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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.

Minimise

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The nature of a limited partnership and its legal framework

The nature of a limited partnership and its legal framework Sources of limited partnership law The main body of law governing a limited partnership formed under English law (as opposed to a general partnership, a limited liability partnership or a general partnership formed under Scottish law) is the Limited Partnerships Act 1907 (LPA 1907). However, it is not a complete code of the law on limited partnerships and expressly preserves the provisions of the Partnership Act 1890 (PA 1890) and rules of equity and common law applicable to partnerships, except where they are inconsistent with the express provisions of the LPA 1907. As is the case for general partnerships, there will often be a written agreement between the partners setting out the rights and duties of the partners between themselves although this is not obligatory, save where the limited partnership is designated as a private fund limited partnership (see Practice Note: Limited partnership agreements). Both the LPA 1907 and the PA 1890 set out a number of provisions that will apply if no specific agreement is entered into. These default provisions or any provision in a written agreement, may be varied by the consent of all the partners and such consent may be either express or inferred from a course of dealing. Other legislation affecting limited partnerships includes the Companies Act 2006, which regulates limited partnership names and trading

Solvency statement procedure—reduction of capital—effect of the reduction

Solvency statement procedure—reduction of capital—effect of the reduction It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must not reduce its capital, except as prescribed by law. This capital maintenance rule is intended to protect a company’s creditors by ensuring that the assets representing the capital of a company remain available to them for future recourse. There are provisions in the Companies Act 2006 (CA 2006) governing how a limited company may reduce its capital. The restrictions in CA 2006 relating to reductions of capital do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies. The focus of this Practice Note is on reductions of capital in accordance with CA 2006, Pt 17, Ch 10, in particular, those carried out by a special resolution supported by a solvency statement (the solvency statement procedure) rather than those carried out by a special resolution confirmed by court order (the court procedure). In accordance with CA 2006, any limited company having a share capital, whether public or private, may reduce its capital using the court procedure. Only a private company limited by shares may also reduce its capital using the solvency statement procedure. CA 2006 introduced the solvency statement procedure for reducing capital on 1 October 2008. A private

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Warranty limitations—pro-seller—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Claim means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties); Data Room means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter; The ScheduleLimitations on the Warranties Replace Schedule 5 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following schedule: 1 General 1.1 The following provisions of this Schedule [5 OR [insert schedule number for limitations on the warranties schedule]] shall, subject to their terms, limit the liability of the Seller in relation to a Claim[ and, where specifically provided, a Tax Covenant Claim] except where such Claim[ or Tax Covenant Claim] arises as a result of fraud on the part of the Seller. 1.2 The Seller shall not be liable for any Claim unless written particulars of it

Lease of bare land for car parking

Lease of bare land for car parking style="caps">DATE [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] (Tenant) 1 Definitions In this Lease, the following definitions apply: 1987 Order • the Town and Country Planning (Use Classes) Order 1987, SI 1987/764 in its form as at 31 August 2020; 2003 Order • the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, SI 2003/3096; Adjoining Property • any property adjoining or near to the Property; Annual Rent • £[amount] a year; Competent Authority • any authority which has jurisdiction in relation to the Property, its occupation or use; Conduits • any media and associated equipment for conducting energy, data or substances; Consent • a written consent obtained from the Landlord; Costs • are any costs, losses, damages and liabilities, whether or not resulting from claims, demands, actions or proceedings; Deposit • £[amount]; Forfeiture Event • (a) the instigation of any process or proceedings: i for the appointment of an administrative receiver, administrator, liquidator, monitor, provisional liquidator, receiver (or manager), supervisor, or trustee in bankruptcy, in relation to the Tenant or its property; or ii by way of execution or enforcement of any debt against any assets of the Tenant; (b) the Tenant: i is unable to pay its debts within the meaning of section

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Will a contribution to an employee-ownership trust, from the company owned by the trust, constitute a distribution?

