2026 Outlook: Are UK Liquidators Able To Limit Their Liability?

Comment

In autumn of 2025, the English High Court decided that liquidators have unlimited personal exposure: they cannot contractually limit or exclude their personal liability for breach of duty. An application for permission to appeal that decision is now before the Court of Appeal.

The first instance decision underscored that a liquidator's duty is not to the company, nor any other person. Rather, the nature of a liquidator's duty is that of a trustee under a statutory trust over the company's assets, to be administered in accordance with and for the purposes of the statutory scheme. Thus, it was not possible for the debtor company (whether acting through its directors or shareholder body) to waive the duty or modify a liquidator's responsibilities or liability. In contrast, the liquidator's firm may limit its and its other staff's liability (provided properly drafted and otherwise lawful).