477. Fraudlent trading
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(1) If in the course of the winding-up of a company it appears that any business of the company has been carried on—
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(a) with intent to defraud creditors of the company or the creditors of any other person or for any fraudulent purpose;
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(b) with reckless disregard of the company's obligation to pay its debts and liabilities; or
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(c) with reckless disregard of the insufficiency of the company's assets to satisfy its debts and liabilities,
the court, on the application of the Official Receiver or the liquidator or any creditor or contributory of the company may, if it thinks proper to do so, declare that any of the officers whether past or present, of the company or any other persons who were knowingly parties to the carrying on of the business in that manner are personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company, as far as the court may direct.
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(2) Where the court makes any declaration referred to in subsection (1) it may give such further directions as it thinks proper for the purpose of giving effect to that declaration, and in particular may make any provision for making the liability of a person under the declaration a charge on any debt or obligation due from the company to him or her, or on any mortgage or charge or any interest in any mortgage or charge, on any assets of the company held by or vested in him or her, or any company or persons on his or her behalf or any person claiming as assignee from or through the person liable to any person acting on his or her behalf, and may make such further order as may be necessary for the purpose of enforcing any charge imposed under this subsection.
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(3) For the purposes of subsection (2), “assignee” includes any person to whom or in whose favour, by the directions of the person liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created, but does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.
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(4) Where any business of a company is carried on with such intent or for such purpose as is mentioned in subsection (1), every person who was knowingly a party to the carrying on of the business in that manner commits an offence.
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(5) The provisions of this section have effect although the person concerned may be criminally liable in respect of the matters on the ground of which the declaration is to be made, and where the declaration under subsection (1) is made in the case of a winding-up, the declaration is deemed to be a final judgment within the meaning of Title IX of the Commercial Code.