output_train_insolvency_bot_with_gpt-4o.csv

question_no	question_text	bot_response	bot_response_time	bot_response_attempts	bot_statutes	bot_cases	bot_forms
Q1	I left a position a couple of months ago after a disagreement with the other director on the direction of the company. I signed a stock transfer form a month ago to return the 5% I had in the business and assumed it was dealt with after I was told it would be filed and I would be removed. Today, the other director dropped the keys for the offices rented by the business and a note saying I was never taken off of the business and to sell all of the assets, close down the business and pay off the debts (along with sending the other director some money). It came a bit out of left field and I'm fairly new to business but I assumed when I signed that form it removed all of my permissions from doing anything with company assets or filings? Any advice would help as I currently don't know what to do other than send the keys back recorded delivery so I cannot be accused of theft or anything.	It sounds like you're in a difficult situation. Firstly, it's important to clarify your legal position with regard to the company. Here are some steps and considerations you may want to take: 1. **Verify Your Status as Director**: Check whether your resignation as a director has been officially filed with Companies House. This would involve filing a Form TM01, which is used to terminate the appointment of an individual as a company director. If this hasn't been done, you are still officially a director, along with its responsibilities and potential liabilities. 2. **Stock Transfer and Shareholding**: If you signed a stock transfer form to return your shares, ensure that this was duly filed and registered. Confirm with the company or its legal advisors that you no longer hold any shares. 3. **Responsibilities and Liabilities**: As long as you remain a director, you are responsible for ensuring the company fulfills its obligations, including settling debts. If the company is unable to pay its debts, it may be deemed insolvent under section 123 of the Insolvency Act 1986. In such a case, it's crucial to act in the interests of creditors. 4. **Insolvency Considerations**: If the company cannot pay its debts, consider whether a winding-up petition under section 124 of the Insolvency Act 1986 is appropriate. The test of insolvency can be both a cash-flow test and a balance-sheet test, as discussed in cases like **Casa Estates (UK) Ltd, Re** and **Cheyne Finance plc, Re**. 5. **Assets and Liabilities**: Evaluate the company's assets and liabilities carefully. This includes prospective and contingent liabilities, as highlighted in the **BNY Corporate Trustee Service Ltd v Eurosail** case. 6. **Legal Duties as Director**: Be aware of your duties and potential implications for misconduct, as illustrated in the **Bradcrown Ltd, Re** case. You should avoid any actions that could be seen as misuse of the company’s assets, especially if insolvency proceedings might be pursued. 7. **Seek Professional Advice**: Engaging with a solicitor or insolvency practitioner can help protect your interests and ensure compliance with the law. They can also assist in handling any necessary insolvency proceedings. 8. **Communication with the Other Director**: React appropriately to any instructions from the other director. Returning the keys via recorded delivery is prudent to avoid liability for the company’s assets. It's important to address these matters promptly to avoid any personal liability or complications. If you continue to have concerns, seeking independent legal advice would be beneficial.	5.901329040527344	1	Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 371 (Bankruptcy)|Insolvency Act 1986 section 234 (Miscellaneous Provisions Applying to Companies Which are Insolvent or in Liquidation)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)	Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Lancefield v Lancefield [2002] 4 WLUK 467 (Jurisdiction; Partnerships; Winding-up orders)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|Bradcrown Ltd, Re [2002] B.C.C. 428 (Directors' duties and powers; Misconduct; Disqualification)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Companies House Form AP01: Use this online form to appoint an individual as a company director.|Companies House Form TM01: Use this form to terminate the appointment of an individual or corporate director.|Companies House Form AM15: Use this form to give notice of the resignation of the administrator.
Q2	Hi, I hope someone can help advise as Citizens advice are a 14 day turn around and I feel so angry and stressed. My partner was working for a subcontractor I will refer to as X and he subcontracts from Y who then subcontracts from a massive house builder in the UK. X had been booking in work with Y and the work hadn't been done so when Y found out they said he wouldn't be getting anymore more money to pay his 13 guys wages. So now my partner hasn't been paid £1800 after tax becuase of this. Apparently X doesn't have the money and he owes Y over £30k. My partner has tried to contact X and be reasonable about it but he started off saying my partner was at the top of his priority list and he would be paid the money, it is now 3 weeks later and X is ignoring calls and texts. Never in our lives have we struggled like this, we are a large family my partner and I have 8 children together and have now had to use a food bank for the last 2 weeks which we have never had to do as we have been pay check to pay check since covid as we didn't take any of the gouverment grants and this has massively set us back. Please can someone help, what can we do, can I persue X, Y and the massive UK house builder? Should I call. The massive UK house builder and speak to them and let them know the kind of guy that has been subcontracted? Would they even care? We can't let this just be accepted as a loss of £1800 as its put us in debt and it has really affected our family massively. Many Thanks in advance for anyone who takes the time to read and respond.	I understand your distress and the urgency of the situation. Let me provide some guidance on your legal options. 1. **Direct Approach to X**: Since X is the direct employer/subcontractor responsible for paying your partner, the first step is to formally request payment. This can involve sending a formal letter before action. You can outline the amount owed and specify a timeframe for payment. Highlight any previous commitments made by X to pay your partner. 2. **Legal Action Against X**: - If X continues to ignore attempts for resolution, consider legal action for the recovery of wages owed. This might involve submitting a claim to the small claims court for unpaid wages. - The **Insolvency Act 1986**, specifically sections 123 and 124, could be relevant if X is unable to pay its debts. If you believe X is insolvent, you might consider supporting a winding-up petition, though this is a complex step and primarily leads to liquidation rather than recovery of assets directly. 3. **Piercing the Corporate Veil**: - Normally, claims are directed at the company itself (X), but in cases where a company's separate legal personality is used to evade liabilities, the courts might pierce the corporate veil. In *Prest v Petrodel Resources Ltd [2013] UKSC 34*, the court allowed assets held by a company to be reclaimed due to the improper conduct of a director. However, this is a complex route and usually requires evidence of fraud or misuse. - *Gilford Motor Co. Ltd v Horne [1933] Ch. 935* might be relevant here if X is found to use the company as a front to evade financial obligations. 4. **Contacting Y and the Main Contractor**: - It could be beneficial to reach out to Y and possibly the main contractor to inform them of X's conduct. While they may not be contractually obligated to pay your partner, they might exert pressure on X to resolve its arrears. - *Adams v Cape Industries Plc (1990) BCLC 479* emphasizes the independent legal responsibilities of separate companies, so enforcing a direct claim against Y or the house builder might not be feasible unless there's evidence of direct involvement or misrepresentation. 5. **Citizens Advice and Legal Aid**: - Given the financial strain, a consultation with Citizens Advice or accessing legal aid services when they become available can provide additional support. - Furthermore, contacting a solicitor who specializes in employment or contract law might offer specific guidance tailored to your partner's circumstances. 6. **Seeking Settlements**: - Sometimes these issues can be resolved more swiftly outside of court through mediation or negotiation, potentially with the assistance of a legal expert. I recommend documenting all communications and keeping records of any promises or admissions made by X. This evidence will be crucial if legal proceedings become necessary. If the situation does not resolve soon, consider the legal options mentioned, and consulting a solicitor might expedite an effective resolution.	6.858734607696533	1	Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 43 (A company's capacity and related matters)|Insolvency Act 1986 section 222 (Winding Up of Unregistered Companies)	"Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Rowntree Ventures Ltd v Oak Property Partners Ltd [2016] EWHC 1523 (Ch) (Rescue Procedures; Notion of insolvency; Cash-flows; Balance-sheets; Inability to pay debts)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Petitioner v Company [2022] 6 WLUK 131 (Coronavirus; Demands; Inability to pay debts; Loan agreements; Winding-up petitions
)|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)"	Companies House Form RT01: Use this form to apply to Companies House to get your company restored.|Companies House Form MT03: Tell Companies House that a moratorium has ended early.|Companies House Form DS01: Use this service to apply to strike off a company from the Companies House register. It costs £8 to apply online, or £10 for a paper application.
