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

Insolvency Service reports suspended sentence for director over £150,000 BBL fraud

The Insolvency Service has reported that Zahid Afzal, director of Phone Bits Ltd and Phones Onn Ltd, received a two-year suspended sentence for fraudulently obtaining £150,000 in coronavirus bounce back loans (BBL). Afzal had already received legitimate loans totalling £52,500 when he applied for three additional £50,000 loans between May and November 2020. The Insolvency Service is pursuing recovery of the fraudulently obtained funds under the Proceeds of Crime Act 2002. Afzal was charged under the Fraud Act 2006 after transferring the majority of the fraudulent loans to personal accounts.

Restructuring & Insolvency weekly highlights—12 June 2025

This week's edition of Restructuring & Insolvency weekly highlights includes: the Court of Appeal’s judgment on treatment of secured debt under the Debt Respite Scheme (Breathing Space Moratorium and Mental Health Moratorium) (England and Wales) Regulations 2020 (Forbes v Interbay Funding Ltd; Forbes and Seculink Ltd), the Insolvency Service’s 2024 practitioner regulation review, plus a round-up of other news and cases for restructuring and insolvency.

Council endorses Directive to harmonise EU insolvency laws and enhance cross-border investment

The Council of the EU has announced its endorsement of the EU Directive aimed at harmonising key aspects of insolvency law across member states. This initiative is designed to align national insolvency regimes, thereby reducing legal divergences that currently deter foreign and cross-border investment. Notably, the Directive introduces a pre-pack mechanism accessible in all member states, enabling the pre-negotiation and swift execution of business sales during insolvency, along with provisions for the automatic transfer of essential executory contracts under controlled safeguards. In addition, the directive mandates the establishment of creditors’ committees in certain cases to enhance creditor participation, with harmonised rules regarding their composition, rights, duties, and liability—with the option for member states to confine this requirement to large enterprises. Further measures agreed in December 2024 include protections for the insolvency estate, clarified directors' duties regarding insolvency proceedings, and strengthened transparency obligations. The Council now intends to negotiate with the European Parliament to finalise these provisions into law.

Insolvency Service publishes May 2025 enforcement outcomes management information

The Insolvency Service has updated its enforcement outcomes management information for May 2025. The data shows that there were 89 director disqualifications and 8 bankruptcy and debt relief restrictions.

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

Popular documents

How to commence a voluntary winding-up

How to commence a voluntary winding-upThis Practice Note sets out the position from 6 April 2017.The resolution to wind-upA company may only enter voluntary liquidation if:•it has a fixed period for its duration which has expired or an event has occurred which its articles say is an event leading 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

Can you wind-up a company when the debt is disputed?

Can you wind-up a company when the debt is disputed?It is a long-established principle that winding-up proceedings should not be commenced where the petition debt is genuinely disputed on substantial grounds. If a purported creditor attempts to do so, the court can invoke its inherent jurisdiction
How to commence a voluntary winding-up

How to commence a voluntary winding-up

How to commence a voluntary winding-upThis Practice Note sets out the position from 6 April 2017.The resolution to wind-upA company may only enter voluntary liquidation if:•it has a fixed period for its duration which has expired or an event has occurred which its articles say is an event leading 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

Can you wind-up a company when the debt is disputed?

Can you wind-up a company when the debt is disputed?

Can you wind-up a company when the debt is disputed?It is a long-established principle that winding-up proceedings should not be commenced where the petition debt is genuinely disputed on substantial grounds. If a purported creditor attempts to do so, the court can invoke its inherent jurisdiction