Restructuring and Insolvency

Lefteris Kallou
July 2025

The Lawrence Stephens Restructuring and Insolvency team, represented by Associate Lefteris Kallou, have succeeded in making an application to rescind a winding-up order. This is a relatively rare order granted only in exceptional circumstances, and which is the subject of very few reported cases in England and Wales.

The order, made under Rule 12.59 and Schedule 5(3) of the Insolvency (England and Wales) Rules 2016, enabled our client (shareholder of the company) to regain control of his company from the Official Receiver and resume trading, thereby minimising the company’s exposure.

This matter involved several significant challenges:

Out-of-time application: We were instructed outside the strict five-business-day time limit for rescission applications. We successfully argued that exceptional circumstances justified the court exercising its discretion to allow the application to proceed.

Evidencing solvency post-winding-up: Despite a winding-up order having already been made, it was crucial to demonstrate that the company remained fundamentally solvent. We worked closely with the client to assess the company’s financials, debtor lists, and trading impact. We presented robust evidence, including up-to-date financial statements and management accounts, confirming the company’s ability to meet its debts.

Full discharge of unsecured creditors: A key condition was full repayment of the company’s unsecured creditors. In this case, all trade creditors had been discharged in advance of the hearing. The remaining creditor, HMRC (the petitioning creditor), had not confirmed up-to-date figures or bank details prior to the hearing. To provide the court with the necessary comfort, the client transferred £1.2 million into our client account to adequately cover the company’s HMRC liability. This allowed us to provide a solicitor’s undertaking to make full payment immediately upon HMRC’s confirmation.

Rare neutrality from the Official Receiver: Typically, where the petitioning creditor has not yet been paid (or where the petitioning creditor’s involvement has been limited), the Official Receiver will oppose rescission. In this case, however, the Official Receiver took the unusual step of remaining neutral – a significant factor in the court’s decision to grant the order.

Preventing receiver appointment by secured creditor: We engaged with Barclays, the secured creditor, to negotiate a temporary standstill pending the outcome of our client’s application. The delay in enforcement action prevented significant costs being incurred whilst preserving the company’s position during the interim.

Commenting on the case, Lefteris Kallou said “This matter presented a unique combination of procedural, evidential, and strategic challenges over a very short period of time. The court’s decision reflects both the strength of our client’s position and the structured approach we took in presenting it”.

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