Will a contribution to an employee-ownership trust, from the company owned by the trust, constitute a distribution? Notwithstanding the tax position taken by HMRC, as a matter of company law the payment of a contribution by an employee-ownership trust (EOT)-owned company to an EOT is likely to be characterised as a distribution (assuming that the amount is not advanced to the EOT as a loan). The term distribution is given a very wide definition for the purpose of Part 23 of the Companies Act 2006 (CA 2006) to mean every description of distribution of a company’s assets to its members, whether in cash or otherwise, except: • an issue of bonus shares (whether fully paid or partly paid), and • certain reductions of share capital, redemptions of

Can some members of a company limited by guarantee (in this case junior members of a tennis club) be exempt from the liability to contribute to the assets of the company on a winding up?

Can some members of a company limited by guarantee (in this case junior members of a tennis club) be exempt from the liability to contribute to the assets of the company on a winding up? Section 11 of the Companies Act 2006 (CA 2006) requires that upon the formation of a company limited by guarantee, a statement of the guarantee must be delivered to the Registrar. The statement must identify the subscribers to the memorandum of association. It must also state that each member undertakes that, if the company is wound up while he or she is a member, or within one year after he or she ceases to be a member, he or she will contribute to the assets of the company an amount as may be required for (a) payment of the debts and liabilities of the company contracted before he or she ceases to be a member, (b) payment of the costs, charges and expenses of winding up, and (c) adjustment of the rights of the contributories among themselves, not exceeding a specified amount (which is usually a nominal amount). So on formation each of the subscribers must provide the appropriate statement of guarantee. The statement of guarantee must also be set out in the company's articles of association. The proposal that juniors be entitled to become members, but be exempt from liability under the

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Restructuring & Insolvency weekly highlights—11 August 2022

This week’s edition of Restructuring & Insolvency weekly highlights includes: the latest updates through our joint project with INSOL Europe from Italy and Estonia on the EU Harmonisation Directive, the latest news from the Insolvency Service on bankruptcy restrictions for Bounce Back Loan abuse, plus a round-up of other news and cases for restructuring and insolvency professionals.

A comparative analysis of the restructuring tools available to financially distressed companies in the Cayman Islands, Bermuda and the British Virgin Islands

Restructuring and Insolvency analysis: This article broadly discusses the key restructuring tools available in the Cayman Islands, Bermuda and the British Virgin Islands (BVI) and examines, in particular, the broad-based similarities and often-overlooked differences between the regimes. Written by Jessica Williams (Cayman Islands), Jayson Wood (Bermuda), Andrew Thorp (BVI) and Sanjev Guna (Hong Kong) of Harneys.

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(A) About this title—authors, overview

ContributorsAdvisory EditorWYN DERBYSHIRE, PhD., SolicitorPartner, Gunnercooke LLPConsultant, King & Wood MallesonsContributorTIM SEWELL, M.A. (Oxon), SolicitorTitle overviewVolume 31(1) PENSION SCHEMES (2016 Reissue) has been revised and updated to take account of developments in pensions law, in particular the provisions of the Pensions Act 2014, which creates a new state pension for people reaching pensionable age on or after 6 April 2016, and the Pension Schemes Act 2015 which, in tandem with the Taxation of Pensions Act 2014, is largely concerned with implementing the government’s programme

98 Priorities on winding up of occupational pension scheme

98 Priorities on winding up of occupational pension schemeOn the winding up of occupational pension schemes, there are preferential liabilities1. The list ensures that the benefits provided for members on the winding up of a scheme are no less than the compensation that would have been provided by the Board of the Pension Protection Fund had the Board assumed responsibility for the scheme2. Broadly, the order of priorities is as follows3:98.1 any liability for pensions or benefits secured under a relevant pre-1997 contract of insurance4 entered into in relation to the scheme, where that contract cannot be surrendered

Winding up is referenced 6 in Encyclopaedia of Forms and Precedents

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252. Power of trustees to defer winding up.

252. Power of trustees to defer winding up. If, apart from the provision now explained, the rules of a trust scheme1 would require the scheme to be wound up, the trustees may determine: (1) that the scheme is not for the time being to be wound up but that no new members2 are to be admitted to it; or (2) that the scheme is not for the time being to be wound up but that no new members, except pension credit members3, are to be admitted to it4. Where the trustees make such a determination, they may

Winding up is referenced 1 in Halsbury's Laws of England

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