Q3	Good Evening, I am in an extremely difficult situation and I'm looking for a specialist lawyer who can help me with the following: Company A is a trading company that has been in business since 2008 and has been liquidated in 2023. Company B is a property company that has been in business since 2020. We are currently in liquidation with Company A, and one of the creditors is a bank due to an RLS loan. This loan is a cross-guarantee, which means that in case of liquidation, the property company is liable to pay this amount. Background: Company A gave an intercompany loan to Company B to facilitate the purchase of an industrial unit. As Company A is in liquidation, the insolvency practitioner will be asking for the loan amount to be repaid. This means that not only is Company B liable to pay the RLS, but they will also be liable to pay the intercompany loan along with the mortgage on Company B. This puts Company B in a difficult position, and the liquidators are putting pressure on them and asking to put Company B into administration with them. This way, they can sell the industrial unit and I will lose everything I have worked for over the last 17 years. I am here to get some advice, help, and support, but I feel like I have lost it all. Is there any point in carrying on....?	Good evening, I'm truly sorry to hear about your challenging situation. It seems you're dealing with significant legal and financial complexities involving Company A and Company B, particularly with the cross-liability and pressure from liquidators. There are several key points and potential legal avenues you might consider exploring with a specialist insolvency lawyer: ### 1. **Assessing the Notion of Insolvency** Understanding the financial position of Company B is crucial. The **Insolvency Act 1986**, particularly section **123**, defines when a company is deemed unable to pay its debts. Both the cash-flow test (ability to pay debts as they fall due) and the balance-sheet test (liabilities exceeding assets) could be relevant. The Court of Appeal in cases like **Re Casa Estates (UK) Ltd [2014] EWCA Civ 383** emphasizes using both tests to assess insolvency. ### 2. **Director's Duties and Liabilities** As a director, your duties under the **Companies Act 2006** include acting in the best interests of the company and considering creditors' interests in insolvency under section **172(3)**. In **HLC Environmental Projects Ltd, Re [2013]**, misfeasance claims were made against directors who failed to act appropriately. It’s vital to ensure you've fulfilled your duties to minimize personal liability. ### 3. **Potential Misfeasance Claims** The actions of the directors might be scrutinized under the **Insolvency Act 1986**. If any transactions appear undervalued or preferential, similar to the situations in **Casa Estates**, challenges could be raised. It’s critical to demonstrate that all decisions were made in good faith and in the company's best interests given circumstances. ### 4. **Intercompany Loans and Cross-Liabilities** The pressure to repay intercompany loans is understandable, but the enforceability can depend on the terms and the company’s status. An analysis might be required to determine if any legal defenses or strategies can be used to defer or limit liabilities. ### 5. **Exploration of a Moratorium** Section **A16** of the **Insolvency Act 1986** refers to moratoriums, which can provide temporary protection from creditors, offering breathing space to restructure effectively. This might be worth considering, as it can temporarily forestall action by creditors and allow time to explore options. ### 6. **Administration vs. Liquidation** Entering administration might provide a structured way to manage affairs and might be more beneficial than liquidation, as the primary goal is to rescue the company as a going concern or achieve a better result for creditors. ### 7. **Scheme of Arrangement or Company Voluntary Arrangement (CVA)** You might explore negotiation or a scheme of arrangement under sections 895-901 of the **Companies Act 2006**, or a CVA, which could help restructure debts. This was seen in the **Maxwell Communications Corporation Plc (No 2), Re** case where schemes were beneficial. ### 8. **Legal Representation and Guidance** Consult with an insolvency lawyer who specializes in these matters. They can provide detailed advice tailored to your specific circumstances, help you understand all legal obligations, and explore potential strategies to mitigate your liabilities and protect your assets. ### 9. **Documentation and Compliance** Make sure all your actions and communications are well-documented, and you comply with statutory requirements such as notice and documentation with Companies House (using forms like **AM22** for moving to creditors' voluntary liquidation, if necessary). I understand this situation can be overwhelming, but with appropriate legal guidance, there may be strategies to minimize the impact and explore opportunities for restructuring or negotiations. Stay focused on gathering the necessary documentation and consult with a lawyer who can assist you in navigating through this complex scenario.	10.908149242401123	1	Insolvency Act 1986 section 95 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section A16 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	HLC Environmental Projects Ltd, Re [2013] EWHC 2876 (Ch) (Cash flows; Notion of insolvency; Directors' liabilities; Directors' powers and duties; Liquidators' powers and duties; Misfeasance; Payments in insolvency)|Maxwell Communications Corporation Plc (No 2), Re [1993] B.C.C. 369 (Debt; Schemes of arrangement; Subordination)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Eurofood IFSC ltd, Re [2006] Ch. 508 C-341/04  (Centre of main interests; EU law; Commencement; Corporate insolvency; Insolvency proceedings; Recognition of judgments; Subsidiary companies)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Companies House Form WU04: Use this form to give notice of the appointment of liquidator in a winding-up by the court.|Companies House Form AM22: Use this form to give notice of a move from administration to creditors' voluntary liquidation.|Companies House Form 600CH: Use this form to tell Companies House of an appointment of liquidator in a voluntary winding up by the members or creditors.
Q4	I know that LTD company debts, stay with the LTD company, and a personal individual cannot be chased for this. What happens when it's the other way round. A personal debt against an individual who is the sole director of multiple LTD companies? Can company assets be seized to pay a personal debt?	In England, the principle of separate legal personality established in the landmark case of **Salomon v Salomon & Co. [1897] AC 22** means that a company is considered a separate legal entity from its shareholders and directors. This doctrine generally protects the assets of a company from being used to settle the personal debts of its directors and vice versa. In typical circumstances, a director's personal creditors cannot seize the assets of a company to satisfy the director's personal debts. The company's assets belong to the company, not the director, even if the director is the sole shareholder or director. However, there are certain exceptional circumstances where this separation might be challenged, such as: 1. **Piercing the Corporate Veil**: Courts can pierce the corporate veil if the company is being used as a façade to conceal the true facts of a situation, such as in **Gilford Motor Co. Ltd v Horne [1933] Ch. 935**, where a company was used to avoid restrictive covenants. The courts will look for improper or fraudulent use of the company. 2. **Fiduciary Duties and Asset Transfers**: If a director transfers personal assets to a company in an attempt to avoid personal liability or creditors, such transfers could be challenged and reversed. **Gencor ACP Ltd v Dalby [2000] 7 WLUK 805** illustrates circumstances under which such activity might be scrutinized, specifically where company assets are used as a personal bank account for directors. 3. **Shadow Directors and Transactions at an Undervalue**: In **Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch)**, the liability of individuals acting as shadow directors or participating in undervalue transactions was questioned, though there was not sufficient evidence in this particular case. While these exceptions exist, they are applied sparingly and require substantial evidence of misuse of the corporate form or breach of fiduciary duty. If you are facing such a complex situation, legal advice specific to your particular circumstances is essential, especially concerning potential liabilities or challenges you might face. Taking proactive steps to manage and structure the separation of personal and company affairs conscientiously is also advisable to prevent legal issues related to personal debts.	6.4557201862335205	1	Company Directors Disqualification Act 1986 section 15|Insolvency Act 1986 section 373 (Individual Insolvency: General Provisions)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 1187 (Company directors: foreign disqualification etc)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)	Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|PSV 1982 v Langdon [2022] EWCA Civ 1319 (Cross-Border Insolvency; Directors disqualification; Directors' liabilities; Liquidation)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re Glam and Tan Ltd [2022] EWHC 855 (Ch) (De facto directors; Directors' powers and duties; Distributions; Dividends; Liquidators' powers and duties)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Companies House Form 600CH: Use this form to tell Companies House of an appointment of liquidator in a voluntary winding up by the members or creditors.|Companies House Form MT03: Tell Companies House that a moratorium has ended early.|Companies House Form LIQ02: Use this form to give notice of a statement of affairs.
