Company’s powers meaning

Checklist and timeline This concise checklist and timeline is prepared on the footing that proceedings are brought under sections 238 and/or 239 of the Insolvency Act 1986 (IA 1986) by an administrator or liquidator, and not by any assignee of the claim. Step/action: Review the events leading to the company’s insolvency and the factors underpinning the claim(s) against the respondent(s) (typically the recipients of the relevant payments/transactions). This involves securing the company’s books and records, accounting data/statements and bank statements, and interviewing directors, former directors, and any person with knowledge of the promotion, formation, business dealings, affairs or property of the company. Note that if the office-holder signals a claim against the respondent(s), they risk losing investigative powers under IA 1986, ss 235–236 in relation to that claim. Time (days): No limit (subject to limitation). Section/rule: IA 1986, ss 234–236, 238, 239; Cloverbay Ltd (joint administrators) v Bank of Credit and Commerce International SA [1991] Ch 90, [1991] 1 All ER 894. ...

This Checklist should be read in conjunction with the Practice Note: Block transfer orders—the law and practice. Read this Checklist alongside the Practice Note: Block transfer orders—the law and practice. There are three principal scenarios that necessitate a block transfer of office-holder appointments: where an office-holder dies on the retirement of an office-holder from practice where an office-holder is otherwise unable or unwilling to continue in office. This may happen if an office-holder moves firms, or loses their licence to practise as a result of regulatory action The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, rr 12.35–12.38, govern applications to the court for the block transfer of cases from one office-holder to another. The block transfer application process applies to the following types of appointment: compulsory liquidation (winding up by the court) voluntary liquidation (both members’ voluntary liquidations and creditors’ voluntary liquidations) administration bankruptcy voluntary arrangement (both company voluntary...

What claims or causes of action can be assigned? Insolvency office-holders should bear in mind the difference between transferring an ‘office-holder claim’ (ie any statutory cause of action the office-holder may pursue under the Insolvency Act 1986 (IA 1986)) and a claim that resides in the insolvent company (ie a ‘company claim’) or in the bankrupt individual. Claims which vest in the insolvent company or the bankrupt individual An insolvency office-holder’s central obligation is to gather in the property of the insolvent company or the bankrupt individual and to realise its value for the benefit of creditors. See Practice Notes: Role, powers, functions and duties of an administrator Role, powers, functions and duties of a liquidator Role, powers, functions and duties of a trustee in bankruptcy As choses in action fall within the meaning of property capable of realisation, insolvency office-holders may assign claims that vest in an insolvent company or a bankrupt individual from the outset of...

View or print a full-size PDF version:...

This diagram outlines the procedure and process for reinstating a company on the company register through the administrative restoration procedure where it has been removed by the registrar under its powers to strike off a defunct company, as provided for in the Companies Act 2006 (CA 2006). View or print a full-sized PDF version:...

This flow chart outlines standard process to complete a transfer of certificated shares. Open or print a full-size PDF version:...

In this issue: Employment Rights Act 2025 Benefits Protected characteristics Confidentiality, duties and restrictions: enforcement Europe-EU New and updated content Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Employment Rights Act 2025 Welsh Government consults on establishment of a Social Care Negotiating Body The Welsh Government has opened a consultation on creating a Social Care Negotiating Body (SCNB) using powers in the Employment Rights Act 2025 (ERA 2025). The SCNB would be responsible for setting Fair Pay Agreements for Wales’s social care workforce. Feedback is invited on the organisation’s design, role and anticipated effects. Responses will inform the government’s understanding of sector perspectives on the SCNB, including the bargaining approach, who and what it should cover, dispute resolution, roll-out, as well as compliance and enforcement. The consultation closes on 28 April 2026. The exercise does not invite comments on the specifics...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

Farnsworth v Chave [2025] EWHC 2677 (Ch) What was the background? This judgment addresses a threshold question arising in unfair prejudice litigation between Adam Farnsworth and Kevin Chave, joint equal shareholders and directors of Essex and East London Van Services Ltd (the Company), a quasi-partnership company. Aaron Chave (Aaron), Mr Chave’s son, worked for the Company as a fitter from September 2014, progressing to senior fitter/supervisor, before resigning on 2 May 2023. After Aaron left, Mr Chave transferred his shareholding in the previously dormant Kent Van Solutions Ltd (Kent) to Aaron and other family members, with Aaron becoming a director of Kent and commencing trading in competition with the Company. By an order of 12 February 2025, the court directed a preliminary issue, determined in this judgment, namely whether Aaron and Kent should remain respondents to Mr Farnsworth’s cross-petition, Aaron and Kent seeking to be released. Mr Farnsworth alleged that Mr Chave had conspired with Aaron to damage the Company by reviving Kent, and that Aaron had breached...

