Most estate administrations take some time to complete. In the course of the administration the personal representatives (PRs) will engage in a number of duties that could bring them into conflict situations. Therefore, it is important for PRs to understand the extent of their liabilities to third parties and indeed, to the beneficiaries of the deceased's Will or those entitled on intestacy. Liability to third parties In contract PRs will usually be personally liable on contracts entered into in their own names. The usual position is that this liability cannot be limited to the extent of the estate assets in their names. In essence, they will be liable in their own names for goods and work, and any judgment will be against their own assets. They may be able to claim back an indemnity from the estate but they are the first port of call in any action. As an important aside, special rules apply in respect of an executor de son tort, who is liable to be sued but for no more than has come into

There are a number of circumstances in which it may be desirable, or necessary, to seek the removal by the court of personal representatives (PRs), ie the executors or administrators of an estate. These circumstances include where: • a conflict arises between the interests of the PR and their own interests • the persons with the primary entitlement to a grant are unwilling or unable to get on with the administration • there has been a breakdown of trust and confidence between the PRs and the beneficiaries, which is impeding the due administration of the estate, or • there is an issue that needs dealing with urgently and before a full grant of representation can be obtained It is often not straightforward to remove a PR. Given the nature of the office of the PR, it may even be necessary to apply to court to remove and replace a PR who is willing to step down in favour of someone else. Renunciation of the right to administer an estate An

Validity of Wills Topic Case name Summary Author Revocation clause Re estate of Sangha, deceased (probate); Sangha v Estate of Sangha (represented by the second defendant pursuant to the Order of Master Bowles dated 5 April 2018) and others [2022] EWHC 2157 (Ch) News Analysis: Revocation clauses and section 9(d) of the Wills Act 1837 (Sangha v Sangha)The Court allowed the appeal deciding that the revocation clause in a Will disposing only of Indian assets had the effect of revoking a previous English Will and dismissed the appeal holding that it was not necessary for each witness to acknowledge their signature after the testator had acknowledged his signature to them, Francis Ng, Selborne Chambers Disclosure Topic Case name Summary Author Sealing of a Will Executor of HRH Prince Philip, the Duke of Edinburgh (Deceased) and another v Guardian News and Media [2022] EWCA Civ 1081 News Analysis: The sealing of Royal Wills vs principles of open justice (Executor of HRH Prince Philip, the Duke of Edinburgh (Deceased) v Guardian News

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single, self-assessed tax on transfers of securities, the securities transfer tax (STT) (formerly referred to as the securities transfer charge or STC), that will be paid (and reported) through electronic transfer systems such as CREST or, where appropriate, a new online portal. Draft legislation for the STT was published on 13 July 2026, along with explanatory notes, a policy paper and the outcome of the higher rate 1.5% stamp tax consultation. Subject to exemptions, the STT draft legislation includes a main charge of 0.5% for agreements to transfer chargeable securities to another person for consideration in money or money’s worth and, for transfers to a clearance service (CS) or depositary receipt issuer (DRI), a higher-rate charge of 1.5%. The main charge arises when an agreement is made or, in the case of a conditional agreement, when the conditions are satisfied, although, where the agreement is not electronic, the STT charge arises when the transfer

Restructuring & Insolvency analysis: The High Court dismissed an application to invalidate (or bring to an end) an administration appointment by a trade finance provider under a qualifying floating charge. ICC Judge Prentis held that, for paragraph 16 of Schedule B1 to the Insolvency Act 1986 (IA 1986), the relevant question is whether the chargeholder’s contractual right to enforce has arisen, not whether the chargeholder has taken procedurally flawless enforcement steps. Applying SAW (SW) 2010 Ltd v Wilson [2017] EWCA Civ 1001, the floating charge was enforceable because there were serious and ongoing contractual/trust breaches and an unpaid secured debt. The court accepted that the demand process had service imperfections under the debenture, but treated the emailed demand as effective under the accompanying facility letter, and in any event found no ‘substantial injustice’ such as would prevent cure under rule 12.64 of the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. Finally, an ‘improper motive’ challenge under IA 1986, Sch B1, para 81 failed on the evidence; and even if an improper motive had been shown, the administration would have remained in place. Written by Kevin Mulligan, senior associate at Greenberg Traurig, LLP.

