Company striking off, dissolution and restoration

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Summary judgment in deferred consideration claim despite permission to proceed with fraudulent breach of warranty counterclaim (Arani v Cordic Group)

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Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Registration of company charges

BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...

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This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan

Practice notes

A guide to cash box placings

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

Redenomination of share capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Company striking off, dissolution and restoration content

Practice notes

Dissolution and bona vacantia—dealing with the Treasury Solicitor

Bona vacantia means ‘goods without an owner’ and is a relevant consideration where any company is at risk of being struck off and dissolved. Any...

Produced in partnership with Katrina Mather of Hardwicke Chambers 9th Apr

Precedents

Court order for restoration of a company to the register

No. [insert number] of [insert number]In the high court of justiceBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESINSOLVENCY AND COMPANIES LIST...

9th Apr

Precedents

Board minutes approving striking off and dissolution

Company number: [insert number][insert company name] [LTD OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of...

9th Apr

Precedents

Letter to interested parties enclosing copy of application

[Name and address of recipient]Date: [insert date]Dear [Members OR Organisation name OR Directors OR Individual name][insert company name][LTD OR...

9th Apr

Precedents

Board minutes of company following restoration to the register (by court order or administrative restoration)

Company number: [insert company number][insert company name][LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert...

9th Apr

Precedents

Witness statement of claimant—restoration of company

Filed on behalf of the ClaimantWitness statement of [insert name] of [insert name of claimant]Number of witness statement: [First]Exhibit numbers:...

9th Apr

Practice notes

Company restoration—administrative restoration

Why restore a company to the register?When a company has been struck off, it may be possible to make an application to the Registrar of Companies to...

8th Apr

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...

8th Apr

Practice notes

Striking off, dissolution and restoration—glossary of terms

AAdministrative restorationThe administrative restoration procedure was introduced by the Companies Act 2006 (CA 2006) as a simpler way to restore a...

8th Apr

Practice notes

The Registrar's powers to strike off a defunct company

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

8th Apr

Practice notes

Voluntary striking off and dissolution

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

8th Apr

Q&As

What do I need to consider if seeking to serve a claim form on a dissolved company?

Companies Act 2006 considerationsA dissolved corporate body ceases to have a legal identity. This clearly raises an issue if seeking to commence...

18th Mar

Precedents

Application to court to restore a company to the register—contents of part 8 claim form

No. [insert] of [insert]In the high court of justiceBUSINESS AND PROPERTY COURTS FOR ENGLAND AND WALESINSOLVENCY AND COMPANIES LIST (ChD)Companies...

24th Feb

Q&As

Can an application for the restoration of a company on a Part 8 claim form be made by a company that was the holding company of the dissolved company prior to its dissolution?

Section 1029(2) of the Companies Act 2006 (CA 2006), specifies who can make the application on a Part 8 claim form to restore a company by way of...

15th Feb

Q&As

Can a company that was dissolved over six years ago be restored to the companies register?

Section 1030 of the Companies Act 2006 (CA 2006) states that an application to the court for restoration must be made within six years of the date of...

15th Feb

Q&As

In the event that a company has been restored following a Members Voluntary Liquidation what happens to its share capital?

Section 201 of the Insolvency Act 1986 (IA 1986) applies to a company wound up voluntarily, where the liquidator has sent to the registrar of...

Produced in partnership with Lesley Anderson QC of Hardwicke Chambers 15th Feb

Q&As

How long after a company has been dissolved can the statutory books be disposed of?

While the Companies Act 2006 sets out required record retention periods for some types of company records (see Q&A: How long should company records be...

15th Feb

Q&As

Is a written resolution permitted to wind up a company?

We have assumed you are referring to the voluntary winding up of a private company limited by shares.Only private companies can pass written...

15th Feb

Q&As

Can a company return its share capital as part of the strike off and dissolution procedure? If not, are there any quick, cheap and simple ways of returning capital to shareholders before the strike off?

It is not possible to combine a return of capital of a limited company to shareholders with the striking off and dissolution procedure set out in Part...

15th Feb

Q&As

Where a company is being restored by court order but its sole director prior to dissolution is now deceased, at what point of the process is a new director appointed?

A company restored to the register without a director in place would immediately be in breach of section 154 of the Companies Act 2006 (CA 2006). See...

15th Feb