Dissolved Definition

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GLOSSARY

What does Dissolved mean?

In relation to a company, where that company ceases to exist as a legal entity at companies house.

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Voluntary striking off and dissolution

It is possible to strike off a company pursuant to Part 31 of the Companies Act 2006 (CA 2006) either:•voluntarily, by the company’s directors, or•by the Registrar of Companies pursuant to its powers to strike off a companyThis note summarises the voluntary strike off process. For details on the Registrar's powers to strike off a company, see Practice Note: The Registrar's powers to strike off a defunct company.Why apply for striking off and dissolution?Any company can apply to Companies House to be struck off the register of companies and dissolved. Some of the most common reasons why a company may wish to be struck off and dissolved are:•it is no longer in business or operation•it has fulfilled the purposes for which it was incorporated, or•its parent company is carrying out a reorganisation of its group structure and wants to strike off and dissolve that company, perhaps together with other subsidiariesWhen is voluntary striking off suitable?The strike off procedure can be a low cost, simple way to dissolve a company, but...

Preventing strike off and dissolution

This Practice Note considers the striking off of a company from the register of companies and how to deal with this in the context of a receivership sale of a property owned by a company that has been struck off and dissolved.Section 1000 of the Companies Act 2006 (CA 2006) provides two ways for a company to be struck off the register of companies and dissolved:•voluntarily, on application by the company, and•pursuant to the powers of the Registrar of CompaniesThis Practice Note is concerned with the latter of these two alternatives.Striking off by the Registrar of CompaniesThe Registrar of Companies has the power to take steps to strike off a company in accordance with the statutory procedure if they have reasonable cause to believe that a company is not carrying on business or is in operation.The Registrar is likely to instigate this process if a company has failed to make its annual statutory filings within a reasonable period following the filing deadline.The striking off procedure is commenced when the Registrar...

Discover our 22 Practice Notes on Dissolved

Short-form facility agreement (term loan): single company borrower—bilateral (lender as an individual)—unsecured

Short-form facility agreement (term loan): single company borrower—bilateral (lender as an individual)—unsecured This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of Lender], of [insert address] (the Lender); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Borrower). background (A) The Lender has agreed to provide to the Borrower an unsecured term loan facility of £[insert amount of loan in figures] ([insert amount of loan in words] pounds Sterling) subject to the terms and conditions of this Agreement. (B) The Lender is a [shareholder OR director OR [insert details of Lender]] of the Borrower. (C) [[insert any further details]] The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Business Day • means a day other than a Saturday, Sunday or public holiday when banks are generally open for business in London; Drawdown...

Deed of dissolution of partnership—continuing partners

Deed of dissolution of partnership—continuing partners This Deed of dissolution is made on [insert date] Parties 1 Each of the persons whose names and addresses are listed in [Part A of] Schedule 1 (each a Partner and together the Partners). Background (A) The Partners carry on the Business as a general partnership under the Business Name in accordance with the terms of the Partnership Agreement. (B) The Partners have agreed to transfer the Continuing Assets to the Continuing Partners on the terms of the Asset Sale Agreement and that the Continuing Partners shall be entitled to carry on the Business under the Business Name as a going concern with effect from the Transfer Date. (C) The Partners wish to dissolve and wind up the Partnership [as provided for in clause [number] of the Partnership Agreement] on the terms of this deed. AGREED TERMS: 1 Definitions and interpretation 1.1 The definitions and rules of interpretation in the Partnership Agreement shall apply in...

Dive into our 9 Precedents related to Dissolved

FTT finds that director loan was not written off or released on liquidation (Quillan v HMRC)

Tax analysis: In Quillan, the First-tier Tax Tribunal (FTT) allowed the taxpayer’s appeal, finding that his director loan account balance was neither written off nor released for the purposes of section 415(1) of the Income Tax (Trading and Other Income) Act 2005 (ITTOIA 2005) on the liquidation of the company, contrary to HMRC’s guidance on this area in its Company Taxation Manual.

‘Half the truth is often a great lie’—Benjamin Franklin (Expert Tooling and Automation Ltd v Engie Power Ltd)

Commercial analysis: A case brought to the Court of Appeal challenging the High Court’s decision on the scope of fiduciary duty, informed consent and dishonesty. The court clarified that agents must fully disclose commissions (including the amount and method of funding) to avoid breaching fiduciary duties. Engie Power could only be liable as an accessory if dishonest and the court found the limitation period began when commission was paid, not when the contract was signed. The appeal was allowed in part. Written by Alexander Whatley, barrister at 3PB Chambers.

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1000 Power to strike off company not carrying on business or in operation

1000 Power to strike off company not carrying on business or in operation(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar may send to the company [a communication] inquiring whether the company is carrying on business or in operation.(2) If the registrar does not within [14 days of sending] [the communication] receive any answer to it, the registrar must within 14 days after the expiration of [that period]

1023 Liability for rentcharge on company's land after dissolution

(1) This section applies where on the dissolution of a company land in England and Wales or Northern Ireland that is subject to a rentcharge vests by operation of law in the Crown or any other person (“the proprietor”).(2) Neither the proprietor nor his successors in title are subject to any personal liability in respect of sums becoming due under the rentcharge, except sums becoming due after the proprietor, or some person claiming under or through him, has taken possession or control of the land or has entered into

Dissolved is referenced 2 in UK Parliament Acts

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