Re Peveril Gold Mines Ltd [1898] 1 Ch 122 is a UK insolvency law case concerning liquidation when a company is unable to repay its debts.

It is, however, possible for a member to make a shareholder agreement and thus contract out of the right to bring a winding up petition outside of the company.

The articles of association of Peveril Gold Mines Ltd said no member should petition for winding up unless two directors had consented or the general meeting had resolved or a petitioner held at least 20% of issued capital.

He said ‘these registered limited companies are incorporated on certain conditions; they continue to exist on certain conditions; and they are liable to be dissolved on certain conditions.’ He pointed to the predecessors of Insolvency Act 1986 sections 122 and sections 124 and said they set out circumstance when a company can be dissolved by the court and who can petition.

[1] I will begin by reading the following passage from the speech of Lord Macnaghten in Welton v Saffery [1897] AC 324: “These companies are the creature of statute, and by the statute to which they owe their being they must be bound in regard to shareholders as well as in regard to creditors in all matters coming within the conditions of the memorandum of association.