"It really is saving us a huge number of hours over the days, weeks and months. Having more relevant support at hand, not having to draft or review documents them from scratch - it all adds up."
Southampton FC
Access all documents on Voluntary winding up
The non-court based process by which a company's assets are realized for the benefit of its creditors.
A voluntary winding up does not involve court proceedings and is instead instigated by the company passing a resolution. Such a winding up is either a members' voluntary winding up if the directors swear a statutory declaration that the company is solvent, or a creditors' voluntary winding up if they do not. In the former the winding up is under the control of the members of the company and in the latter it is under the control of the company's creditors.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.
For our full legal glossary and more legal research sources, register for a free Lexis+ trial
Leasing or buying from a liquidator (Scotland)—checklist Title Compulsory liquidation The title deeds should include: • a certified true copy of the interlocutor ordering the winding up of the company and appointing the liquidator • certified copies of either: ◦ the resolution passed at the creditors' meeting appointing the liquidator; or ◦ the resolution passed at the contributories’ meeting appointing the liquidator together with a certificate issued by or on behalf of the liquidator that a creditors meeting was duly held and either confirmed the contributories’ appointment or did not pass a resolution nominating a liquidator, or ◦ the court’s order appointing the liquidator under either: ‣ section 139(4) of the Insolvency Act 1986 (IA 1986), (overruling the creditors’ appointment, which otherwise takes precedence over any appointment contained in the winding up resolution—see IA 1986, s 139(3)), or ‣ IA 1986, s 140 (for any winding-up following administration or voluntary arrangement) Creditors’ voluntary liquidation The title deeds should include: • a certified copy of the winding up resolution passed at...
Removal of an office-holder—checklist Where a creditor is dissatisfied with the action of an office-holder and resolution cannot be reached between the parties the insolvency legislation, namely the Insolvency Act 1986 (IA 1986) and Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, provide mechanisms to remove the office-holder. These developed in line with the decision-making procedure for creditors created by IR 2016, SI 2016/1024, Pt 15. See: Creditor communication and decision procedures—overview. It should be remembered that there are other ways that an office holder may vacate office such as resignation or death. For further information, see: Procedure for retirement or resignation of an office-holder—checklist. The Corporate Insolvency and Governance Act 2020 received Royal Assent on 25 June 2020 and introduced a new moratorium procedure. For further details, see Practice Note: Moratorium. The appointment of a monitor is a crucial part of that process and there are provisions for the replacement of the monitor in certain circumstances and/or the appointment of an additional monitor by court order (see...
Discover our 7 Checklists on Voluntary winding up
This Practice Note sets out guidance as to what happens when proceedings have been commenced against a company and:•a winding-up petition is presented against the company, or•the company's members pass a resolution to wind it up through a creditors' voluntary liquidation (CVL)Any formal insolvency proceeding is a collective remedy. This means that all unsecured creditors rank equally. A judgment obtained in any proceedings against the company does not create any form of priority over other creditors in the same class. Nor is a judgment any form of security. It follows that the decision whether to continue proceedings against a company which is being wound up is primarily a commercial one rather than a legal one. There is frequently no commercial advantage in incurring further legal costs against an insolvent company. For further reading, see: Proof of debt—overview.It should also be borne in mind that any disposition of any company property after the presentation of a winding-up petition is void under section 127 of the Insolvency Act 1986 (IA 1986) unless:•it...
The role and functions of a liquidatorA liquidator must be a licensed insolvency practitioner and authorised by a recognised professional body or the Secretary of State.In basic terms, a liquidator’s function is to secure the assets of the company and ensure that they are realised and distributed to the company’s creditors and, if there is any surplus, to the company’s contributories. A liquidator must fulfil this function following the duties imposed and powers granted to them under the Insolvency Act 1986 (IA 1986) and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024.Liquidators have a duty to act in the interests of creditors and contributories generally and as such must exercise a high standard of care and skill. They must always act impartially and independently.A liquidator acts as an agent on behalf of the company, although in a somewhat different way to a standard agent in that this agent directs the principal as well as acts for it. The liquidator does not stand in the shoes of the...
Discover our 61 Practice Notes on Voluntary winding up
Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment • means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control • has the meaning given...
Unapproved share option agreement—standalone deed for employee This AGREEMENT is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company);[and] 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) [and] 3 [[insert name of grantor (if different from company)] of [insert address of grantor] (the Grantor)] Background (A) [The Company has agreed to grant to the Option Holder as at the date of this Agreement an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement.] (B) [The Company will satisfy the exercise of the Option by transferring or procuring the...
Dive into our 19 Precedents related to Voluntary winding up
Where a commercial tenant company dissolves on the basis of a non-insolvent voluntary liquidation leaving ongoing liabilities under LTA 1954 lease, what are the landlord’s remedies in respect of the continuing obligations ie rent and dilapidations, including any preemptive steps? Members voluntary liquidation It has been assumed this Q&A refers to a members voluntary winding up which can only take place where the company is solvent and the creditors will be paid in full. A voluntary winding up must be commenced by a special resolution of the company under section 84 of the Insolvency Act 1986 (IA 1986). For more information in respect of members voluntary liquidation (MVL), see Practice Note: Quick guide to property insolvency and Members' voluntary liquidation (MVL)—overview and Practice Note: What is a members’ voluntary liquidation and when is it typically used? The landlord is able to prove for amounts due under the lease including for sums due in the future (discounted to reflect a debt payable in the future) and be...
A client is in voluntary liquidation and has the benefit of an overage over some land. The liquidation should be finalised shortly. Can the benefit of the overage be assigned to a third party before its finalised? In answering this Q&A, we have considered the power of a liquidator to deal with the company’s assets after the commencement of liquidation. Section 107 of the Insolvency Act 1986 (IA 1986), which applies to both members’ and creditors’ voluntary liquidation, provides that the company’s property shall, on winding up, be applied in satisfaction of the company’s liabilities and, subject to that application, shall (unless the articles otherwise provide) be distributed among the members according to their rights and interest in the company. Following the commencement of liquidation, the liquidator is primarily responsible for carrying out the winding up of the company’s business. By IA 1986, s 165(2) and IA 1986, Sch
See the 47 Q&As about Voluntary winding up
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.
Insurance & Reinsurance analysis: The Court of Appeal applied ordinary black letter contractual interpretation in construing a non-assignment clause in a contract for sale. As the Court of Appeal stated: ‘At its core, this appeal raises a single issue of contractual interpretation’. The appeal considered whether a party who entered into an insurance contract to protect against the late delivery of two planes which resulted by reason of Japanese law in the automatic assignment of its interest in the planes could be considered to have violated a non-assignment clause in the sale contract. The Court of Appeal applying the usual rules of construction found that the non-assignment clause was only engaged where a party was responsible for the assignment and not where assignment occurred independently of the party, on the facts of this case by the operation of Japanese Law. Written by Lauren Godfrey, barrister at Gatehouse Chambers.
Read the latest 3 News articles on Voluntary winding up
**Trials are provided to all ÑÇÖÞÉ«ÇéÍø content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these ÑÇÖÞÉ«ÇéÍø services please email customer service via our online form. Free trials are only available to individuals based in the UK, Ireland and selected UK overseas territories and Caribbean countries. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
0330 161 1234