A company is a separate legal entity to a person, even if the person was a director of the company.[1]
A director or a person is not liable for the company's debts[2] unless the person or director signed a compliant personal guarantee contract,[3] or the company is limited by guarantee and the person is a member.[4]
When a company is wound-up, it is dissolved and ceases to exist as a legal entity. The bailiff is unable to recover debts owed by the dissolved company because its remaining assets pass to the crown, or in some cases, the Duke of Cornwall or the Duchy of Lancaster.[5]
If bailiffs take control of goods for a debt owed by a wound-up company, the owner of the goods may make a claim to controlled goods.[6] and apply for costs,[7] or if self-representing, their litigant-in-person costs and expenses.[8]
When bailiffs take money from anyone not liable for the wound-up company's debt, they may recover that money by making a claim in the county court[9] against the bailiff personally.[10]
[1] Section 1 of the Companies Act 2006
[2] See: Unenforceable Personal Guarantees
[3] Section 232 of the Companies Act 2006
[4] Section 11(3) of the Companies Act 2006
[5] Section 1012 of the Companies Act 2006
[6] Civil Procedure Rule 85.6
[7] Civil Procedure Rule 44.2
[8] Civil Procedure Rule 46.5
[9] Civil Procedure Rule 27
[10] See: Definition of Enforcement Agent
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