Restructuring & Insolvency analysis: The High Court applied established authorities and principles to grant declaratory relief, retrospective administration orders and 12-month extensions of the administrations of two related companies, notwithstanding multiple procedural defects in the administrations. However, the court refused to permit the administrators to recover their costs as expenses of the administrations: it was ‘inappropriate’ for creditors to bear the burden of those costs. Written by Sam Fenwick, partner, and Boluwatife Amos-Alere, paralegal, at Wedlake Bell LLP.

Restructuring & Insolvency analysis: While the administrators proposed that two companies exiting administration be dissolved, after hearing from a creditor the court decided that one of the companies should actually be placed into liquidation so that further investigations could be considered. Previous guidance on whether companies exiting administration should enter liquidation or be dissolved was applied to the facts of the case. Although the administrators had completed their investigations and concluded that no meritorious claims could be pursued, a key creditor wanted a liquidator to consider making claims and a dissolution would shut creditors out and extinguish any opportunity for creditors to raise funds for a liquidator to investigate and/or pursue any claims. In this case that was not appropriate. Written by Mark Sands, head of Insolvency at Apex Litigation Finance Ltd.

The expenses incidental to the proper performance of the duty of the representative in administering the estate.

This Practice Note provides an overview of what amounts to an administration expense and discusses key case law. Expenses of an administration are payable from the assets of the company in administration after fixed charge creditors but in priority to the claims of preferential creditors, floating charge holders and unsecured creditors. This order of priority (or ‘waterfall’) was altered by the Corporate Insolvency and Governance Act (CIGA 2020) where an administration is preceded by a moratorium under Part A1 of the Insolvency Act 1986 (IA 1986). There are a number of expenses classified under IA 1986 and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. In addition, the IR 2016, SI 2016/1024 are specific on the order of priority of payment to be applied to different classes of expenses. Therefore, not only is it important for a creditor to establish that their claim is an expense of the administration if they want to put themselves ahead of other creditors, but also to establish under what category that expense falls, to get as far

FORTHCOMING CHANGE: The Trusts and Succession (Scotland) Act 2024 received Royal Assent on 30 January 2024, marking the first review of trusts law in Scotland in over 100 years since the principal legislation, the Trusts (Scotland) Act 1921, was passed. The trusts provisions require secondary legislation from Scottish Ministers to be brought into force whereas some provisions relating to succession law came into effect on 30 April 2024. The main changes to modernise the law are summarised in News Analysis: Trusts and Succession (Scotland) Bill passed. Practice Notes on areas of Scottish trusts and succession law will be updated further to reflect this new legislation. Trust administration in practise might be informed by: • the type and nature of the trust • the type of trust property held by the trustees • the identity and profile of the intended beneficiaries • how the intended beneficiaries might benefit from the trust property • trustees’ powers and duties • tax considerations; and • compliance issues Although some trusts will share similar profiles, the

This Practice Note outlines the key administrative obligations, including the due date for: • submitting information returns, and • paying the tax to HMRC in respect of the types of payments listed in section 946 of the Income Tax Act 2007 (ITA 2007) from which UK income tax must be deducted by the payer (section 946 payments), ie payments of yearly interest, certain payments related to intellectual property (IP) rights (including royalty payments) and annual payments. This Practice Note does not cover: • the administrative regime applicable to withholding tax: ◦ which is required to be deducted by a person that is not a UK tax resident company—in many such cases, the withheld tax is accounted for to HMRC by way of the payer’s self-assessment tax return but in some cases, the withheld tax is collected by way of direct assessment, or ◦ imposed on other types of income, such as employment income, or • all the information reporting obligations imposed on the person

This note explains how a Limited Liability Partnership (LLP) can be placed into administration and what powers the administrator has. This Practice Note does not apply to Limited Partnerships (see Practice Note: Limited partnership insolvency). Applicable legislation The Limited Liability Partnerships Act 2000 (LLPA 2000) introduced LLPs and must be read in conjunction with the Limited Liability Partnerships Regulations 2001 (LLPR 2001), SI 2001/1090. The LLPR 2001 applies the Insolvency Act 1986 (IA 1986) and Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 to LLPs. The Limited Liability Partnership (Amendment) Regulations 2005, SI 2005/1989 implemented the modern administration regime for LLPs. This means that IA 1986, Sch B1 applies to LLPs. The Statements of Insolvency Practice (SIPs) apply to LLPs (see Practice Note: Statements of Insolvency Practice—a quick guide for further information on SIPs). Jurisdiction IA 1986 only applies to LLPs registered in Great Britain. Applying the Insolvency Act and Rules to LLPs The LLPR 2001, SI 2001/1090