Key point

An English winding up does not cease to have effect when an overseas company is dissolved under the law of its state of incorporation.

The facts

Agrenco Madeira – Comercio Internacional LDA (the "Company") was incorporated under the laws of Portugal in March 2004. The Company presented a winding up petition in England in August 2009. Its centre of main interests was in Brazil and therefore the EC Regulation on Insolvency Proceedings did not apply. The Company was wound up in England as an unregistered company in October 2009.

The winding up was not complete as there were significant assets yet to be realised. The liquidators estimated they would need a further one to two years to complete the liquidation.

In February 2014, the Madeiran Offshore Registry initiated proceedings for the involuntary dissolution and liquidation of the Company. The liquidators sought relief that the winding up would survive dissolution in Portugal and that they still had authority to act.

Decision

The court declared that the winding up of the Company would survive any dissolution of the Company in Portugal and would continue to have effect notwithstanding any such dissolution. Furthermore, the joint liquidators were, and would continue to be, authorised to perform their duties. 

Comments

This judgment has reconfirmed the position on an English court's jurisdiction to uphold liquidations in respect of companies which have been dissolved abroad.

Re Agrenco Madeira – Comercio Internacional LDA Chancery Division 14 April 2014