Office holder meaning

Introduction to freezing injunctions and scope of this checklist A freezing injunction (also known as a freezing order) is a temporary court order that prevents a respondent from disposing of or transferring its assets out of the relevant jurisdiction—namely England and Wales—or, in the case of a worldwide freezing order (WFO), from moving them anywhere in the world. The court’s principal aim in granting such relief is to preserve the respondent’s assets so that, if the applicant later obtains judgment against the respondent, there will be assets available for recovery by the applicant and, if necessary, enforcement action. This Checklist explains how to make an application for a freezing injunction where claims are contemplated or already underway in a corporate or personal insolvency context. As the precise circumstances of each matter must be assessed, this Checklist does not claim to be exhaustive; rather, it provides an overview of the key considerations at each stage when seeking an order of this kind. The focus throughout is asset preservation pending determination...

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...

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. ...

Procurement process flowchart This Procurement process flowchart outlines the sequence a procurement might follow and highlights the factors to weigh and the considerations involved to maintain a transparent and appropriate procedure. It further points to the Precedents on hand to support you through the procurement steps. This Flowchart serves as a worked illustration and is not meant to be exhaustive. While organisations may adopt quite varied approaches, it offers a useful baseline or point of reference. Any contract value amounts shown here are for demonstration purposes only...

This flowchart sets out the process under the FIDIC Red, Yellow and Silver Books, 1999 editions, for defects under: clause 7.5, where Plant, Materials, design or workmanship are discovered to be faulty or otherwise non-compliant with the Contract, and the Employer rejects the relevant Plant, Materials, design or workmanship clause 7.6, when the Employer directs the Contractor to strip out and substitute any non-compliant Plant or Materials, to take out and reperform any other work that does not meet the Contract, or to carry out any work urgently needed to protect the safety of the Works clause 11.1, under which the Contractor must perform all tasks necessary to make good defects or damage, as notified by the Employer on or before the end of the Defects Notification Period clause 12.3, if a Test after Completion is not passed, and clause 11.1(b) concerning the rectification of defects applies (Yellow and Silver Books only) For further details, see Practice Note: FIDIC Contracts (pre–2017...

This flowchart outlines the prerequisites that need to be met to prove a misfeasance claim...

Thiel-Czerwinke and another (joint liquidators of Courtside Recycling Ltd) v Crabb [2024] EWHC 337 (Ch) What are the practical implications of this case? This ruling underlines the uncompromising obligation on directors to maintain trading records, and accepts that discarding or failing to retain them was, on these facts, a constituent part of the director’s fraudulent design. It also clarifies that once office-holders demonstrate that company assets or cash were transferred to a director, the absence of documents showing that the funds or property were applied for the company’s advantage renders the director liable to repay the whole amount to the company. That outcome applies even though the judge did not doubt that Mr Crabb did in fact use some of the cash when making payments for Courtside... What was the background? Mr Crabb served as the Company’s sole director; the business dealt in scrap metal. For the trading periods from August 2014 to February 2018, the Company submitted VAT returns declaring sales, net of VAT, totalling...

Manolete Partners Plc v Howarth [2025] EWHC 2294 (Ch) What are the practical implications of this case? This judgment marks a significant victory for company directors and a sharp reminder to office‑holders and those pursuing claims on their behalf: contemporaneous records are paramount. The court condemned the failure to retain and produce meeting notes, emails and working papers, noting that gaps in the paper trail can justify adverse inferences. Insolvency practitioners should, therefore, keep meticulous files of the advice provided and the decisions taken. The court also affirmed that directors are entitled to place reliance on insolvency specialists’ guidance. Where a director behaves openly and follows the directions of a CVA supervisor, later accusations of preference or undervalue are harder to sustain. The evidential onus accordingly returns to the applicant, who must prove misconduct with cogent evidence. Further, the ruling indicates that salary‑for‑loan‑swap arrangements can be valid and commercially rational where structured to minimise PAYE/NIC and where they substitute, rather than add to, salary. Finally, the decision sounds a...

MTA Personal Injury Solicitors LLP (in administration) (acting by its joint administrators Andrew Lawrence Hosking and Sean Bucknall) v Wiseglass [2024] EWHC 2208 (Ch) What are the practical implications of this case? The burden rests on the administrator, as an office-holder owing fiduciary duties, to substantiate any request for remuneration by being candid with the court and providing information that is adequate, coherent and sufficient. The administrator must justify fees with proper evidence and open disclosure. Statement of Insolvency Practice (SIP) 2 is pivotal in underscoring the duty to identify assets, including prospective claims against third parties such as directors, and to determine what recoveries may realistically be achieved. Paras 9–11 require an initial assessment: this includes making enquiries and/or interviewing directors and senior staff where appropriate, forming a preliminary view on potential recovery routes, and deciding what further investigation is warranted. Paras 4 and 18 emphasise clear reporting of actions taken and outcomes, together with thorough documentation of initial assessments, investigations and conclusions....