Q5	"I posted a thread s few weeks back about ""closing my ltd company and who to pay"" and got some really helpful advice. Today I got a phone call from a debt collection agency, on behalf of Utility Bidder ( a comparison site for business energy) who I went thru when energy prices were rising and I wanted to secure the best price. Apparently I have broken the contract by not seeing out the whole 3 yr term and they're chasing me for about 1k inc vat. I told him I had applied to companies House to dissolve the company and he told me I wouldn't be able to because I have this outstanding debt with them and I should see an insolvency practitioner. When I told him that I wasnt going to spend 2k+ to settle a 1k debt ,he suggested a payment plan. I asked for time to get some advice because obviously the company has no money with which to pay. He suggested that I should ""find the money from somewhere"". I was a very small bakery and essentially all the equipment was mine, most of it I owned before I set up, some I bought but with my own money, and I used the company money to buy mainly ingredients and small things like replacement knives/bowls. I stopped trading on 24th Dec, I gave notice on my unit and moved out on 18th Jan. I have not traded since and there is no outstanding payments due for goods i supplied. Do I just stick to my guns and let it run its course till they run out of steam?"	Based on your situation, there are a few aspects to consider regarding your company's potential dissolution and the outstanding debt with Utility Bidder. Here's a breakdown of your options and considerations within the legal framework: 1. **Outstanding Debt and Dissolution:** - When dissolving a company, it is generally required for the company to settle its debts. The existence of an outstanding debt can indeed prevent the dissolution process from completing. Under the Insolvency Act 1986, section 122, a company can be wound up by the court if it cannot pay its debts. 2. **Debt and Creditor Negotiation:** - You mentioned the suggestion of a payment plan. Negotiating a payment plan with the creditor can be a practical approach to resolving the debt without the need to enter formal insolvency procedures, which can be costly and complex. 3. **Potential Insolvency Procedures:** - If your company cannot settle its debts, you may have to consider formal insolvency procedures. A creditors' voluntary liquidation might be appropriate if there are other debts or if the company is insolvent. However, consulting with an insolvency practitioner, despite the cost, can provide clarity on whether this is necessary. 4. **Asset Ownership:** - It's important to clearly distinguish between personal and company assets in this situation. If the equipment belongs personally to you, it should not be part of the liquidation assets unless legally transferred to the company. 5. **Seeing an Insolvency Practitioner:** - Though costly, an insolvency practitioner can provide a review of your company's situation. They can determine the best course of action given the company's insolvency status, as outlined in **Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch)** which emphasizes the consideration of prospective liabilities. 6. **Use of Companies House Forms:** - If you decide to proceed with winding up, you'll need to use the appropriate forms such as Companies House Form LIQ02 for notice of a statement of affairs. However, this should be considered within the legal obligations of settling debts first. 7. **Directors’ Duties:** - As a director, your duty is to act in the best interests of creditors once a company is insolvent, as discussed in **BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch)**. Selling assets for personal gain, if those assets were acquired by company funds, might breach fiduciary duties. 8. **Consider Future Funding:** - The notion of insolvency in **Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA)** suggests that hopes for future funding are not adequate to stave off insolvency actions, emphasising the need for tangible resolutions like payment plans or debt settlements. Ultimately, it's important to weigh the cost of seeing an insolvency practitioner against the benefits of resolving this matter early. Letting the issue “run its course” can result in further legal complications. Therefore, negotiating with the creditor and understanding the implications of insolvency laws will be crucial in your next steps.	8.139376401901245	1	Companies Act 2006 section 251 (A company's directors)|Insolvency Act 1986 section A16 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|King v Anthony [1998] 2 B.C.L.C. 517 (Individual voluntary arrangements; Insolvency practitioners)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Companies House Form LIQ02: Use this form to give notice of a statement of affairs.|Companies House Form AM23: Use this form to give notice of the move from administration to dissolution.|Companies House Form IC02: Use this form to give notice that a company no longer wishes to be an investment company.
Q6	A creditor committee had been formed a few months ago in a quick time, without involving any voting or consent from the creditors. We have found the creditor committee is not doing thing for the best interest of the creditors. We may take the following action. 1. To remove some existing members and to be replaced by some others. 2. To add some new members. Can we do it and how can we do it? Thanks	To address your concerns with the creditors' committee, it is essential to adhere to the appropriate procedures and legal requirements. Here is how you can proceed based on the statutory framework in England: 1. **Removing and Replacing Members**: - According to The Insolvency (England and Wales) Rules 2016, specifically Rule 17.8, the removal and replacement of committee members can be possible with the agreement of a majority of the remaining creditor members, provided the committee does not fall below three creditor members. - Notice should be given to the current committee members, and a meeting may need to be convened where these changes can be proposed and voted on by other committee members. 2. **Adding New Members**: - As per Rule 17.8, any addition of new members would again require the majority agreement of the existing creditor committee members, and the new member must agree to act as part of the committee. - Appropriate notice of the nomination and proposed voting should be provided to all relevant parties. 3. **Procedural Steps**: - **Determine Support**: Ensure you have the support of the majority of the current members. - **Notify Committee and Creditors**: Provide notice of the proposed changes and call for a meeting if necessary. - **Formal Meeting and Voting**: Convene a meeting to formally discuss and vote on the proposed changes. - **Use of Forms**: Use Companies House Form COM2 to notify any changes in the membership of the creditors' committee officially. 4. **Legal Considerations**: - It is crucial to ensure that all actions are in compliance with the Insolvency Act 1986 and relevant rules. - Ensure that all proceedings are documented appropriately and that all changes are notified to Companies House as necessary using the appropriate forms. By following these steps and ensuring that all legal requirements and protocols are maintained, you can work towards restructuring the creditors' committee to better represent and act in the interests of the creditors. It might also be beneficial to seek legal advice or involve professionals if the situation is complex or contentious.	5.6649534702301025	1	The Insolvency (England and Wales) Rules 2016 section 17.8 (CREDITORS' AND LIQUIDATION COMMITTEE)|Insolvency Act 1986 section 301 (Bankruptcy)|Insolvency Act 1986 section 49 (Receivership)	Re Smile Telecoms SA [2022] EWHC 740 (Ch) (Business restructuring; Classes of creditors; Debt restructuring; Discretion; Expert evidence; Foreign companies; Cross-border insolvency; Opposition; Schemes of arrangement)|St George’s Property Services (London) Ltd (in admin.), Re [2011] EWCA Civ858 (Administration; Administrators; Administrators' powers and duties; Extortionate credit transactions; Removal; Replacement administrators; Unsecured creditors)|Lehman Brothers Int’l (Europe) (in admin.) Re [2014] EWHC 704 (Ch) (Administration; Contributories; Foreign currency transactions; Liquidation; Set-off; Subordination agreements)	"Companies House Form SH11: Use this form to give notice of the rights attached to a new class of members for a company without share capital.|Companies House Form COM1: Use this form to give notice of the establishment of a creditors' or liquidation committee.

