ended; and (iii) the registrar could be compelled to do anything necessary to put the matter right. Consideration was given to the Land Registration Act 2002 (the 2002 act) and rule 20(1) of the Land Registration Rules 2003, SI 2003/1417 (the Rules). The application would be allowed.

Paragraph 83(4) of schedule B1 to the 1986 act should be interpreted as requiring registration with effect from the day of receipt, so that the phrases in paragraph 83(6) ‘on the registration of a notice’ and ‘on the day on which the notice is registered’ were treated as references to the effective date of registration, namely the date of receipt of the notice (see [24] of the judgment). Interpreting paragraph 83 of schedule B1 to the 1986 act as requiring registration with effect from the day of receipt gave full effect to parliament’s intention that registration should take effect on receipt of a paragraph 83 notice by the registrar as provided in paragraph 83(4).

It afforded to any member of the public a precise record of the date when the company’s voluntary liquidation commenced. The same effect was achieved in the analogous context of land registration by the combined effect of section 74 of the 2002 act and rule 20(1) of the Rules, which provided that the registration of a disposition took effect from the date when the application for it reached the Land Registry, rather than from the later date when the administrative formalities of registration were completed.

In the instant case, the state of the registered entries, which wrongly purported to show a seamless transition from administration to liquidation on 4 February 2011, was one which was at least capable of causing harm to the orderly winding up of the company's affairs. Accordingly, it would be ordered that those entries should be removed and that the first notice ought to be registered with effect from 14 December 2010. E Squared Ltd, Re; Re Sussex Pharmaceutical Ltd [2006] 3 All ER 779 considered.