Legal Practice Notes

What is the Central Registry of Winding-up Petitions? The Central Registry of Winding-up Petitions (the Central Registry) is a computerised index of winding-up petitions and administration applications, kept for all petitions or applications submitted to the Insolvency and Companies List (formerly the Companies Court), a Chancery District Registry, or the County Court. A search of the Central Registry should disclose: any petition or order for the winding-up of a company made in England and Wales; and any administration application, order or appointment (including out-of-court appointments and intentions to appoint) filed in England and Wales The Central Registry exists to reduce the risk of petitions being presented twice, largely because the jurisdiction to issue such petitions is wide. The court should be notified of any earlier pending petitions before determining a current petition. The court should be told of any such earlier petition before ruling on the present...

STOP PRESS The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 comprises a significant suite of measures that bolster the function of Companies House and increase the transparency of UK corporate entities, furthering the openness of UK corporate bodies. The ECCTA 2023’s provisions will be introduced gradually over time, over an extended period. Numerous elements of the statute depend on detailed secondary legislation and guidance, alongside the development of fresh technical systems and tools to deliver the changes. For further details, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know and The Economic Crime and Corporate Transparency Act 2023—tracker. This Practice Note draws out the practical distinctions between legal entities in Scotland and those in England and Wales. It also addresses the legal...

The purpose of section 216 of the Insolvency Act 1986 Section 216 of the Insolvency Act 1986 ( IA 1986) is designed to deter phoenix companies from disadvantaging creditors by demanding greater openness about re‑using company names. A phoenix company typically arises where a director or board operates a successor business with a similar name, transferring the valuable elements from the company in liquidation while its creditors are left unpaid. Re‑adopting the name is widely viewed as a tactic that can mislead creditors into believing they are dealing with the original entity, so this behaviour—often called phoenixing—attracts mistrust. The Insolvency Service has issued guidance on the law that applies when a business is carried on through a succession of companies, each of which becomes insolvent—so‑called ‘phoenix companies’. In certain situations, however, buying the business and assets of the company in...

This Practice Note examines retention of title clauses, also described as reservation of title, ROT or Romalpa clauses. It reviews how these clauses may safeguard a creditor-seller against a debtor-buyer’s insolvency, as well as their limits. It outlines the principal features of such clauses and distinguishes between basic and extended forms, including ‘all monies’ and ‘proceeds of sale’ provisions. It also addresses practical issues around incorporating ROT terms, enforcement, and other protective avenues open to a seller. Simple retention of title clauses Extended retention of title clauses, including ‘all monies’ and ‘proceeds of sale’ clauses What is a retention of title ( ROT) clause? At its most straightforward, a retention of title clause is a contractual term enabling the seller to keep title to goods it has supplied until the buyer has paid in full or, where permitted, resold them to a third party (...

Registers of Scotland ( Ro S) Registers of Scotland ( Ro S) is the national authority charged with maintaining various registers, chief among them the Register of Sasines (the Sasine Register) and the Land Register of Scotland (the Land Register), each concerning land interests and rights. The organisation is led by the Keeper of the Registers of Scotland; for the Keeper’s remit, see Functions of the Keeper of the Registers of Scotland: Stair Memorial Encyclopaedia [17]. Ro S looks after these records on behalf of the public. Sasine Register Created by the Registration Act 1617, the Sasine Register dates from 1617 and serves as a public ledger of deeds connected to land throughout Scotland. Its role was to safeguard rights in land by enabling those rights to be placed on public record. Administration is carried out regionally, with deeds concerning property rights entered in the...

Appointing a receiver offers creditors and certain other parties a means to safeguard their interests in a company’s assets. This note outlines the available forms of receivership and the key consequences of a receiver being appointed. For access to materials within the Receivership subtopic, refer to: Receiverships—overview. The following features apply across all receivership types: A company does not have to be insolvent to enter receivership Other creditors may still pursue claims despite a receiver being appointed During the receivership, the company’s dealings with property covered by the appointment are curtailed Receivership does not automatically lead to liquidation (the winding up of its affairs) Further points specific to particular receivership forms are outlined below. Law of Property Act ( LPA)/fixed charge receiver Under the Law of Property Act 1925 ( LPA 1925), a mortgagee may appoint an LPA...

This Practice Note covers: the nature of a proof of debt the steps for proving a debt valuation/quantification of the debt creditors and the reflective loss principle The applicable rules for proving a debt under the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024 are contained in rr 14.2–14.25 of IR 2016, SI 2016/1024, and apply whether the proof arises in administration, winding-up or bankruptcy proceedings. For leading cases and connected materials, see Practice Note: —key cases. What is a proof of debt? A person seeking to recover a debt in a compulsory liquidation, creditors’ voluntary liquidation, administration or bankruptcy must lodge a written claim with the liquidator, administrator or trustee in bankruptcy. A creditor making such a claim is said to be ‘proving’ for the debt, and the document used to establish the claim is the...