|Companies House Form COM2: Use this form to give notice of a change of membership of a creditors' or liquidation committee."
Q7	We have a ltd company with 2 shareholders/directors. Unfortunately over the last year work has really quietened down. Also the other shareholder/director would like to leave the company for new ventures. This would leave us in a position where the business could no longer carry on. We have no debt and no overdrawn directors accounts. we didn't take any bounce back loans. All vat bills would be paid as would Cox. The only thing we wouldnt have enough money for is to terminate our telecoms contract which has 7 years left. (they are completely unreasonable and not budging) Would we require liquidators purely for this reason? Thanks.	Given the circumstances you have described, it appears that the main concern hindering the straightforward winding up of your company is the telecoms contract with seven years remaining. Here are some considerations and steps you could take: 1. **Assessment of Insolvency**: - Under the Insolvency Act 1986, a company is deemed unable to pay its debts (Insolvency Act 1986 section 123) if it cannot meet its liabilities as they fall due. - Since you mention no significant debts other than the telecoms contract, it's essential to assess if the potential breach of this contract would render the company insolvent. Consideration of both the cash-flow test and balance sheet test, as mentioned in *Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383*, could be relevant here. 2. **Good Faith and Honest Dealings**: - Ensure that any steps you take in winding up the company adhere to principles of good faith and do not unjustifiably disadvantage your creditors, as outlined in cases like *Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38*. 3. **Negotiating with the Telecom Provider**: - Attempt further negotiation to reach a compromise with the provider. Highlight that carrying through with the contract may lead to liquidation, and they may not recover the full sum compared to a negotiated settlement. 4. **Voluntary Liquidation**: - If it appears that negotiating with the telecom provider is not feasible, and paying off obligations would lead to insolvency under section 123, a voluntary liquidation might be the appropriate route. - Members' voluntary liquidation (MVL) could be considered since you are solvent, provided you obtain a statutory declaration of solvency from the directors. If creditors' agreement cannot be reached, a creditors’ voluntary liquidation (CVL) may be necessary. 5. **Directors' Duties**: - Ensure compliance with fiduciary duties under the Companies Act 2006, especially if there are doubts concerning solvency where director actions focus on creditor interests as supported by *BTI 2014 LLC v Sequana SA [2016] EWHC 1686*. 6. **Formalities with Companies House**: - If the other director wishes to terminate their appointment, ensure the correct filing of Companies House Form TM01 for director removal. - If the company becomes dormant, Form AA02 can be used to submit dormant accounts. 7. **Legal and Professional Advice**: - Given the complexities and potential consequences of early contract termination, it might be prudent to consult with an insolvency practitioner or legal expert to craft a strategy that minimizes risks and aligns with statutory obligations under sections 122 and 124 of the Insolvency Act. Overall, while the telecoms contract represents a hurdle, exploring negotiations, legal routes for liquidation, and professional guidance should provide a path forward.	6.717685699462891	1	Companies Act 2006 section 3 (General introductory provisions)|Companies Act 2006 section 58 (A company's name)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|SSSL Realisations (2002) Ltd (in liq.), Re [2006] EWCA Civ 7 (Creditors; Deeds; Distribution of assets; Equitable charges; Indemnities; Set-off; Subordination)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Companies House Form AA02: Use this form to submit dormant accounts for a company limited by shares.|Companies House Form TM01: Use this form to terminate the appointment of an individual or corporate director.|Companies House Form MT03: Tell Companies House that a moratorium has ended early.
Q8	We've screwed up. We informed our landlord that we would like to execute a break clause in our lease (5 year contract with a 3-year break). As per our lease agreement, we need to provide the landlord at least 3 months notice on the break. We informed them 7 days too late to conform to that requirement (i.e. we've given them 2 months and 3 weeks notice). The person this fell to was out-of-action last week, when they were supposed to do this. Landlord is holding this against us, saying that we are too late, and are liable for the final 2 years. Note, we'd discussed this with the landlord several months ago, that we were looking to get out of the lease sooner as we no longer had enough space to operate effectively. The landlord even arranged viewings for prospective tenants. But we did not formally request it until today (too late). Where do we stand on this?	"In a situation where you have missed the deadline for exercising a break clause in your lease, there are several legal considerations and potential avenues you might explore. Here's a breakdown of relevant issues and advice: 1. **Strict Adherence to Lease Terms**: Lease agreements are typically strictly construed, and the terms, including deadlines for break clauses, are often enforced rigidly. Missing the notice period by even a few days could mean you have technically not adhered to the break clause requirements. 2. **Contractual Notice Provisions**: You mentioned that you have given notice 2 months and 3 weeks in advance instead of the required 3 months. If there is a ""time is of the essence"" clause in your lease regarding the notice period, even a small delay could potentially invalidate the break notice. 3. **Landlord’s Conduct and Estoppel**: Given that you had prior discussions with the landlord about your intention to exercise the break and that they facilitated viewings for prospective tenants, there may be an argument for equitable estoppel. This argument would suggest that the landlord's conduct led you to reasonably believe that strict adherence to the notice period would not be insisted upon. 4. **Prospective Tenant Viewings**: The landlord’s encouragement of viewings for new tenants may help bolster a claim of implied acceptance of your intention to break the lease, but this largely depends on the negotiations and any formal acknowledgments made in writing. 5. **Negotiation**: Given the circumstances, it may be worth negotiating with the landlord. They may prefer to re-let the premises to a new tenant rather than enforce the remaining lease term, especially if they had shown the property to potential new tenants previously. 6. **Potential Legal Recourse**: - Estoppel: You could argue that based on prior communications and actions, the landlord cannot now enforce the strict notice provisions. - Unfair Prejudice: Although largely applicable in corporate voluntary arrangements (CVAs) per cases like ""Prudential Assurance Co Ltd,"" concepts of fairness can inform negotiation strategies. 7. **Legal Advice**: It’s advisable to seek formal legal advice to assess the possibilities of either negotiating with the landlord or pursuing any legal avenues, such as estoppel. While cases like ""Lazari Properties 2 Ltd v New Look Retailers Ltd"" and ""Prudential Assurance Co Ltd v PRG Powerhouse Ltd"" pertain more to company voluntary arrangements and CVAs, they highlight the importance of fairness and the equitable treatment of creditors, which can inform your approach to negotiating with the landlord. Although these may not be directly applicable to a simple lease break scenario, they can provide insights into resolving disputes with creditors or landlords in a business context. Ultimately, the specific terms of your lease and any documented communications with your landlord will significantly influence your position. Seeking tailored legal advice to review your lease and any potential defenses or negotiation points will be crucial."	8.092988729476929	1	Companies Act 2006 section 154 (A company's directors)|Companies Act 2006 section 266 (Derivative claims and proceedings by members)|Companies Act 2006 section 251 (A company's directors)	BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Lazari Properties 2 Ltd v New Look Retailers Ltd [2021] EWHC 1209 (Classes of creditors; Company voluntary arrangements; Coronavirus; Debt restructuring; Equal treatment; Landlords' rights; Material irregularity)|Prudential Assurance Co Ltd v PRG Powerhouse Ltd [2007] EWHC 1002 (Ch) (Company voluntary arrangements; Unfairly prejudicial conduct)	Companies House Form AM05: Use this form to give notice of extension of time to seek approval of the administrator's proposals.|Companies House Form AM19: Use this form to give notice of the extension of period of administration.|Companies House Form AM21: Use this form to give notice of the end of administration.
