Voluntary winding up meaning

Where it is proposed to wind up a solvent company voluntarily When a solvent company is to be wound up voluntarily, the directors may, at a board meeting, make a statutory declaration of solvency confirming that, after a full enquiry into the company’s affairs, they hold the view the company can pay all its debts in full, together with interest at the official rate, within no more than 12 months from the commencement of the winding-up. See Practice Notes: What is a members’ voluntary liquidation and when is it typically used? MVL—the information and documents to be provided to the liquidator by the company It should be noted that if the directors make such a statutory declaration, the company proceeds by way of a members’ voluntary liquidation (MVL). Where no declaration is made, the company instead enters a creditors’ voluntary liquidation. See Practice Notes: Placing a company into MVL What is a statutory declaration of solvency...

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...

Compulsory liquidation Provide a certified court interlocutor ordering winding up and naming the liquidator, plus certified proof of appointment: creditors’ resolution, contributories’ resolution with the liquidator’s certificate on the creditors’ meeting, or a court order. Creditors’ voluntary liquidation Include a certified general meeting winding‑up resolution and either the creditors’ resolution appointing the liquidator or a court order. If moving straight from administration, add a certified, administrator‑signed and Companies House‑stamped form 2.25B (Scotland). Members' voluntary liquidation Supply a liquidator/secretary certificate that a solvency declaration was filed, and a certified general meeting resolution appointing the liquidator. Checking the appointment Irregularities do not invalidate acts, but absence of appointment does—so verify appointment and any limits on Schedule 4 powers; in compulsory cases powers are court‑controlled and creditors or contributories may apply. Joint liquidators Confirm power to act severally; otherwise all must execute sale documents. ...

Bland and another v Keegan [2024] EWCA Civ 934 What are the practical implications of this case? The ruling bears significant consequences for practitioners in corporate law, insolvency, and dispute resolution. The main points are: Finality of the Register of Members: It reinforces the assumption that a company’s register of members is definitive as to who the members are, underscoring the importance of keeping it fully accurate for governance and decision-making Rectification of the register: The court clearly emphasises the importance of seeking correction under section 125 of the Companies Act 2006 (CA 2006) where errors are alleged, signalling the need for lawyers to master the rectification route, the evidential demands, and the prospect of the court granting retrospective rectification Dispute resolution and settlement: It explores the effects of resolving proceedings without a hearing, exemplified by a compromise via a Tomlin Order here. Advisers should ensure settlement terms comprehensively resolve every issue, including the position of the register of members and the interests of...

Restructuring & Insolvency weekly highlights—11 July 2024 In this issue: Key R&I law developments Sanctions Corporate insolvency processes Personal insolvency Restructuring Directors and insolvency Insolvency litigation Daily and weekly news alerts New content Key R&I law developments Insolvency Service publishes June 2024 enforcement outcomes management information The Insolvency Service has refreshed its enforcement outcomes management information tables to include June 2024 data. The figures indicate 90 director disqualifications and 12 bankruptcy and debt relief restrictions arising from its enforcement activity. See: LNB News 09/07/2024 48. Sanctions Judgment Alert: Hellard v OJSC Rossiysky Kredit Bank (in liquidation) [2024] EWHC 1783 (Ch) The judgment in this matter has now been handed down. See: LNB News 10/07/2024 56. Corporate insolvency processes Petitions based on unrecognised/unregistered foreign judgment debts (Re a Company) The High Court has lately addressed two key questions concerning a winding-up petition anchored on foreign judgment debts that...

In this issue: Key R&I developments Corporate insolvency Restructuring Directors and insolvency Insolvency litigation Financial institutions R&I in Scotland Daily and weekly news alerts Corporate Rescue and Insolvency (October 2025) Key dates for restructuring and insolvency professionals New content Key R&I developments Insolvency Service announces update on INSSight system rollout The Insolvency Service confirms that deployment of its new internal case management platform, INSSight, will start in late October 2025 and continue into early November 2025. INSSight will support Official Receiver Services and Estate Accounts, including banking activities, and will run alongside the existing ISCIS Online service, which will remain available during transition. While the rollout is underway, users may face delays processing cheque or BACS payment requests, posting receipts to the Insolvency Service Account (ISA), and undertaking bulk case transfers. The Individual Insolvency Register will stay accessible, although there will be a short pause on registering new Individual Voluntary...

The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 (IA 1986), the company may proceed by way of a members’ voluntary liquidation (MVL). For further information, see Practice Note: What is a members’ voluntary liquidation and when is...