What is a pre-pack administration sale? A pre-pack administration sale is an arrangement where the disposal of some or all of a company’s business and assets is agreed with a buyer before an administrator is appointed, and the administrator completes the deal immediately upon, or soon after, taking office, following their formal appointment. The transaction concludes before any creditors’ meeting and without the court’s sanction, and it is implemented by the administrator. While confirmed as lawful in practice, pre-packs attract mounting and increasingly vocal criticism over opacity and insufficient attention to creditors’ interests, especially when the acquirer is the incumbent management team. The Statement of Insolvency Practice 16 ( SIP 16), issued by the Joint Insolvency Committee, regulates pre-packs to answer these concerns and criticisms. It imposes obligations on the administrator in connection with the pre-pack sale, including broader external marketing...

This Practice Note offers guidance on remote and hybrid hearings, conducted by video-conference or by telephone, in civil proceedings. It explains what amounts to a remote or hybrid hearing, identifies when a hearing may be held remotely, addresses telephone hearings, and outlines the electronic platforms available for remote hearings. It also gives direction on how non-parties may obtain remote access to hearings. Depending on the court hearing your matter, you may need to consider further provisions—see: Court specific guidance. What is a remote hearing? A remote hearing may proceed by video link or over the telephone. Some hearings run with a mixture of attendance, where certain participants join remotely while others appear in person at court; this is commonly described as a hybrid hearing. Hybrid arrangements can offer flexibility for legal teams, clients and witnesses, accommodating those able and willing to attend court and those who are not. In...

This Practice Note condenses the law, guidance and practical approach to executing simple contracts and deeds. It highlights the main distinctions between deeds and simple contracts, pinpoints those transactions that must be effected by deed, and outlines the execution formalities for both. It also covers the need for signature, use of counterparts, dating, smart legal contracts, virtual execution and electronic signatures. We have created a comprehensive, interactive collection to help users recognise and navigate the concepts and recurring issues that arise when executing documents. Each section or phase provides practical guidance, precedent-style clauses and Q& As relevant to that stage. For further information, see: Execution collection. Creating contracts A contract is a binding agreement that confers rights and imposes obligations on two or more parties. There is extensive case law on contract principles which is not examined in detail here. Put simply, for a...

At a convening hearing in March 2025, Petrofac Limited ( Petrofac) and Petrofac International ( UAE) LLC ( Petrofac International) sought approval for Part 26A restructuring plans, with sanction considered in April/ May 2025. A creditor minority successfully challenged the sanction in the Court of Appeal, which set the order aside. Petrofac then lodged a permission application with the Supreme Court and announced an agreement in principle with those dissentients, but later confirmed administrators were appointed over Petrofac Limited after the loss of a key customer. The principal points are summarised below (capitalised terms not defined here take the meanings given in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For deeper insight into 2024 RPs, including metrics and commentary from leading figures in restructuring, see News Analysis: Market Insights Trend...

When an overseas company sets up an establishment that conducts business in the United Kingdom, it may need to file its particulars with Companies House. For guidance on registration obligations, see Practice Note: Overseas companies with an establishment in the UK. The framework for registering an overseas company trading in the UK is distinct from the system for registering overseas entities with interests in UK property. For information on the register of overseas entities that own UK property, introduced by the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities that own UK property. This Practice Note outlines the obligations of an overseas company under the Companies Act 2006 ( CA 2006) and the Overseas Companies Regulations 2009 ( OC Regs 2009)...

Out-of-court appointments This Practice Note addresses: the out-of-court mechanism for an appointment by a qualifying floating charge holder ( QFCH), and the paperwork required to effect the appointment The principal provisions governing administrator appointments by a QFCH via the out-of-court route are found in paragraphs 14–21 of Schedule B1 to the Insolvency Act 1986 ( IA 1986) and the Insolvency Rules ( England and Wales) 2016 ( IR 2016), SI 2016/1024, rr 3.16–3.22. The procedure typically comprises three stages: Pre-appointment Notice of intention to appoint Notice of appointment For guidance on who may use the out-of-court process to appoint an administrator, see Practice Note: Out-of-court administrator appointments—who can appoint and in what circumstances? For a procedural checklist, see: Appointment of an administrator using the out-of-court procedure by a qualifying floating charge holder ( QFCH)—checklist and timeline. For details on e-filing in the context of...