Q9	Business has been a LTD Company since 2014 with good trading history in retail/B2B. Like many we suffered during covid after being closed and not being able to trade as normal. We restructured in some ways but still required retail store. We have recently had to close the retail store Nov 22 to reduce costs and restructure our customer base more towards B2B clients. After 3 months trading from a new non retail location we have come to the conclusion the business is no longer viable for various reasons. Business has 2 equal directors. BBL Natwest balance around £14k which has been paid consistently until Jan when we had to take a payment holiday to help with cash flow. We have an OD with bank of around 6K which has a directors guarantee, we could probably cover this with sale of assets. CH & HMRC in good order. A few outstanding invoices from the closure retail store for around 7K, asset sale won't cover. Two lease cars both with 1 year each left on lease but leased via LTD company with no directors guarantee that we can see in the paperwork. Our customer base has pretty much dried up and the customers we do have are being very careful on what they spend since cost of living issue hit the media, so although we are trading we struggle with cash flow on a daily basis. I know these amounts are not huge but we feel like we are fighting a loosing battle and want to look at options of closing the business or selling it and moving on. But have no idea where to start. This I'm sure is a very common story after recent events and I never thought I would ever be even contemplating these options but it feels like the only option. Have read a few posts and seen the SpongeBob post but don't know what to do for best. Have a meeting with accountant soon to discuss but would be great-full for any advise. TIA	I understand your concerns about the financial challenges your business is facing, particularly in the aftermath of the COVID-19 pandemic and shifting market conditions. Here are some steps and legal considerations to help you assess your options: 1. **Current Financial Position and Debts:** - **Business Viability**: You've determined that the business is no longer viable. It's essential to accurately assess your financial position. The company has debts including a Bounce Back Loan (BBL) and an overdraft, along with outstanding invoices and lease obligations. 2. **Liabilities and Directors’ Guarantees:** - **Overdraft with Directors’ Guarantee**: Given that this is a personal guarantee, selling assets to repay this would help avoid personal liability. - **Lease Agreements**: If no personal guarantees exist for the car leases, the company is liable, not the directors. Evaluate the cost of terminating leases early. 3. **Insolvency Options:** - **Creditors’ Voluntary Liquidation (CVL)**: This is appropriate if you cannot solve the financial difficulties and aim to close the company via a structured insolvency procedure. This allows directors to appoint an insolvency practitioner to liquidate the company's assets. - **Administration**: This could provide breathing space to potentially restructure or sell valuable parts of the business. However, it seems from your description that there are limited options here due to depleted customer base and trading difficulties. - **Company Voluntary Arrangement (CVA)**: Formal agreement with creditors could be negotiated to pay back some debts while continuing trading. However, this requires a viable business model which may not be applicable in your scenario. 4. **Statutory Insolvency Tests:** - **Inability to Pay Debts (Insolvency Act 1986, section 123)**: As the company is struggling with cash flow and unable to meet its due debts, it would be deemed insolvent under this section. 5. **Directors’ Duties and Risk of Wrongful Trading:** - **Duty to Creditors**: As the business is insolvent or approaching insolvency, directors must prioritize creditors’ interests (BTI 2014 LLC v Sequana SA). - **Avoidance of Personal Liability**: Ensure decisions made now are in the best interests of creditors to avoid accusations of wrongful trading. 6. **Consult a Specialist:** - **Insolvency Practitioner**: They can guide on a CVL or administration process, identify options, and manage creditors. - **Legal Advice**: Informative discussions with your accountant are valuable but seek specific legal counsel regarding potential liabilities and next steps for a liquidation process. 7. **Potential for Business Sale:** - Selling business assets might be possible, but evaluating the value and marketability is essential. - If there are any parts of the business that remain viable or attractive, consider exploring a sale before full liquidation. These options should be discussed thoroughly with your accountant and, preferably, an insolvency practitioner. They will provide tailored advice based on a detailed understanding of your financial status and guide you through the most appropriate legal process depending on your circumstances.	7.702696323394775	1	Companies Act 2006 section 155 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Buchan and Ivey v Secretary of State for Trade and Industry (1997) IRLR 80 (Notion of directors; Employment)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	"Companies House Form CH02: Use this form to change the details of a corporate entity that is a director.
|Companies House Form AP01: Use this online form to appoint an individual as a company director.|Companies House Form AP02: Use this form to appoint a corporate body or firm as a director."
