If you are a creditor of a company (i.e. a company owes you money) and you have done everything you can to get the company to pay the money it owes, it is possible to get it wound up on the grounds that it can’t pay its debts. Clearly, given the severity of the repercussions, this should only be used as a last resort, but in some circumstances, it is necessary to prevent the company from accruing further debts.
To wind up a company you must force it into compulsory liquidation, which is done by presenting a winding up petition to the court. The court will then hear the petition, and if it agrees that the company should be wound up, it will make a winding up order and the company will be liquidated. The assets of the company will be sold and the money raised will be distributed to the company’s creditors.
A winding up petition is most commonly presented by HMRC, but any creditor can petition if it can show the company cannot pay its debts. The usual proof is a statutory demand for more than £750 left unpaid for three weeks. A court judgment whose enforcement has come back unpaid, or other evidence that the company cannot pay its debts as they fall due, also works. The debt must not be genuinely disputed. However, the court fee and petition deposit alone come to £2,952 as at 18 August 2026, before service, advertising and legal costs, so the amount owing is usually significantly higher.
Ensuring all legal requirements are met
Presenting a winding up petition can be done without any assistance, but to make sure all legal requirements are met it is advisable to get assistance from a professional insolvency specialist. If the winding up petition is not presented properly, costs can be awarded against the person presenting the petition (the ‘petitioner’), so it is essential the forms are completed correctly and used only where there is clear evidence of the debt.
The process for presenting a winding up petition
- The first step is to complete the creditor’s winding-up petition, Form Comp 1, verified by a statement of truth (Form Comp 2). If the petition relies on a statutory demand served more than four months earlier, you also need a witness statement explaining the delay. The old Form 4.2 and the requirement for an affidavit belong to the pre-2016 rules and are no longer used. If you file on paper, send the relevant court the petition plus one extra copy for the company and one for each other person who must receive a copy. If you file electronically, one copy is enough. If according to the Companies House register, the company has a ‘paid up’ share capital of more than £120,000, the petition should be sent to the High Court. If the company’s paid up share capital is £120,000 or less, the forms can go to the High Court or to the County Court hearing centre with insolvency jurisdiction for the district of the company’s registered office (court finder). The registered office can be found on the Companies House register. The exception is London: if the registered office has been in the London insolvency district for the longest part of the six months before the petition, the petition must go to the High Court whatever the share capital.
- You must also pay the winding up petition fees, made up of a court fee and a petition deposit (to manage the winding up). These fees may be returned if the company can afford to repay them. This payment should be sent to the ‘HM Courts and Tribunals Service’.
- Once the petition has been filed in court, it will fix the place and date when the petition will be heard. You must then serve (deliver) a copy of the petition, which has been sealed by the court, on the company’s registered office. If no director, officer, employee or authorised person is there, the petition can be left at the registered office where it is likely to be noticed. If service at the registered office is not practicable, the petition can be left at the company’s last known principal place of business in England and Wales, or served on the company secretary, a director, a manager or a principal officer. A copy must also be sent to an insolvency practitioner if the company is undergoing an insolvency procedure.
- The petitioner must then file a certificate of service at court, verified by a statement of truth, giving the details of how and when the petition was served. The petitioner prepares this certificate. The court does not issue one.
- No earlier than seven business days after the petition has been served on the company, and at least seven business days before the hearing date, notice of the petition must be advertised by the petitioner in the London Gazette. Rule 7.10 of the Insolvency (England and Wales) Rules 2016 counts these in business days, so a bank holiday week lengthens both windows.
- At least five business days before the hearing, the petitioner must file a Certificate of Compliance at the court along with a copy of the notice advertised in the Gazette.
- If the company intends to oppose the petition, it must file a witness statement in opposition not less than five business days before the date of the hearing. Affidavits were replaced by witness statements under the Insolvency (England and Wales) Rules 2016.
- The petitioner must prepare a list of the creditors and contributories who have given notice of intention to appear, showing whether each supports or opposes the petition. The petitioner hands a copy to the court on the day of the hearing, before it starts, and adds anyone the court later permits to appear.
- At the petition hearing, the company, its creditors and its shareholders (contributories) may be heard. A creditor or shareholder must first deliver a notice of intention to appear to the petitioner by 4pm on the business day before the hearing, or will need the court’s permission to appear. Directors have no separate right to be heard as directors. They take part on the company’s behalf, unless they are also creditors or shareholders and appear in that capacity.
- Once all the evidence has been heard, the court will then decide to:
- Adjourn the hearing, with or without conditions
- Dismiss the petition
- Make a winding up order
- Make an interim order
- Make any other order it sees fit
Need Advice?
If you’ve received a winding up petition or are being threatened with one, you should seek advice as soon as possible. At AABRS® , we have significant experience with dealing with insolvent companies and can advise you about the possible steps that you can take. Call 0208 444 3400 for an initial telephone discussion.