Unregistered companies

Copyright © 2025 LexisNexis

Unregistered companies

The most common types of unregistered company are unincorporated associations and overseas companies not covered by the Retained Recast Regulation on Insolvency (Regulation (EU) 848/2015).

There are other unincorporated associations that do not fall under this subtopic, namely companies incorporated under the Companies Act 2006, partnerships, and charities. These are covered under separate subtopics. See: Restructuring & Insolvency—new starter guide, General partnerships and insolvency—overview, Winding-up a general partnership as an unregistered company and Charities and education—overview.

Unincorporated associations

An unincorporated association was defined by Lawton LJ in Conservative

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Existing user? Sign-in TAKE A FREE TRIAL
Powered by Lexis+®
Latest Restructuring & Insolvency News

Restructuring & Insolvency weekly highlights—5 June 2025

This week's edition of Restructuring & Insolvency weekly highlights includes: an analysis of the responsibilities of directors to keep and produce appropriately detailed copies of the company’s books and records (Re New Line Polymers Ltd (in liquidation)), an examination of the meaning of section 234 of the Insolvency Act 1986 (Carvill-Biggs v Reading), a close look at office-holder costs and adjudication challenges (Sanrose Investment Ltd v Foley), plus a round-up of other news and cases for restructuring and insolvency.

Insolvency Service announces five-year director ban for former darts champion over £450,000 tax default

The Insolvency Service has announced a five-year director disqualification for former Professional Darts Corporation (PDC) world champion Rob Cross. The ban follows investigations revealing his company, Rob Cross Darts Limited, failed to pay £465,403 in taxes, comprising £403,896 in corporation tax, £49,071 in VAT, and £12,436 in PAYE and National Insurance contributions. The Insolvency Service's investigations found that Cross withdrew £306,403 between March 2020 and November 2023 that should have been paid to creditors. Cross has entered an individual voluntary arrangement to address the outstanding debts. The Secretary of State for Business and Trade accepted a disqualification undertaking preventing Cross from being involved in the promotion, formation or management of a company, without the permission of the court, until June 2030.

New Practice Note: Official receivers—personal insolvency

The LexisNexis Restructuring & Insolvency practical guidance team has published a new Practice Note: ‘Official receivers -personal insolvency'. This Practice Note considers the role of official receivers in personal insolvency, more particularly their appointment, the appointment of deputy official receivers and staff, the persons entitled to act on their behalf, delegation to officers and others, their function and duties, disclosure of the bankrupt’s affairs, the appointment of a trustee in bankruptcy (trustee), handing over to a trustee, their release as trustee, their remuneration, fees and expenses, and their liability for costs.

Quasi-partnership wound up notwithstanding offer to purchase shares (Re Webb Estate Developments Ltd)

Restructuring & Insolvency analysis: The court wound up a quasi-partnership limited company on just and equitable grounds. The court held there had been both an irretrievable breakdown in the relationship of trust and confidence and that management was functionally deadlocked. A winding-up was made notwithstanding offers by one shareholder-director to purchase the shares of the other. Initial proposals for the sale of shares were unrealistic and a subsequent offer backed by financing was contingent and invited further dispute and disagreement. The case is a clear example of a breakdown in management function in a two-person quasi-partnership. The case illustrates important points to consider when advising directors and shareholders about the need for clear remuneration and accounting decisions early in a partnership or company’s life, the risks of conflict of interest and their impact on trust and confidence between management, and whether an offer to purchase shares will be a realistic alternative to a winding-up order on just and equitable grounds. Written by James Fagan, barrister at Radcliffe Chambers.

View Restructuring & Insolvency by content type :  
News
Practice notes
Precedents
Q&As

Popular documents

Receivership—an introductory guide

Receivership—an introductory guideThe appointment of a receiver is a remedy for creditors and certain third parties to protect their interest in assets of a company.This guide gives an introduction to the types of receiverships available and some of the effects of appointing a receiver. For links to

Is it possible to serve a statutory demand abroad and, if so, how enforceable is it?

Is it possible to serve a statutory demand abroad and, if so, how enforceable is it?A statutory demand is a demand for payment of a debt due to a creditor by a debtor. Where a statutory demand is served on a company and the debt is neither paid, secured or compounded for within 21 days, then the

How an administration comes to an end

How an administration comes to an endThere are several ways in which an administration can come to an end depending on the specific circumstances of the administration.The starting point is that an administration should not last longer than 12 months—the administration will come to an automatic end

Termination of LPA or fixed charge receivership

Termination of LPA or fixed charge receivershipA note on terminologyThe Law of Property Act 1925 (LPA 1925) enables a mortgagee of a legal mortgage to appoint an LPA receiver:•when the mortgage moneys become due, and•after making a demand for payment under the terms of the mortgageThis right may
Receivership—an introductory guide

Receivership—an introductory guide

Receivership—an introductory guideThe appointment of a receiver is a remedy for creditors and certain third parties to protect their interest in assets of a company.This guide gives an introduction to the types of receiverships available and some of the effects of appointing a receiver. For links to

Is it possible to serve a statutory demand abroad and, if so, how enforceable is it?

Is it possible to serve a statutory demand abroad and, if so, how enforceable is it?

Is it possible to serve a statutory demand abroad and, if so, how enforceable is it?A statutory demand is a demand for payment of a debt due to a creditor by a debtor. Where a statutory demand is served on a company and the debt is neither paid, secured or compounded for within 21 days, then the

How an administration comes to an end

How an administration comes to an end

How an administration comes to an endThere are several ways in which an administration can come to an end depending on the specific circumstances of the administration.The starting point is that an administration should not last longer than 12 months—the administration will come to an automatic end

Termination of LPA or fixed charge receivership

Termination of LPA or fixed charge receivership

Termination of LPA or fixed charge receivershipA note on terminologyThe Law of Property Act 1925 (LPA 1925) enables a mortgagee of a legal mortgage to appoint an LPA receiver:•when the mortgage moneys become due, and•after making a demand for payment under the terms of the mortgageThis right may