For many companies, intellectual property rights (IPRs) constitute an increasingly important and significant asset class. Although contemporary technology firms, pharmaceutical businesses and industrial players are most closely and very commonly linked with holding portfolios rich in IPRs, even the least likely organisations may own rights that are fundamental to them and, without which, they simply could not operate (or do so as effectively or profitably) or would suffer significant loss of value. As a broad category, IPRs are wide-ranging and inherently diverse indeed. According to context, there are, in particular, rights beyond the best known (patents, trade marks and copyright) that may—or may not—be generally regarded strictly as IPRs, such as database rights, websites with their associated domain names, goodwill and contractual rights allied to IPRs. For further detail on the principal types of intellectual property rights an insolvency practitioner as office holder may encounter, see Practice Note: IP right comparison table. Patents, design rights and trade marks depend for their existence and protection on registration (at the...

When deciding how a deed or contractual agreement should be signed, the execution block to use will vary according to: the type of document (for example, a contract or a deed) who is signing on behalf of the entity (the company itself, an administrator, liquidator, administrative receiver, receiver, nominee or supervisor) Type of document Broadly, documents fall into two groups: agreements/contracts, which require valuable consideration deeds, for which consideration is not needed Deeds are instruments that: state on their face that they are intended to take effect as a deed are properly executed as a deed Because deeds must be executed in the presence of a witness to be binding, they carry a stronger presumption of validity than instruments simply signed by the parties, or those under seal. The witness should ideally be independent (not the party’s solicitor, colleague, spouse, family member, or another party to the deed)...

Limitation periods Limitation periods describe the window within which a claim must be issued. The rules are contained in the Limitation Act 1980 (LA 1980), which sets out different time limits for various causes of action. In an insolvency setting, claims are commonly grouped into three types: actions founded on a 'speciality' carry a 12-year period. Speciality claims include those arising from a statutory cause of action and typically concern recovery of property, such as setting aside a transaction in insolvency where the remedy is not simply the payment of money claims to recover a sum of money under statute have a six-year period claims for which no limitation period applies A limitation clock will usually start on the date the cause of action accrues. That position applies where the claim stems from the debtor’s own cause of action. For instance, if an office-holder seeks to recoup unlawful dividends for a company, time runs from the date of each unlawful distribution,...

INSOLVENCY ACT APPLICATION NOTICE Case No: [ insert case number ]. Court: High Court (Business and Property Courts, Insolvency and Companies List (ChD)) OR Business and Property Courts in [ insert location ] OR County Court at [ insert location ] (Business and Property Work). In the matter of [ insert company’s name ] and the Insolvency Act 1986. Parties: [ Insert Applicant(s) ] v [ Insert Respondent(s) ]. Under IR 2016 r 18.23. Parties and addresses: Applicants [ names/addresses ]; Respondents [ names/addresses ]. Application relates to [ details ]. Judge: [ level ]. Venue: [ court/hearing centre ]. Ref: [ number ]. Orders sought: Fix remuneration at £[ insert sum ] plus VAT; disbursements £[ insert sum ]. Costs to be an expense of the [ liquidation/administration ]. Any further order or relief the court considers appropriate. Grounds: witness statement of [ name ], dated [ date ]. Service/notice: [ names/addresses, if any, or none ]. Address for...

Brief details of claim This action is brought under section 423 of the Insolvency Act 1986. The Claimant is the [ insert office held ] at [ insert name of the company ] (the Company). ...

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...

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...

An unincorporated association is not a legal entity In principle, it lacks legal personality and therefore cannot bring or face proceedings in its own name; this was the stance in London Association for Protection of Trade v Greenlands Limited. The position was examined in detail in Chancellor, Masters and Scholars of the University of Oxford v Broughton, a matter arising from a campaign by the Animal Liberation Front and related bodies. The conventional course is to seek a representation order, allowing a named member or office-holder to be joined as a party ‘on behalf of the members of the association’. Yet time pressures—particularly an approaching limitation deadline—may make obtaining such an order impracticable, prompting a prospective claimant to ask whether the association can be joined in its own name. As recorded in University of Oxford, there have been instances where the court has in fact made orders directly against an association. Several first‑instance rulings placed before the court show orders made against protest groups which have been...

Termination payments qualifying for £30,000 exemption As set out in Practice Note: Termination payments qualifying for £30,000 exemption, where a compensation payment for loss of office or employment is made in circumstances where it does not fall to be taxed as: earnings within section 62 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) (see Practice Note: Termination payments taxed as earnings) benefits-in-kind (see Practice Note: How employment income is taxed—non-cash earnings or benefits) benefits from an employer-financed retirement benefits scheme employment-related securities (see: Employment-related securities—overview) disguised remuneration, where termination payments or benefits are provided by a third party (such as an employee benefit trust) rather than the employer (see: Disguised remuneration and EBTs—overview) restrictive undertakings (see Practice Note: Taxation of payments for restrictive covenants or undertakings) and for terminations for loss of office since 6 April 2018...