High Court Clarifies Schedule B1 Route from Administration to CVL for Overseas Companies with UK COMI

In Re Esken Ltd [2026] EWHC 495 (Ch), ICC Judge Burton confirmed that Esken Limited, a Guernsey‑incorporated company, validly entered CVL pursuant to paragraph 83 of Schedule B1 to the Insolvency Act 1986 (“the Act”), notwithstanding the apparent restrictions in section 221(4) of the Act relating to unregistered companies. 

Background

Esken Limited was incorporated in Guernsey but carried on its main operations in England. On 21 March 2024, its directors appointed administrators in England under paragraph 22 of Schedule B1, relying on the fact that Esken’s COMI was in England. The administrators subsequently realised almost all of the company’s assets and concluded that the appropriate exit from administration was conversion into CVL, in part to enable the disclaimer of a leasehold interest with potential environmental liabilities. 

On 17 March 2025, the administrators filed a notice under paragraph 83 of Schedule B1, which was registered on 21 March 2025, to move the company from administration to CVL.

The joint liquidators then applied under rule 21.4 of the Insolvency (England and Wales) Rules 2016 (“the Rules”) for an order confirming the CVL for the purposes of the retained EU Insolvency Regulation. 

The legal issue

The application raised a technical but significant point. Section 221(4) of the Act provides that an “unregistered company” may not be wound up voluntarily except in accordance with the EU Regulation. 

The question for the court was how that provision should be reconciled with the statutory mechanism in paragraph 83 of Schedule B1 to the Act, which allows a company to move directly from administration into CVL, where the company is incorporated overseas but has its COMI in the UK. 

The decision

ICC Judge Burton held that Esken Limited had validly entered CVL on registration of the paragraph 83 notice. ICC Judge Burton placed significant weight on the statutory definition of “company” in paragraph 111 of Schedule B1 to the Act, which expressly includes a company not incorporated in an EEA state but having its COMI in the United Kingdom. Applying that definition, paragraph 83 of Schedule B1 to the Act clearly permits such a company to transition from administration into CVL. 

ICC Judge Burton held that section 221(4) of the Act did not prevent this outcome. Part V of the Act, concerns court ordered winding‑up and did not overlap with or restrict the operation of Schedule B1 to the Act. 

Having concluded that the CVL was validly commenced, ICC Judge Burton was satisfied that the requirements of rule 21.4 of the Rules had been met. 

Practical significance

This decision will be welcomed by administrators dealing with cross‑border group structures. It confirms that an overseas company with COMI in England can rely on the paragraph 83 of Schedule B1 to the Act route to exit administration into CVL, without being obstructed by the provisions governing unregistered companies in Part V of the Act. 

Whilst ICC Judge Burton acknowledged that broader questions may remain about the interaction between voluntary liquidations and the retained EU Insolvency Regulation in other contexts, the case provides helpful certainty for administrators seeking an efficient and pragmatic conclusion to an administration involving overseas entities with a UK COMI. 

"By confirming that Part V of the Act does not cut across the Schedule B1 administration regime, the court has removed a potential technical obstacle that could otherwise have disrupted well‑established exit routes from administration for an overseas company with its COMI in England. This is a sensible and pragmatic outcome for office‑holders and creditors alike.” Katie Molloy, Partner, Irwin Mitchell