Administration (company) meaning

When appointing and removing pension trustees: Make sure the authority to appoint or dismiss trustees is always exercised solely for a legitimate and proper purpose. Carefully review the trust deed and rules, confirming that every appointment, removal or retirement of a trustee is carried out strictly in line with those documents. Where a company serves as sole trustee, refer to the company’s articles and ensure directors are appointed, removed or retire strictly in accordance with those provisions. Identify whether any restrictions apply to the appointment or removal of trustees—for example, a minimum or maximum number—and make certain the proposed action does not contravene any such restrictions...

General checklist What follows is a checklist highlighting matters that a solicitor representing a company’s administrator (and, in some pre-appointment cases, the directors/company) disposing of a business and its assets ought to bear in mind when preparing a sale and purchase agreement (the Agreement). This checklist is suitable for both pre-pack scenarios and sales of the business and/or assets completed after administrators are in office. It is not comprehensive and, depending on the nature of the business, numerous additional points may arise. For further detail, see: Sale and Purchase of Assets—overview and Pre-packs—overview. We also, at points, refer to seeking information from the directors. That will not invariably be feasible, eg where the situation is hostile. Accordingly, if the directors are engaged, they should be able to provide the information and will often be best placed to do so; however, where the position is hostile, or if you act solely for the administrators, any enquiries should be directed to the administrators, or at least channelled via them to the...

Administrator appointed by the court Where the court appoints an administrator under paragraph 11 of Schedule B1 to the Insolvency Act 1986 (IA 1986), following an application by the company, its directors and/or one or more creditors, the title deeds should include certified copies of: the administration order; and any further order(s) under IA 1986, Sch B1, paras 91–95 appointing a new administrator after the death, resignation or removal from office of the original or any later administrator Administrator appointed by holder(s) of qualifying charge, the company or its directors Where the administrator is appointed by the holder(s) of a qualifying floating charge (IA 1986, Sch B1, para 14) or by the company or its directors (IA 1986, Sch B1, para 22), the title deeds should include certified copies of: the notice of appointment: in a form complying with IA 1986, Sch B1, para 14 and the Insolvency (England and Wales) Rules...

In this issue: Lending Security Debt capital markets Derivatives Cryptoassets Daily and weekly news alerts New and updated content Useful information Lending Nova Leipzig Sarl v Gravity Fitness Ltd [2025] EWHC 1262 (Comm) An application to the Commercial Court sought a stay on the basis of forum non conveniens. The court held that Gravity Fitness Limited, an English company, had not satisfied its burden on the ‘More Appropriate Forum’ question. The defendant’s reliance on the potential application of German law was insufficient to establish that Germany was a more suitable forum than England, whether viewed from the parties’ interests or the broader interests of justice. Security Brooke Homes (Bicester) Ltd v Portfolio Property Partners Ltd (in administration) [2025] EWHC 1305 (Ch) This dispute examines equitable rights and duties between secured creditors after development land was sold by the first-ranking mortgagee, Desiman. The second-ranking creditor, Brooke Homes, sought an equitable account and pressed...

Restructuring & Insolvency weekly highlights—29 February 2024 In this issue: Restructuring Corporate insolvency processes Insolvency litigation Directors and insolvency Personal insolvency Industry/sector guides for R&I lawyers Daily and weekly news alerts Key dates for R&I professionals Corporate Rescue and Insolvency (February 2024 edition) Latest Q&A Restructuring New Practice Notes—Part 26A restructuring plan deal debriefs The LexisNexis Restructuring & Insolvency practical guidance team have released four fresh Practice Notes within their ‘Restructuring Plan deal debrief’ series: ‘Part 26A restructuring plan deal debrief—The Good Box Labs Co Ltd (in administration)’, ‘Part 26A restructuring plan deal debrief—CFG Investments SAC’, ‘Part 26A restructuring plan deal debrief—ED&F Man Holdings Ltd’ and ‘Part 26A restructuring plan deal debrief—Hong Kong Airlines Ltd’. These Notes consider the key terms of the Part 26A restructuring plan proposed by NGI Systems & Solutions Ltd for the SME, The Good Box Labs Co Ltd (in administration), in 2023. They also examine the...

Restructuring & Insolvency weekly highlights—29 August 2024 In this issue: Corporate insolvency processes Restructuring Personal insolvency Directors and insolvency Daily and weekly news alerts Corporate Rescue and Insolvency (August 2024 edition) New Q&A Corporate insolvency processes Company’s register of members | Conclusive or not for voting rights? (Bland v Keegan) In proceedings relating to JDK Construction Ltd (JDK), the Court of Appeal examined a challenge to the lawfulness of a written resolution appointing joint liquidators, alongside allegations of an unauthorised share transfer form. The Appellant argued her shares in JDK were wrongfully transferred, rendering the liquidators’ appointment invalid. The key question was whether the company’s register of members—recording her shares as transferred—was determinative for validating the members’ resolution. Affirming the decision of His Honour Judge Hodge KC, the Court of Appeal held that the register stands as prima facie evidence of who the members are and of the validity of resolutions passed by them, unless...

This Practice Note sets out the principal tax considerations where creditors move to enforce security over the assets of a distressed company or corporate group. Related Practice Notes in this series address tax issues concerning: acquisitions of distressed debt, and debt restructurings (ie waivers, debt/equity swaps or renegotiations) In addition, Tax and distressed debt—checklist of points to consider distils the main tax points to bear in mind when dealing with distressed debt in general. This Practice Note reviews the enforcement routes open to creditors of troubled businesses and the consequences that may follow. For a detailed look at the loan relationships provisions on debt releases, see: Loan relationships—impairment and debt releases Loan relationships—impairment and debt releases: connected companies Types of enforcement As explained in Practice Note: Tax and distressed debt—debt restructurings, lenders will frequently engage in a restructuring of a distressed group’s debt to help the underlying business continue. Enforcing security over a borrower’s assets...

