Re Greenbank Technology: when a support worker witnesses a solvency declaration, a stay is the best you can get

A company rationalisation that went almost perfectly to plan has ended up in the wrong kind of liquidation because one director made his solvency declaration in front of a support worker over video conference rather than a qualified witness. The High Court's judgement in Re Greenbank Technology Limited (In Liquidation) [2026] EWHC 1466 (Ch) draws a line that anyone advising on members' voluntary liquidations needs to understand clearly.

Greenbank Technology was a shell at the point of winding up. Its assets had been transferred to its parent, its liabilities discharged, its intercompany balances set off, and it was left with £1 on its balance sheet and nothing owed. A solvent liquidation was not just intended — it was the entire point. PricewaterhouseCoopers partners were appointed as liquidators, which would itself have been impermissible in a creditors' voluntary liquidation under the ICAEW Code of Ethics. Everything pointed to a members' voluntary liquidation. And yet the company ended up in a creditors' voluntary liquidation, because the statutory declaration of solvency made by one of its two directors did not comply with the Statutory Declarations Act 1835.

The problem was straightforward. Section 89 of the Insolvency Act 1986 requires directors to make a statutory declaration of solvency before a suitably qualified person — a justice of the peace, a notary public, or another officer authorised to administer an oath. One director, Mr Callison, did this correctly before a notary. The other, Mr Williams, made his declaration via video conference in front of someone who described herself as a support worker. Companies House refused to register the declaration. Under section 90, a winding-up without a valid section 89 declaration is a creditors' voluntary liquidation.

The liquidators applied to the court seeking three alternatives: waiver of the defect under Insolvency Rule 12.64, rescission of the CVL, or an indefinite stay.

ICC Judge Agnello KC refused the first two but granted the third. On waiver, the reasoning is the most important part of the judgement. The applicants argued that a video-link declaration before an unqualified person was analogous to earlier cases where courts had treated technical deficiencies in declarations as capable of being waived. The judge disagreed, drawing a clear distinction between a declaration made via video link before a qualified person — which is a waivable procedural irregularity — and a declaration made before someone with no qualifying status at all. The latter is not a defective declaration; it is not a declaration at all. There is simply a signature with a witness. That is a different thing entirely.

The judge also rejected the argument that the more relaxed approach taken in administration cases — where courts have shown flexibility about formal defects in statutory declarations — should apply equally to section 89. It should not, because section 89 carries criminal sanctions. A director who makes a solvency declaration without reasonable grounds for believing the company can pay its debts faces imprisonment or a fine. That penal regime, the judge concluded, reflects a parliamentary intention that the formalities be observed, not waived.

On rescission, the court found it simply had no jurisdiction. IR 12.59 empowers courts to rescind their own orders; it does not reach voluntary liquidations that arose without a court order.

The stay was granted, on the basis that the court does have jurisdiction over voluntary liquidation proceedings under section 112 read with section 147 — a position confirmed in Thomas v Parkwood Holdings Ltd [2023] and Re Calgary and Edmonton Land Co Ltd [1975]. What happens next for Greenbank is less certain. The judge expressed real doubt about whether a company subject to a stay of its liquidation proceedings can then validly pass a resolution to enter a members' voluntary liquidation. That question was left open.

The practical message is blunt: check who is witnessing the declaration. Qualified witnesses must actually be qualified, and a video call does not make an unqualified person qualified.

Re Greenbank Technology Limited (In Liquidation) [2026] EWHC 1466 (Ch). Judgement of ICC Judge Agnello KC, 16 June 2026.