Q10	Hi everyone, long time lurker here. Fortunately, I've never needed to read this subsection until now! Bit of a backstory: I've been running a limited co for 6 years now, I've always had a bit of a hard time getting a hold of the accountants despite paying monthly retainers but the last couple of years have been particularly bad, late filings, no call backs and so on. I've recently switched to a new practice who have reviewed my accountants in full and immediately flagged a horrific situation. The accounts were a mess. The tax liabilities were much higher than expected and it turns out, I've unknowingly taken illegal dividends to the sum of 35k. I've spoken to a local liquidator who has stressed that this needs handled and I will be forced into personal bankruptcy, no question. I have no assets, everything was sold to keep the business going post-covid. Beyond the dividends, I owe personal tax. There's about 15k worth of equipment in the business and cash in the bank or due in. The top line has done well over the years but in the current climate, it will be almost impossible for the company to earn its way out of things. I'm wondering if there's any independent advice I could get? I'm terrified that if I go bankrupt, it will ruin my future prospects and could have been avoided. Thanks	Dealing with financial distress in a company can be very challenging, but it's important to approach this situation methodically to explore all possible solutions. Here are some steps and considerations based on the information you've provided: 1. **Illegal Dividends and Director Duties**: Taking unlawful dividends is a serious issue that needs addressing swiftly. Under the Companies Act 2006, directors are required to ensure the company is solvent before dividends are declared. Misfeasance claims, as explored in cases like *McTear v Eade [2019] EWHC 1673 (Ch)*, can arise from distributing profits when insolvent. However, aligning closely with new advisors and auditors to rectify these issues can mitigate personal liability concerns. 2. **Director's Misconduct and Disqualification**: Cases like *Lo-Line Electric Motors Ltd, Re [1988] Ch. 477* and *Official Receiver v Arron [2021] EWHC 1587 (Ch)* serve as reminders that director disqualification can occur for misconduct, including failing to manage the company correctly. You should demonstrate that any errors were inadvertent and you acted in good faith with the information available to you. 3. **Statutory Options for Winding Up and Insolvency**: Under sections 123 and 124 of the Insolvency Act 1986, a company may be deemed unable to pay its debts, and various parties, including directors or creditors, are eligible to present a winding-up petition. Getting advice on whether voluntary liquidation, as per Companies House Form 600CH, might be applicable is advisable. If insolvency is unavoidable, engaging a licensed insolvency practitioner to assist in winding-up proceedings could protect your interests. 4. **Alternatives to Bankruptcy**: Consider all restructuring options, such as Company Voluntary Arrangements (CVAs) or administration, which might offer a lifeline to continue trading under new arrangements. Early engagement with creditors, including the tax authorities, to negotiate terms can sometimes prevent the need for more drastic measures. 5. **Personal Bankruptcy Concerns**: If your personal liabilities are significant and unavoidable, discussing with a financial advisor about potential bankruptcy proceedings is important. However, if the company can be resolved correctly and efficiently, personal bankruptcy might not be necessary. 6. **Independent Professional Advice**: It might be beneficial to seek independent advice from a different insolvency practitioner or financial advisor who can offer a fresh perspective on your situation. The new accountants you are working with should be able to guide you regarding precise financial misstatements and their ramifications. 7. **Preventive Learning**: Lastly, ensuring that you understand the director’s duties spelled out in the Companies Act 2006 sections 393 and 414, among others, will provide a legal framework to prevent recurrence of similar problems in future ventures. Engaging with training or legal updates might be beneficial for you and your management team. Ultimately, while this situation is undoubtedly stressful, taking informed and timely actions can help mitigate potential liabilities and could avert personal bankruptcy. Seeking immediate, professional advice tailored to your specific circumstances will be key.	8.06502652168274	1	Companies Act 2006 section 414 (Accounts and reports)|Companies Act 2006 section 472 (Accounts and reports)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 393 (Accounts and reports)	McTear v Eade [2019] EWHC 1673 (Ch) (Breach of fiduciary duty; Directors' duties and powers; Limited liability partnerships; Liquidation; Misfeasance)|Lo-Line Electric Motors Ltd, Re [1988] Ch. 477 (Investigating and Suppressing Misconduct; Directors; Disqualification; Misconduct)|Pathania v Tashie-Lewis [2021] EWHC 526 (Ch) (Investigating and suppressing misconduct; Directors' duties and powers; Transactions at an undervalue)|Official Receiver v Arron [2021] EWHC 1587 (Ch) (Investigating and suppressing misconduct; Directors disqualification; Directors' powers and duties;)|Re Glam and Tan Ltd [2022] EWHC 855 (Ch) (De facto directors; Directors' powers and duties; Distributions; Dividends; Liquidators' powers and duties)|BTI 2014 LLC v Sequana SA [2022] UKSC 25 (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Spectrum Plus Ltd, Re [2005] UKHL 41 (Distribution of Assets; Book debts; Debentures; Fixed charges; Floating charges; Liquidation; Preferential creditors; Proof of debt; Security)|Johnson v Beighton [2019] EWHC 895 (Ch) (Investigating and suppressing misconduct; Directors' powers and duties; Contingent liabilities; Directors' liabilities; Knowledge; Liquidation; Wrongful trading)|Singer v Beckett [2001] BPIR 733 (Damages; Directors; Directors' liabilities; Directors' powers and duties; Liquidation; Wrongful trading; iNVESTIGATING AND SUPPRESSING MISCONDUCT)|Morris v Bank of India [2004] EWHC 528 (Ch) (Investigating and Suppressing Misconduct; Directors' duties and powers; Vicarious liability; Parent company; Tortious liability)	Companies House Form LIQ02: Use this form to give notice of a statement of affairs.|Companies House Form MT03: Tell Companies House that a moratorium has ended early.|Companies House Form 600CH: Use this form to tell Companies House of an appointment of liquidator in a voluntary winding up by the members or creditors.
Q11	I know TUPE applies when a business changes hands. I seem to remember reading TUPE also applies if an unrelated business takes over the premises of another business in the same sector and trades from the same location - is that correct? Example in our town. Butchers gone in to administration, staff left in limbo, talk that a new butcher will be opening in the same premises soon. Would TUPE apply in those circumstances?	"The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) is a significant piece of UK legislation that protects employees' rights when a business or undertaking transfers to a new employer. In the scenario you've described, whether TUPE applies can be somewhat complex and depends on specific circumstances. For TUPE to apply, there generally needs to be either: 1. A ""business transfer"": where an economic entity that retains its identity is transferred. This involves a transfer of significant assets or employees, such that the entity's ongoing operations are substantially similar to the pre-transfer situation. 2. A ""service provision change"": which involves a change in the provision of services, such as outsourcing or bringing operations back in-house. In the example you provided, although the new business is operating from the same premises and within the same industry (butchery), TUPE would not automatically apply solely based on these factors. The key determinant is whether there is a “transfer of an economic entity which retains its identity.” If the new butcher shop is an entirely separate business that has not acquired any of the business assets, employees, or customer base from the former business, TUPE is less likely to apply. However, if the new business has acquired assets (such as equipment or stock) or has retained employees from the previous butcher shop, and if it continues to operate in a way substantially similar to the previous business, there might be a case for TUPE to apply. In practical terms, the administrators handling the insolvency of the original butchers might be involved in selling assets or negotiating terms that could trigger TUPE obligations. It's worth considering these aspects carefully and seeking legal advice tailored to the specific transactions involved to assess the applicability of TUPE. For guidance, one might refer to case law on the sale of business and administration, such as *Charnley Davies Ltd (No 2), Re [1990] B.C.C. 605*, which discusses the duty of care and conduct during administration, which might indirectly highlight considerations around employees and contractual obligations during business transactions. If you're consulting or advising parties involved, it would be prudent to ensure all relevant parties understand their rights and obligations under TUPE and to get specific legal advice related to the transition."	5.733224868774414	1	Companies Act 2006 section 1204 (Business names)|Companies Act 2006 section 853C (Annual confirmation of accuracy of information on register)|Companies Act 2006 section 247 (A company's directors)	SSSL Realisations (2002) Ltd (in liq.), Re [2006] EWCA Civ 7 (Creditors; Deeds; Distribution of assets; Equitable charges; Indemnities; Set-off; Subordination)|Metro Nominees (Wandsworth) (No 1) Ltd v Rayment [2008] B.C.C. 40 (Administration; Breach of covenant; Business tenancies; Forfeiture; Permission)|Charnley Davies Ltd (No 2), Re [1990] B.C.C. 605 (Administration; Duty of care; Sale of business; Unfairly prejudicial conduct)	Companies House Form MR02: Use this form to register particulars of a charge where property has been acquired and the charge was created on or after 6 April 2013.|Companies House Form PSC04: Use this form to give notice of change of details for person with significant control.|Companies House Form PSC07: Use this form to give notice of ceasing to be an individual person with significant control, relevant legal entity or other registrable person.
