Office holders meaning

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...

This tracker outlines the consultation papers issued by the Financial Conduct Authority (FCA) in 2013, together with notice of any later rules and guidance published. For FCA consultation papers from different years, see: FCA consultation paper trackers. For Prudential Regulation Authority (PRA) and Financial Services Authority (FSA) consultation papers, see: PRA consultation paper tracker [Archived] FSA consultation paper tracker [Archived] Topic area: Consumer credit; Disclosure and transparency; Supervision; Funds CP13/18: Quarterly Consultation Paper No. 3 The FCA proposed to: make small changes associated with transferring consumer credit regulation from the Office of Fair Trading (OFT) to the FCA (chapter 2) bring in an administrative fee to recover costs arising from listed issuers’ late publication of periodic financial statements under the Disclosure and Transparency Rules (DTRs) (chapter 3) broaden the ability of authorised fund managers and others to communicate with unit-holders electronically, including via website-based communications (chapter 4) revise the process for handling a waiver application...

Checklist This checklist concerns claims under sections 212–214, 246ZA and 246ZB of the Insolvency Act 1986 (IA 1986), brought by an insolvency office-holder. For more detail on claims under IA 1986, ss 212–214, 246ZA and 246ZB in general, refer to the following Practice Notes: Misfeasance claims under section 212 of the Insolvency Act 1986 Fraudulent trading claims under sections 213 and 246ZA of the Insolvency Act 1986 Wrongful trading claims under sections 214 and 246ZB of the Insolvency Act 1986 Step/action Time (days) Section/rule Examine the events and context that led to the company’s insolvency and the issues underpinning any claim against the respondent(s). This entails securing the company’s books and records, and interviewing current and former directors, as well as any individuals holding information about the company’s promotion, formation, business, dealings, affairs or property. Note that if the office-holder intimates a claim against the respondent(s), they may jeopardise the investigative powers under IA 1986, ss 234–236 in...

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...

Pagden (as liquidator of Core VCT IV Plc and Core VCT V plc) and others v Fry and other cases [2025] EWHC 2316 (Ch) What are the practical implications of this case? This decision clarifies that, although liquidators’ firms and their personnel may, in certain circumstances, invoke limitation clauses in relation to distinct contractual or tortious duties (always subject to the Unfair Contract Terms Act 1977 and fact-specific questions of vicarious liability), individual liquidators cannot restrict the statutory obligations that arise under a statutory trust. Sensible practice is for liquidators and their firms to revisit engagement letters to (a) set out, with precision, the separation between liquidators’ statutory functions and any contractual or advisory services; and (b) add explicit carve-outs confirming that limitation provisions have no application to the liquidators’ statutory duties. What was the background? The claimants are three companies that issued proceedings against their former liquidators and the firm of those former office-holders (the defendants). They contend the defendants breached fiduciary, tortious and contractual...

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...

Quick view This Practice Note explores whether an employee can be engaged by two or more employers for the same role at the same time—joint employment (also termed dual employment or multiple employment). It examines the general assumption, the issue of vicarious liability, and the position of agency workers, office-holders and teachers. It also considers the setting of collective bargaining, the effect of TUPE 2006, and tax questions that may arise. Finally, it reviews the factors relevant to written contracts that involve multiple employers. Joint employment is typically discussed in relation to vicarious liability, for instance negligence (see: Vicarious liability, below). Regarding an individual’s employment rights, it appears reasonably clear that the prevailing presumption—that an employee cannot have more than one employer for the same work at the same time—can be displaced in these situations: where the person has two roles with separate employers and the roles are compatible; and where two or more employers act together within a partnership or joint venture ...

STOP PRESS: Abolition of non-dom regime and remittance basis of taxation from 2025–26 The Finance Act 2025 has scrapped the remittance basis and, from 6 April 2025, substitutes a residence-based system. The reforms bring in a new Foreign Income and Gains (FIG) regime and revise the rules for overseas workday relief. For detailed guidance on these updates, refer to Practice Note: The abolition of the remittance basis of taxation from 2025–26. The UK operates a comprehensive framework for taxing employment income. This Practice Note explains the core income tax principles for employment income and the way they attach to earnings. Keep in mind that any form of remuneration connected to an individual’s employment can give rise to income tax and National Insurance contributions (NICs) liabilities (for NICs, potentially affecting both employer and employee), together with possible apprenticeship levy costs for the employer. In addition, intricate provisions govern the withholding and collection of income tax on employment income and employee NICs under the Pay As You Earn (PAYE) system. These...

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...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The several persons whose names and addresses appear in Schedule 1 (together, the Sellers); and [ Insert name of purchasing corporate entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer); and [ (each Seller and the Buyer being a Party, and together the Sellers and the Buyer being the Parties). ] Background The Company (as defined below) is a private company limited by shares, incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details of the Company are set out in Schedule 2, Part A. The Sellers are the legal and beneficial holders of the Sale Shares (as defined below), which in total constitute the entire issued and allotted share...

This Agreement is entered into on [ date ] Parties [ Company Name ] [ (in liquidation, etc) ] [ (the ‘ Company ’) acting through ] [ name(s) of insolvency practitioner(s) ] [ (the ‘ Liquidator ’), (the ‘ Administrator ’), etc ] [ (and all successors in title) ] [ acting as agent for the Company, except as provided in this Agreement ] ( [ together ] the ‘ Client ’) [ both ] of [ address ]; [ Firm Name and Address ] (the ‘ Firm ’). It is hereby agreed as follows: 1 Definitions 1.1 In this Agreement: Appeal means any request for permission to appeal and/or an appeal to the Court of Appeal or the Supreme Court from a lower court’s decision, or to a Judge from a decision of a District Judge, Registrar, Master or Insolvency and Companies Court Judge, in relation to the Claim Basic Costs means the fees...

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties The several individuals whose names and addresses appear in Schedule 1 (collectively the [ insert address ] (the Sellers ), and [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Buyer ), [ each of the Sellers and the Buyer is a Party, and together the Sellers and the Buyer are the Parties. ] Background (A) The Company (as defined below) is a private limited company by shares, incorporated in [ England and Wales OR [ insert country of incorporation ] ] . Details of the Company are set out in Schedule 2. (B) The Sellers are the legal and beneficial holders of the Sale Shares (as defined below), which in total...

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...

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...

Immigration Rules, Appendix ECAA: Extension Of Stay Pursuant to the current Immigration Rules (Immigration Rules, Appendix ECAA: Extension Of Stay) and the applicable guidance (Turkish ECAA guidance: Appendix ECAA extension of stay), holders of the Turkish Worker visa who have been lawfully employed in the UK for at least four years may, from that point, take up any role with any employer. This Appendix took effect at 11pm GMT on 31 December 2020, to encompass those who previously enjoyed rights under Decision 1/80 of the Association Council connected to the ECAA Association Agreement (concluded on 12 September 1963 in Ankara, and later supplemented on 23 November 1970 by the Brussels Protocol). See: Turkey-EEC Association Agreement: Macdonald’s Immigration Law and Practice [6.193]. Immigration Rules Appendix ECAA: Extension Of Stay, paragraphs ECAA 3.1–ECAA 3.2 set out, amongst other matters, that: ECAA 3.1...