Winding-up jurisdiction over an unregistered foreign company turned on substantial business presence in England, not a formally established office.

A foreign unregistered company that carried on recurring and substantial business in England through visiting directors could be wound up under section 338 of the Companies Act 1929 even without a formally established office there. The court distinguished the wording of section 338 from section 343, holding that the winding-up jurisdiction was not limited to companies with an established place of business in the narrower statutory sense. On the facts, the company had in fact maintained a place of business in England and was carrying on business for the purposes of the winding-up provisions, so jurisdiction existed and the winding-up petition was granted.

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Issues: Whether a foreign unregistered company that had carried on substantial business in England through its directors and had ceased business there could be wound up under section 338 of the Companies Act, 1929, and whether the absence of a formally established office in England deprived the Court of jurisdiction.

Analysis: The company had carried on recurring and substantial business activities in England for many years through visiting directors who negotiated contracts, placed orders, and operated bank accounts from a hotel used as the regular place of business during their visits. The Court held that section 338 was not confined to companies having an established place of business within the meaning of section 343, because the legislature used different language and did not impose that limitation. On the facts, the company had a place of business in England and was carrying on business within the meaning of the winding-up provisions. The earlier authorities cited did not require a different result on the facts proved, and subsection (2) did not alter the position.

Conclusion: Jurisdiction existed to wind up the company as an unregistered company, and the petition for winding up was granted.

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