Q12	Hi there, I wonder if anybody else has been through this and can shed some light on it, So we've been trying to save our business and we've come to terms to realise with world events we cannot continue the company is effectively dead as we sold a luxury not a need. However HSBC have been very supportive and we told them we cannot pay and they said they do a long term no affordability. Send a few letters tick a few boxes they have said in a nutshell. The bounce back loan at the moment is on a payment holiday. So costing us very little a month. I have to give credit to HSBC and their support and advice. But it's the question of how the company is closed. However when do we strike the company off normally my main question? We have no money to liquidate and it and HSBC said they wouldn't liquidate it either for a 12k bounce back loan. We had our total bounce back loan on designing a new product for our company and buying stock for it. Not ever used for personal consumption. Will the company be left in limbo and then companies house eventually strike off, we owe nobody else apart from bounce back loan and I've put my own money into company to try and save it but we have to come to the terms that the world events cost of living have killed our business. It's a real heart breaking situation having owned this company since 2012: but the world has changed. I feel allot of hurt personally. Thanks everybody. Has anybody else been through the process?	I'm sorry to hear about the difficulties your business is facing. Navigating the closure of a company can be challenging, especially with financial obligations like a bounce back loan. Let me provide some guidance on the process, considering the legal context. 1. **Voluntary Striking Off**: If your company has no debts other than the bounce back loan, and if HSBC's stance is supportive (as it seems from your description), you may consider applying to have the company struck off the Companies Register voluntarily. This is a relatively straightforward process but does require certain conditions to be met. 2. **Directors' Duties and Responsibilities**: In winding down the company, you should ensure that you continue to comply with your duties as a director, particularly in protecting creditors' interests, as outlined in *BTI 2014 LLC v Sequana SA [2022] UKSC 25*. While it seems you've done this in good faith, it's crucial to continue acting transparently, especially towards creditors. 3. **Creditors' Voluntary Liquidation (CVL)**: If you decide that striking off is not appropriate or feasible due to outstanding liabilities or other obligations, consider a creditors' voluntary liquidation (CVL). Although this can be costly, it is often the most appropriate way to wind down a company with debts, as seen in *Re Pure Zanzibar Ltd [2022] EWHC 971 (Ch)*. 4. **Insolvency Act Considerations**: Under the Insolvency Act 1986, particularly sections 122 and 123, a company can be wound up if it is unable to pay its debts. However, in light of your situation with HSBC, this seems more of a technical issue since they appear not to pursue aggressive recovery. 5. **Impact of Bounce Back Loan**: It's important to handle the bounce back loan carefully. While HSBC is not pursuing liquidation for this loan, ensure all actions during the wind-down do not imply personal gain or misuse of funds, so they fall under compliant use as mentioned. 6. **Formality and Notification**: Should you go ahead with striking off, you will need to notify all relevant parties, including employees, HMRC, and creditors (even if they are not pursuing actions). Use Companies House Form LIQ02 if a statement of affairs is required during a more formal liquidation process. 7. **Final Steps**: If you choose to dissolve the company, notify Companies House. If your company is simply left inactive, it may eventually be struck off by Companies House due to non-compliance (e.g., not filing accounts), but proactively applying to strike off is typically preferable. It’s advisable to consult with an insolvency practitioner or legal advisor to ensure all steps comply with legal obligations and to facilitate a seamless process. They can provide personalized advice, considering your specific circumstances and potential implications for your and the company’s financial and legal standing.	6.987029075622559	1	Insolvency Act 1986 section A18 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 251G (Debt relief orders)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|McTear v Eade [2019] EWHC 1673 (Ch) (Breach of fiduciary duty; Directors' duties and powers; Limited liability partnerships; Liquidation; Misfeasance)|Lo-Line Electric Motors Ltd, Re [1988] Ch. 477 (Investigating and Suppressing Misconduct; Directors; Disqualification; Misconduct)|Pathania v Tashie-Lewis [2021] EWHC 526 (Ch) (Investigating and suppressing misconduct; Directors' duties and powers; Transactions at an undervalue)|Re Pure Zanzibar Ltd [2022] EWHC 971 (Ch) (Creditors' voluntary winding-up; Directors disqualification; Disqualification periods; Mitigation; Wrongful trading)|Official Receiver v Arron [2021] EWHC 1587 (Ch) (Investigating and suppressing misconduct; Directors disqualification; Directors' powers and duties;)|BTI 2014 LLC v Sequana SA [2022] UKSC 25 (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Johnson v Beighton [2019] EWHC 895 (Ch) (Investigating and suppressing misconduct; Directors' powers and duties; Contingent liabilities; Directors' liabilities; Knowledge; Liquidation; Wrongful trading)|Singer v Beckett [2001] BPIR 733 (Damages; Directors; Directors' liabilities; Directors' powers and duties; Liquidation; Wrongful trading; iNVESTIGATING AND SUPPRESSING MISCONDUCT)|Morris v Bank of India [2004] EWHC 528 (Ch) (Investigating and Suppressing Misconduct; Directors' duties and powers; Vicarious liability; Parent company; Tortious liability)	Companies House Form LIQ02: Use this form to give notice of a statement of affairs.|Companies House Form RT01: Use this form to apply to Companies House to get your company restored.|Companies House Form MT03: Tell Companies House that a moratorium has ended early.
