Paragraph 84 pulls the plug on Fetch.ai administration

The High Court has held that the administration of the UK administrative arm of the Fetch.ai cryptocurrency and artificial intelligence platform came to an automatic end upon registration of a paragraph 84 notice at Companies House, even though the Court appointed replacement administrators and extended the administration in the interim. Chief Insolvency and Companies Court Judge Briggs ruled that paragraph 84(4) of Schedule B1 to the Insolvency Act 1986 operates as a self-executing termination of office on registration, leaving no continuing administration for the Court to supervise.

The decision arose out of the administration of FAI Realisations 2024 Limited, which entered administration in January 2024 following a significant adverse court judgment and the withdrawal of shareholder funding. Its joint administrators conducted an accelerated marketing process. The best offer was put forward by Assembl.ai Limited, a connected party owned by founder Humayun Munir Sheikh, with joint administrators completing a pre-pack sale of the business and assets to a connected party on the day of appointment for £1.27 million.

Wonop ApS, a judgment creditor owed approximately US$746,000 plus interest and costs, applied to remove the joint administrators and replace them with new office-holders. The creditor sought to challenge the pre-pack sale price, structure, and the administrators’ conduct. On Friday 16 January 2026 the joint administrators received the application for their removal by e-mail. On Tuesday 20 January 2026 the joint administrators filed a notice under paragraph 84 stating that the company had no property permitting a distribution to creditors and that the administration should move to dissolution. The joint administrators informed Wonop of the notice prior to the hearing for their removal on 21 January 2026. At the hearing, the Court granted interim relief pending a further hearing replacing the administrators and extending the administration to 19 March 2026. Registration of the notice was made by Companies House on 26 January 2026.

The central question for the Court was whether, notwithstanding the interim orders, the administration had already come to an end by operation of paragraph 84(4).

Paragraph 84 provides that where an administrator considers there is no property available for distribution, a notice may be filed with the Registrar. On registration of that notice, the appointment of the administrator “shall cease to have effect.” Wonop argued that Parliament cannot have intended the filing of such a notice to undermine a pending removal application under paragraph 95, particularly where the Court had already ordered replacement and extension.

The Court rejected that construction. Applying established principles of statutory interpretation, including the purposive and contextual approach endorsed by the Supreme Court, Judge Briggs held that the statutory language is clear. Paragraph 84(4) is intended to operate automatically upon registration. By contrast, paragraph 95 addresses only the identity of the office-holder and presupposes that an administration continues to exist.

The Court emphasised that the Enterprise Act 2002 reforms were designed to streamline administration and provide predictable exit routes. Paragraph 84 offers a swift and inexpensive mechanism where no distribution is possible. Introducing a distinction based on whether replacement administrators had been appointed would undermine certainty and complicate what Parliament intended to be a straightforward, self-executing process.

The Court distinguished earlier authorities concerning paragraph 83 conversions to creditors’ voluntary liquidation but accepted that the reasoning in those cases reinforced the significance of registration as the operative trigger. The short interval between filing and registration, coupled with the Registrar’s checking function, formed part of the legislative design. Once registration occurred on 26 January 2026, the administrators’ appointment ceased by operation of law.

Judge Briggs also noted that the earlier interim order had been made without argument on the effect of paragraph 84 and could not be read as disapplying its operation. There was no basis to conclude that the Court had intended to override the statutory mechanism, even if that were possible.

Read the decision here.

Professionals involved:

• Nathan Webb of Forum Chambers (instructed by Howes Percival) acted for Wonop ApS

• Ben Woodthorpe and Simon Jagger of S&W Partners (formerly of ReSolve Advisory) were the joint administrators