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...

The legislative framework The Pension Schemes Act 2017 The Pension Schemes Act 2017 (PSA 2017) is designed to strengthen safeguards for members of master trusts by tightening oversight of master trusts and addressing risk areas inherent in the master trust model when set beside other occupational pension schemes (such as profit-driven objectives, large cohorts of disengaged savers, and the potential jeopardy to pension pots if a master trust collapses). In summary, from 1 October 2018: master trusts must secure authorisation from the Pensions Regulator to operate as a master trust (with existing master trusts given until 31 March 2019 to submit an authorisation application, subject to any extension of the deadline granted by the Pensions Regulator). Five conditions must be met before the Pensions Regulator will grant authorisation—see: Authorisation criteria, below the Pensions Regulator has responsibility for the ongoing supervision of master trusts—see: Ongoing supervision and The Pensions Regulator’s proposed approach to supervision and enforcement, below master trusts must identify and manage ‘triggering...

PART ONE—GENERAL PROVISIONS 1 Definitions and interpretations This Rule sets out the glossary for the Plan and how those terms should be read. Defined expressions cover, among others: Awards and outcomes: Contingent Awards, Restricted Awards, Matched Awards, Options and Cash Awards, together with Date of Grant, Option Price, Exercise Price, Market Value, Dividend Equivalent and the concept of Vesting; People and entities: the Company (acting through the Board or a duly authorised committee, which may include the Remuneration Committee), Eligible Employees, Participants (and their personal representatives), the Group and its Subsidiaries, Associated Companies, the Grantor, the Nominee, the Trustee and Trust, and HMRC; Timeframes and dealing: Financial Year, Dealing Day, Closed Period, Grant Period, Holding Period, Relevant Period and the Plan Period; Shares and schemes: Shares, Employees’ Share Scheme and Company Share Scheme, Invested Shares and Invested Share Amount, and Matched Awards linked to such co‑investment; Legal and tax concepts: Control (as in ITA 2007, s995), ITEPA, Tax liabilities and any...

In partnership with Alexander Stewart of Hogarth Chambers If a limited liability partnership (LLP) becomes insolvent, the preferred view is that members’ entitlements to amounts due under their capital and current accounts are subordinated to the claims of external unsecured creditors. That said, it can be contended that members’ claims for advances or loans made to the LLP—despite being entered in their current accounts—stand on the same footing as those of external unsecured creditors. LLPs are established by the Limited Liability Partnerships Act 2000 (LLPA 2000). In several respects, including insolvency, LLPs are akin to limited companies rather than partnerships; see: Limited liability partnerships (LLPs) and insolvency—overview. Where an LLP is insolvent, it is terminated by voluntary or compulsory winding-up. The winding-up regime under the Insolvency Act 1986 (IA 1986) operates alongside LLPA 2000, s 14 and the Limited Liability Partnerships Regulations 2001 (LLPR 2001), SI 2001/1090, reg 5 and LLPR 2001, SI 2001/1090, Sch 3 (as amended)...

Lease or licence? In Street v Mountford, the House of Lords set out the core indicators of a tenancy. These focus on the substance of the arrangement rather than the label attached to it: exclusive possession of specified premises Although the payment of rent may suggest a tenancy, it is not essential. Whether the proposed arrangement is a lease or a licence turns on the agreement taken as a whole; where the parties in reality confer exclusive possession, that result cannot be avoided by calling the document something else. What counts is the essence of the bargain, not its outward form or chosen description. Even where the paperwork is properly framed at the outset as a true licence, the parties’ subsequent behaviour may alter the character of the arrangement so that a tenancy is later created. For further discussion, see Practice Note: Leases and licences of land—key features and differences, together with the commentary in Hill and Redman’s Division A from paragraph...

Insolvency Rules 2016 (IR 2016), SI 2016/1024, Part 14 Part 14 of the Insolvency Rules 2016 (SI 2016/1024), which sets out how creditors’ claims are dealt with, also operates in a members’ voluntary liquidation (MVL) by reason of r 14.1(1). That rule confirms that this Part applies to administration, winding up and bankruptcy proceedings, without any restriction confining its operation to insolvent liquidations. What amounts to a provable debt in a winding up (and equally in administration and bankruptcy) is defined by r 14.2(1). Save as otherwise provided in that rule, every creditor’s claim is provable as a debt against the company or the bankrupt, whether the liability is present or future, certain or contingent, ascertained or recoverable only in damages. For further guidance, see Practice Note: Future debts, contingent debts, secured debts...