Q13	Sorry, bit of an essay, I am looking for some advice on a partnership matter. I am in a general partnership with one other; running a small retail shop. I manage nearly all the admin, finances etc, we both work in the shop and have one employee. We have managed to pay ourselves monthly drawings from profits for our time since we opened a few years ago, with a small additional profit on top most years. Drawings are related to hours worked and I get extra for admin time, though this generally doesn't accout for all the time I spend. I recently completed our tax return and became suspicious of our bank balance - we had a healthy buffer following the covid grants but this has gradually been eroded, and I have expressed concern to them several times, assuming that we were struggling and suggesting we might not be able to pay ourselves at the usual rate. We have a system whereby both partners are responsible for banking cash - we record amounts taken and are meant to record when they are paid in. My partner is very slack with record keeping and rarely fills in the paying in records or passes on paying in slips, and often needs prompting to pay in cash at end of month. I finally managed to check back through records we have both filled in for cash taken and payments received to bank - I know I should have done it sooner - and there is almost a £3000 shortfall in what they have recorded as taken and what they have paid in over last two years. When challenged they sent a letter apologising profusely saying they had got behind with paying in and record keeping, needed to borrow some cash, lost track of how much and basically panicked and buried head in sand and always intended to pay it back, but the reality is the money has been steadily taken over a two year period - generally something is paid in but has been short of what was actually taken from the till. They said they always intended to pay it back, but could never work it out and just ignored it, in hope that at some point they would be able to deal with it, and could never find the right time to tell me. I feel I am being taken for a mug. Alongside this they have proved to be pretty erratic in general - poor communication, record keeping and making silly errors (though some now seen more suspicious) which have cost us money. I end up spending a lot of time trying to track down errors or clear up the mess their errors cause, which has been quite stressful. They have quite a turbulent personal life which exacerbates errors and often precludes discussions about finances and procedures. My discovery of the shortfall comes at a time of personal crisis for my business partner which I have every sympathy for, but I am hurt and angry that they basically took cash from the business and let me stress about our finances without telling me that they had “borrowed” the cash. I have decided I no longer trust them and no longer want to be in the partnership - but am getting severe emotional blackmail from them regarding their personal situation and their involvement in the business. My questions are really about the technicalities of how to end it - we have a fairly thorough partnership agreement of which several terms with regard to paying in, handling cash and record keeping have been broken, so it would seems I have grounds to expel them, but as a two partner partnership, presumably this would result in instant dissolution too? The partnership deeds also have clauses relating to setting up similar businesses and lack of entitlement to goodwill following expulsion. Ideally my intention is to continue the business alone, but I am just looking for advice on potential pitfalls in the process of expulsion and dissolution that might arise, or potential problems regarding me taking on the business alone. I am anticipting working out balances owed either way and potentially may even have to buy them out of the assets, but am unclear about how the “goodwill” side of things works and if they have any claim to the name/intellectual property etc. And also am looking for reassurance.	Considering your situation, you are facing a complex issue involving partnership dissolution, breach of partnership terms, and potential continuation of the business under your sole control. Here are some key legal considerations and steps you might take: 1. **Partnership Agreement Terms**: Since your partnership agreement seems to contain provisions regarding expulsion and dissolution due to breaches, this would be your first point of reference. The fact that your partner has breached terms regarding financial conduct provides grounds for dissolution or expulsion. 2. **Grounds for Expulsion**: It appears you have grounds for expulsion based on the breach of financial handling terms. However, the repercussions of expulsion in a two-partner agreement typically result in dissolution of the partnership. This is in line with the doctrine described in cases involving partnership matters such as **Lancefield v Lancefield [2002]**. 3. **Dissolution Process**: In the event of dissolution, you'll need to follow procedures specified under the **Insolvency Act 1986 section 122**, which outlines the circumstances under which a company or partnership can be wound up. While this generally applies to companies, some principles can be relevant in partnerships concerning the equitable treatment of creditors and partners. 4. **Assets and Goodwill**: Upon dissolution, assets need to be accounted for. Buying out your partner might be necessary, and this includes tangible assets, inventory, and potentially intangible assets like goodwill. The notion of goodwill can be complex, often requiring valuation, but the partnership agreement often contains clauses on how to handle it. 5. **Intellectual Property**: If there were specific provisions about business names and intellectual property such as trademarks in your partnership agreement, those would guide the process. Generally, if the agreement does not specifically allow your partner to take these after dissolution, you may have a stronger claim to them, especially if you're buying out the partnership. 6. **Legal Counsel**: Engaging a solicitor specializing in partnership law would offer guidance tailored to the specific terms of your partnership agreement and the full details of your circumstances. They can assist in negotiation and ensure all formalities are observed during the dissolution and transition process. 7. **Emotional and Professional Boundaries**: While personal situations can be difficult, these should not compromise your business judgment or legal rights. Ensuring you approach this matter professionally will protect your interests and those of the business. 8. **Future Business Operations**: If you intend to continue the business, consider whether a restructuring or formation of a limited company might better protect against future liabilities, providing you with an added layer of protection through limited liability similar to those established in **Salomon v Salomon**. Given the complexity and potential for significant financial and legal implications, consulting with a qualified legal advisor will help you navigate this process effectively and ensure compliance with all relevant legal requirements.	7.516112565994263	1	Companies Act 2006 section 251 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Lancefield v Lancefield [2002] 4 WLUK 467 (Jurisdiction; Partnerships; Winding-up orders)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Spectrum Plus Ltd, Re [2005] UKHL 41 (Distribution of Assets; Book debts; Debentures; Fixed charges; Floating charges; Liquidation; Preferential creditors; Proof of debt; Security)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Companies House Form LIQ04: Use this form to give notice of order deferring the date of dissolution in members' voluntary liquidation or creditors' voluntary liquidation.|Companies House Form AM23: Use this form to give notice of the move from administration to dissolution.|Companies House Form REC2: Use this form to give notice of summary of receipts and payments by administrative receiver, receiver or receiver manager.
Q14	I'm in the process of winding up my limited business (only me and wife are directors with no employees). For my customers I officially stopped on 24th December but moved out of my premises on 18th Jan. My landlord was OK about me not being able to pay the rent and we agreed I'd get out pretty quick. I have no debt (like official bank loans or BBL except directors loans - amounting to a couple of thousand) apart from my latest direct debits for energy, water and broadband. Energy is probably the biggest as I paid every quarter - that falls this month. I have £600 left in the business account - who do I prioritise and what will happen when they chase me for any remainder?	"When winding up your limited company, it's important to adhere to the legal framework and ensure fair treatment of creditors. Here are some steps and considerations based on your situation: 1. **Prioritizing Creditors:** As you wind up, it's crucial to prioritize the payment of creditors appropriately. While directors' loans may be repaid after other debts, business creditors such as energy, water, and broadband suppliers generally take precedence. Since insolvency procedures and rules are at play, the ""pari passu"" principle often means that creditors of the same class should be treated equally. 2. **Insolvency Status:** Given your company's financial position, you should assess whether it is indeed insolvent as defined in the Insolvency Act 1986, section 123, which occurs if the company is unable to pay its debts as they fall due or if its liabilities exceed its assets. 3. **Distributing Remaining Funds:** The £600 you have in the business account should ideally be used to settle your most critical liabilities. You may need to negotiate with your creditors to see if they will consider a partial payment or settlement of debts. 4. **Strike Off or Liquidation:** Depending on whether the company can pay its debts, you might consider applying for voluntary strike-off using Companies House Form DS01 if the company is solvent, has ceased trading, and has no outstanding liabilities. If there are debts, consider a creditors' voluntary liquidation, where a licensed insolvency practitioner would be appointed to distribute assets. 5. **Potential Liability:** As a director, remember that the principle established in Salomon v Salomon & Co. [1897] AC 22 protects you from personal liability for company debts, assuming there is no wrongful or fraudulent trading. However, if funds are misallocated or preferential treatments are given, this protection could be challenged. 6. **Communicating with Creditors:** Open and honest communication with your creditors is key. Explaining your situation and actively seeking a resolution could alleviate potential escalations. 7. **Director Responsibilities and Duties:** Ensure compliance with director duties under the Companies Act 2006 and be cautious of any conduct that might suggest wrongful trading or improper handling of company funds, as explored in cases like Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch). 8. **Professional Advice:** It might be beneficial to consult with an insolvency practitioner or legal advisor who can provide specific guidance tailored to your company's circumstances. Address any creditor inquiries promptly, and by coordinating effectively, you should be able to manage the winding-up process within the legal framework, minimizing exposure to personal liabilities."	6.094012022018433	1	Companies Act 2006 section 251 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|Marches Credit Union Ltd, Re [2013] EWHC 1731 (Ch) (Liquidation; Locus standi; Petitions; Union)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|Lehman Brothers Int’l (Europe) (in admin.) Re [2014] EWHC 704 (Ch) (Administration; Contributories; Foreign currency transactions; Liquidation; Set-off; Subordination agreements)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Companies House Form DS01: Use this service to apply to strike off a company from the Companies House register. It costs £8 to apply online, or £10 for a paper application.|Companies House Form LIQ06: Use this form to give notice of a liquidator's resignation in members' voluntary liquidation or creditors' voluntary liquidation.|Companies House Form LIQ04: Use this form to give notice of order deferring the date of dissolution in members' voluntary liquidation or creditors' voluntary liquidation.