In finance transactions, the expressions ‘netting’ and ‘set-off’ are often treated as if they are identical, although they are distinct concepts. The overlap arises because both netting and set-off can deliver the same economic result for the parties. This Practice Note outlines the distinction between netting and contractual set-off and indicates how netting is typically employed in commercial finance transactions. What is set-off? To grasp netting, it helps first to consider set-off, particularly contractual set-off. Set-off is the satisfaction of mutual monetary obligations, whereby one sum is discharged to the extent of the other. A right of set-off permits one party ( Y) to apply the amount owed to it by the other party ( X) against the amount it owes that other party ( X), allowing Y to reduce or eliminate its liability to X, e.g. contractual set-off arises where a right of set-off is...

Comity Comity is a broad common law doctrine under which courts will recognise and give effect to foreign proceedings, provided they are not: against public policy in breach of core requirements of procedural fairness tainted by fraud or unfairness designed to enforce foreign penal laws (eg the US Securities Exchange Act 1934 carried civil and criminal sanctions and aimed to prevent and punish specified acts and omissions) ( Schemmer v Property Resources) In practice, in England it operates only as a backstop where the following do not apply to aid a foreign office-holder seeking assistance from the English courts: Regulation ( EU) 2015/848 ( OJ L141 5.6.2015 p 19), the Recast Regulation on Insolvency [ EU Recast Regulation on Insolvency] (for example, where the foreign...

Members’ voluntary liquidation Voluntary liquidation, also known as winding-up, is the process by which a company, following a resolution of its members, chooses to bring its activities to an end and move towards ultimate dissolution. There are two forms: members’ voluntary liquidation ( MVL), when the company is solvent and the members retain majority control; and creditors’ voluntary liquidation ( CVL), when the company is insolvent and creditors take majority control. The distinction between them rests on whether the directors consider the company able to pay all debts in full, with interest at the official rate, within a period not exceeding 12 months from the commencement of the winding-up. If they do, this is set out in a declaration of solvency and the company can proceed by way of MVL. If they do not, it must instead go into CVL. For further reading, see Practice Note: What is a...

This Practice Note looks at: the principal features of loan to value ( LTV) covenants in secured lending transactions possible issues with calling an event of default arising from a LTV covenant breach potential challenges to an event of default based on a LTV covenant breach remedying a LTV covenant breach the impact of the economy on LTV covenant breaches LTV covenants are a vital element of risk management in secured lending. An LTV covenant is a common financial covenant that requires the outstanding principal of a loan, expressed as a percentage of the value of the security charged in favour of a lender, to stay below a specified threshold for the life of the loan. This gives lenders a means to monitor and protect the strength of their security over time. For borrowers, grasping and...

This Practice Note outlines: what is meant by a loan transfer the key considerations when dealing with a loan transfer the principal ways to transfer a loan under English law transfer clauses found in loan agreements the borrower consent requirement the process and documentation required for a transfer overseas law issues What is meant by a loan transfer? A loan transfer is the passing by a lender of its rights—and frequently its obligations—under a loan agreement to another party. Those rights typically include the entitlement to repayment of principal and interest as set out in the facilities agreement. The lender will also hold other contractual rights, such as the ability to call for early repayment upon an event of default and to recover costs and expenses. The principal obligation that may need to move as well is the...

This Practice Note offers a primer on loan portfolio disposals, outlining the sorts of portfolios commonly marketed, who typically sells and buys them, and why. It also sketches a standard sale timeline. For guidance on issues that can arise, see Practice Note: Loan portfolio sales—key issues, and for the principal contractual suite, see Practice Note: Loan Portfolio Sales—legal documentation. What is a portfolio sale? A loan portfolio sale involves a lender transferring a bundle of loans rather than a single position, unlike a trade on the secondary loan market. The vendor may have originated or initially syndicated the loans, or may have purchased them secondarily from other investors. Following the 2008 global financial crisis, portfolio transactions became more visible (see ‘ Motivations of sellers’ below). Many regulated institutions, under political and regulatory scrutiny, sought to de‑leverage and strengthen regulatory capital ratios. Disposing of...

What is the Gazette? The Gazette offers an enduring, authoritative public record of significant statutory and non-statutory notices that can underpin legal and other procedures. Every notice is available via a single website, regardless of whether it first appeared in the London, Edinburgh or Belfast edition. In certain cases, insolvency law requires specific notices to be lodged at Companies House and published in the Gazette. Accordingly, it can be sensible to carry out searches at both Companies House and the Gazette. For more information on insolvency searches at Companies House, see Practice Note: What do insolvency searches at Companies House reveal? When are notices published in the Gazette? A notice in the Gazette will be placed on the Gazette website and in the particular edition (ie London, Edinburgh or Belfast) you choose......