What is a CVA? A company voluntary arrangement (CVA) is a form of insolvency that permits a company to enter a binding agreement with its creditors to compromise unsecured debts or otherwise agree how its affairs are handled. The directors continue to run the business, under the oversight of an insolvency practitioner. Retailers, particularly those with extensive property portfolios, frequently adopt so‑called ‘landlord CVAs’ to reset rental commitments and shut loss‑making stores. This note outlines how property law and landlord and tenant considerations may emerge under such a CVA. It highlights provisions commonly included in CVAs and explains how they tend to work in practice. Nevertheless, each CVA will vary according to the precise terms proposed. It is therefore vital to examine the CVA proposal carefully to assess its effect on creditors. This note does not provide detailed guidance on the mechanics of approving and implementing a CVA. For Practice Notes addressing the CVA procedure, see: Company voluntary arrangements—an introductory guide The CVA proposal and...

The official receiver (OR) is designated as trustee in bankruptcy (trustee) or as liquidator to manage and investigate every bankruptcy and court-ordered winding up, including those of partnerships. The Secretary of State or the creditors may, in place of the OR, appoint an insolvency practitioner (IP) to act as trustee for personal insolvencies or as liquidator for corporate cases. Under the Insolvency Regulations 1994, SI 1994/2507, as amended (the Regulations), the OR or IP, as appropriate, is obliged to pay into the (ISA) any funds they receive while administering all bankruptcies and compulsory liquidations. Before 1 October 2011, sums from voluntary liquidations could also be lodged in the ISA; now, only unclaimed dividends in a voluntary liquidation may be paid into the ISA. Likewise, unclaimed dividends arising in an administration or an administrative receivership may be paid into the ISA once the company has been dissolved. The Regulations also permit payments out of the ISA for disbursements, expenses and distributions to creditors and, in a liquidation, to contributories, or, in...

FORTHCOMING CHANGE: The government has set out its proposals to apply inheritance tax to unspent pension pots on death, effective from 6 April 2027. For further details, please see News Analysis: HMRC confirms new IHT rules on unused pension funds to apply from 6 April 2027...

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Applicant: [ NAME OF WITNESS ] First witness statement; Dated: [ insert ] — Exhibit: [ XX1 ] — Court ref. no: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE ] Business and Property Courts [ of England and Wales ] [ in [ INSERT LOCATION ] ] [ Company & Insolvency List (ChD) ] Or [ in the County Court at [ INSERT LOCATION ] ] [ Business and Property Courts List ] Or [ in the High Court of Justice ] [ Chancery Division ] In the matter of [ INVESTMENT BANK NAME ]; in the matter of the Investment Bank Special Administration Regulations 2011; and in the matter of the Insolvency Act 1986 WITNESS STATEMENT OF [ WITNESS NAME ] I, [ witness name ], being a director [ and chairperson ] of [ investment bank name ] of [ investment bank address ], state as follows: I serve as [...

In this Q&A, we assume that B’s claim is smaller than A’s. Legal process against the company Under paragraph 43(2) of Schedule B1 to the Insolvency Act 1986 (IA 1986), the moratorium prevents any legal process—covering legal proceedings, execution, distress and diligence—from being started or continued against the company or its property without the administrator’s consent or the court’s permission. This wording is wide enough to encompass any remaining actions or steps that might otherwise be taken against the company or its property. Accordingly, B can only bring an action against A with the approval of the administrator or the leave of the court. The purpose of the moratorium (and the interim moratorium) is to safeguard the company and its assets from creditor action during the company’s administration and the pre-appointment period. It bars any steps, actions or processes from being begun or carried on against the company and its property, save with the administrator’s consent (if one is appointed) or the court’s permission. See Practice...

This Q&A This Q&A explores the steps administrators should take to contest a landlord’s attempt to forfeit a lease by peaceable re-entry, carried out unaware of an interim moratorium triggered by lodging a notice of intention to appoint administrators (NOI). An NOI is to be lodged by the directors or the company in advance of making an out of court appointment pursuant to Schedule B1, paragraph 22, of the Insolvency Act 1986 (IA 1986). This Q&A does not address a case where no NOI has been lodged. Where a company or its directors intend to appoint an administrator via the out of court route, they begin by filing an NOI, which imposes an interim moratorium under IA 1986, Sch B1, paras 44(2), 44(4). After the NOI is placed before the court, notice must also be served on the ‘prescribed persons’, including any party known to have levied distress against the company or its assets (Insolvency (England and Wales) Rules 2016, SI 2016/1024, r 3.23(4); IA 1986, Sch B1, para...

When one company advances funds to another, the contractual provisions govern any restriction on repaying the loan before the ten-year period first contemplated. Should the lending company enter liquidation or administration, that circumstance, by itself, does not alter the contract’s terms. The office-holding insolvency practitioner should nevertheless review the agreement to determine whether it permits earlier repayment, or repayment on alternative terms, if the lending company goes into liquidation or administration. Although that may appear improbable, it remains possible, and the officeholder ought to explore every avenue to secure accelerated repayment of the borrowing. Absent an express clause to the contrary, the insolvency of the lender does not, of itself, accelerate the debt, and timing remains governed by the bargain. It would seem that the office-holding insolvency practitioner holds an appointment that must remain open for at least ten years before the loan can be discharged and a dividend distributed to creditors...