Oil & Gas—UKCS licensing regime Regulatory body Up to 2016, oversight of the UK’s oil and gas resources chiefly sat with the Department of Energy and Climate Change (DECC), acting for the Secretary of State. Following Sir Ian Wood’s review of UK Continental Shelf (UKCS) oil and gas recovery (the Wood Review), government created an independent regulator—now the North Sea Transition Authority (NSTA)—to assume DECC’s licensing and regulatory duties in respect of all oil and gas exploration and production activities on the UKCS. This restructuring transferred responsibility for those matters from DECC to the new body. Until 21 March 2022 the NSTA operated under the name Oil and Gas Authority (OGA), which remains the company’s formal legal name and continues to appear in some legislation. The NSTA began taking on these roles from DECC on 1 April 2015, at first as an executive agency within DECC. The Energy Act 2016 subsequently established the NSTA as a fully independent regulator, constituted as an independent Government company, and amended the...

Practice Note In this Practice Note, the term ‘bank’ denotes a UK institution authorised under Part 4A of the Financial Services and Markets Act 2000 (FSMA 2000) to undertake the regulated activity of accepting deposits (as defined by FSMA 2000, s 22, read with Schedule 2 and any order under FSMA 2000, s 22), and any mention of ‘bank’ below also covers a resolution company. In the wake of Silicon Valley Bank’s failure, the government consulted on additional reforms and, in May 2025, passed the Bank Resolution (Recapitalisation) Act 2025 (see: LNB News 19/07/2024 30). These changes are not confined to smaller banks and, from 16 July 2025, apply to banks of any size, provided the other entry conditions are met (see Practice Note: Bank resolution reforms under the Bank Resolution (Recapitalisation) Act 2025). Part 1 of the Banking Act 2009 (BA 2009) likewise extends to building societies and investment firms, with modifications specified in BA 2009. Central counterparties, meanwhile, are now subject to their own special resolution regime...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

This Agreement is entered into on [ insert date ] of [ insert month ] [ insert year ] by and between: [ insert name ], of [ insert address ] (' Council '); [ insert name ], of [ insert address ] (' County Council '); [ insert name ], a company duly incorporated and registered in [ insert details ] under number [ insert details ], whose registered office is at [ insert address ] (' Developer '); [ Additional parties as necessary eg owner, landlord, mortgagee, option holder etc. ] (' [ insert additional parties as necessary eg owner, landlord, mortgagee, option holder etc ] '). Recitals The Council is the local planning authority for the purposes of section 106 of the 1990 Act for the area within which the Land is situated and is the body by whom the obligations contained in this Deed are enforceable. The County Council is the local highway...

Company number: [ insert number ] [ insert company name ] LIMITED Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (the Company). Convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present: [ Insert names of the director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert names of any directors...

This Deed is entered into on [ insert day and month ] 20[ insert year ], as of that date Parties [ insert name of Assignor ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Recitals: (A) The Finance Parties have consented to provide the loan facilities, subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) A condition precedent to the availability of the loan facilities is that the Assignor enters into this Deed to provide security in favour of the Security Agent in respect of...

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...

If a lease was granted at undervalue, you are the 3rd owner, and you knew it was at undervalue, if creditors ask for an order returning the property to the original owner you cannot claim relief? Transactions at an undervalue (TUVs) are regulated by the Insolvency Act 1986 (IA 1986). The relevant provisions are: sections 238, 240 and 241 of the IA 1986 for companies sections 339 to 342 of the IA 1986 for individuals These powers are available to trustees in bankruptcy, liquidators (in both compulsory and voluntary liquidations), and administrators. They permit the office-holder to review dealings made by the insolvent person or company in the lead-up to insolvency and to assess whether assets should be recovered for the insolvent estate. In particular, an order under: section 241 of the IA 1986 (for companies), or section 342 of the IA 1986 (for individuals) cannot be made against the other party to a...

Can the administrator sublet the property to the purchaser? An administrator may do whatever is necessary or expedient to manage the company’s affairs, business and property (paragraph 59(1) of Schedule B1 to the Insolvency Act 1986 (IA 1986)), which also encompasses the powers set out in IA 1986, Sch 1. In respect of subletting, IA 1986, Sch 1, para 17 confirms that an administrator has the power to grant or accept the surrender of a lease or tenancy of any company property, and to take a lease or tenancy of any property required or convenient for the company’s business. For further detail, see Practice Note: Roles, powers, functions and duties of an administrator, particularly the section ‘The administrator’s powers’...