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GLOSSARY

Winding up definition

Published by a LexisNexis Pensions expert

What does Winding up mean?

The process of terminating an occupational pension scheme.

The assets of the scheme are usually applied to the purchase of immediate annuities and deferred annuities for the beneficiaries, or all of the scheme's assets and liabilities are moved to another pension scheme.

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Joint venture shareholders’ agreement—checklist

Joint venture shareholders’ agreement—checklist Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50)...

Legal risk management checklist—in-house legal team

Legal risk management checklist—in-house legal team Legal operations risks This section covers risks arising out of the operation of the legal department. People and skills Action point Comments (if any) ☐ Document the management structure of the legal team, eg by means of a role profile for each team member setting out:—reporting lines—responsibilities of individuals (Insert any comments) ☐ Map the legal team’s skills to the needs of the organisation:—consider what key projects and day-to-day issues the organisation will need legal support on in the next 12 months—identify the skills required to meet those needs—identify the services the legal department wishes to offer—identify the client groups to be served within the organisation—specify the way in which services will be delivered—determine what reports are required by the business, the purpose of such reports, their frequency and to whom they are to be delivered (Insert any comments) ☐ Check the organisation’s processes and make suitable arrangements to reflect the needs of the legal department in respect of:—the identification and provision of...

Discover our 19 Checklists on Winding up

Funding an employee benefit trust

Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): • practical aspects of funding an EBT • financial assistance—the background • financial assistance—the current position • relevance of financial assistance to EBTs • financial assistance—exemptions • the employees’ shares scheme exemption • consequences of non-compliance of the financial assistance provisions • tax implications for close companies which fund EBTs, and • corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example £100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: • voluntary contribution • loan...

The Pension Protection Fund—eligibility and entry

The Pension Protection Fund—eligibility and entry Requirements for PPF entry The requirements for a scheme to enter the PPF are: • the scheme must be an eligible scheme—see: What schemes are eligible? below • either: ◦ a qualifying insolvency event must occur in relation to a scheme employer—see: What is a qualifying insolvency event? below, or ◦ the employer is unlikely to continue as a going concern and it meets the conditions in SI 2005/590, reg 7—see: Alternative route to PPF entry, below • the insolvency practitioner in relation to the employer must confirm that a scheme rescue is not possible—see: Duty of insolvency practitioner to issue notices confirming status of scheme (section 122 notices), and • the assets of the scheme must be less than the 'protected liabilities' (broadly, the benefits that would be payable to members by the PPF)—see: Protected liabilities, below The statutory provisions regarding the eligibility of schemes for entry into the PPF are contained in: • sections 120–168 of the Pensions Act...

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Unapproved share option agreement—standalone deed for employee

Unapproved share option agreement—standalone deed for employee This AGREEMENT is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company);[and] 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) [and] 3 [[insert name of grantor (if different from company)] of [insert address of grantor] (the Grantor)] Background (A) [The Company has agreed to grant to the Option Holder as at the date of this Agreement an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement.] (B) [The Company will satisfy the exercise of the Option by transferring or procuring the...

Phantom share option agreement

Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment • means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control • has the meaning given...

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Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia? When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property) will be deemed bona vacantia (meaning ‘ownerless property’) at the date of dissolution and will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate). The treatment of companies incorporated outside the UK (overseas companies) is dealt with in Part 34 of the Companies Act 2006 (CA 2006), which gives the Secretary of State power to make regulations to impose on overseas companies various registration, reporting and disclosure requirements. The two principal regulations dealing with overseas companies are: • the Overseas Companies Regulations 2009, SI 2009/1801 • the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, as amended by the Overseas Companies (Execution of Documents and Registration of...

Company A has the benefit of a debenture from company B. B intends to enter a creditors voluntary liquidation which is an event of default under the debenture. B has not missed a payment due to A and there is no accelerated payment clause. Can A appoint an administrator/receiver to B, and does the security cover the full debt or only the outstanding amount?

Company A has the benefit of a debenture from company B. B intends to enter a creditors voluntary liquidation which is an event of default under the debenture. B has not missed a payment due to A and there is no accelerated payment clause. Can A appoint an administrator/receiver to B, and does the security cover the full debt or only the outstanding amount? Enforcement—general Generally, a creditor’s rights of enforcement will be expressly provided for in the debenture itself (together with the instrument creating or evidencing the secured liabilities) and therefore, how and when a creditor can enforce its security will usually be a matter of construction of those documents. Implied powers of enforcement are rarely relied upon and usually only help where the secured liability has become payable (see Commentary: Part 2: When can the creditor exercise his powers?: Taking Security [9.27]). See Practice Note: Enforcement—debentures and floating charges. Appointment of administrators For information on appointment of administrators, see Practice Notes: • Out-of-court administrator appointments—who...

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Restructuring and Insolvency weekly highlights—29 May 2025

This week's edition of Restructuring and Insolvency weekly highlights includes: the launch of our Market Insights Trend Report on Part 26A restructuring plans, an analysis of the convening judgment in the restructuring plan for Madagascar Oil Ltd, the launch of the 13th edition of Doyle, Keay and Curl: Annotated Insolvency Legislation, plus a round-up of other news and cases for restructuring and insolvency professionals.