Foreign corporation dissolution prevents suit in England where domestic law has extinguished its legal personality.

A foreign corporation dissolved under the law of its country of incorporation ceases to exist for all purposes, so an English court cannot permit proceedings to continue in its name once non-existence is shown. The court applies its own lex fori to determine whether the claimant has legal personality to sue, and if the plaintiff has been destroyed by its domestic law, the action cannot be maintained. The court noted that difficulties concerning branch assets might be addressed through winding up of the foreign company under section 338 of the Companies Act, 1929, which contemplated winding up a foreign company that had ceased to exist under its own law. The action was stayed.

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Issues: Whether an action could be maintained in the name of a foreign corporation after its dissolution under the law of its country of incorporation.

Analysis: The foreign bank had been dissolved under Russian law, and the Court held that an artificial person created by the law of its country of origin ceases to exist everywhere when that law destroys it. An English court must apply its own lex fori to determine whether such a plaintiff can sue, and once the court is informed that the plaintiff is non-existent it cannot allow the action to proceed. The difficulties arising from dealings with the branch assets were noted, but the Court observed that those matters could be regularised, if necessary, through winding up under section 338 of the Companies Act, 1929, which contemplated winding up a foreign company that had ceased to exist under its own law.

Conclusion: The action could not be maintained in the name of the dissolved corporation, and it was stayed.

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