If a company has been dissolved, and therefore removed from the Register of Companies, for any action to be brought against the company, the company needs to be restored to the register. The ability to restore a company to the Register of Companies, and the ancillary sections are set out in statute at sections 1029–1034 of the Companies Act 2006 (CA 2006). The application for restoration of a company is made through the courts by way of a claim form and witness statement. The claim form also needs to be served on both the Registrar of Companies and the Treasury Solicitor. For further reading, see Practice Note: Company restoration—restoration by court order. CA 2006, s 1029(2) sets out who can make such an application: ‘…(a)

If one company has loaned money to another, it will be the terms of the contract that provide the legal restrictions on whether the loan may be repaid earlier than the ten years initially envisaged. If the lender company goes into liquidation or administration, this will not of itself change the terms of the contract. The office-holding insolvency practitioner should, however, check the terms of the contract to see if the contract provides for the loan to be repaid sooner or under different terms in the event of the lender company going into liquidation or administration. This may seem unlikely, but it is possible and the officeholder should pursue all options to achieve earlier repayment of the loan. The office-holding insolvency practitioner would appear to have an appointment that has to be held open for at least ten years before

A company cannot choose when or whether it is dormant. Whether or not a company is dormant depends on whether there have been any significant accounting

This Q&A has assumed that: • the club is a member-only unincorporated association • the club is not a charity In summary, it is possible to use a trust for the purposes described in the query. The main issues will be drafting the terms of the trust in order to ensure that the trust complies with the ‘certainty of object’ principle, and reflects the wishes of club members as to a future sale of the underlying property. With

Can the administrator sublet the property to the purchaser? An administrator can do anything necessary or expedient for the management of the affairs, business and property of the company (paragraph 59(1) of Schedule B1 to the Insolvency Act 1986 (IA 1986)) and this includes the powers specified in IA 1986, Sch 1. In relation to the sublet of a property, we note that IA 1986, Sch 1, para 17 provides that an administrator has ‘power to grant or accept a surrender of a lease or tenancy of any of the property of the company, and to take a lease or tenancy of any

The powers of the liquidator are set out in Schedule 4, Part III of the Insolvency Act 1986 (IA 1986). The liquidator’s general power to sell is found in IA 1986, Sch 4, Pt III, para 6, which provides: ‘Power to sell any of the company’s property by public auction or private contract, with power to transfer the whole of it to any person or to sell the same in parcels.’ However, where the property being sold is subject to a charge, the liquidator has no general power under IA 1986 to sell the asset free of the security,

This question raises the circumstances in which a tenancy will enjoy the protection of the Housing Act 1988 (HA 1988). A tenancy with such protection will be an ‘assured tenancy’. HA 1988, s 1 helpfully sets out when a tenancy will be an assured tenancy. It is helpful to break the definition into its constituent parts. First, there must be a tenancy, rather than a licence. The grant of exclusive occupation is key—Street v Mountford. Second, there must be a dwellinghouse let as a separate dwelling. In most cases, there will be an identifiable flat or house so that the position is clear. The House of Lords considered the meaning of dwellinghouse in Uratemp Ventures Limited v Collins, concluding that a room in a hotel which lacked its own cooking facilities and shared bathroom facilities with others could constitute a dwellinghouse for the purposes

The following assumptions have been made for the purposes of this Q&A: • the sole director’s actions in operating out of the premises and requiring access in that regard are all within their authority, and undertaken in their capacity, as a director of the tenant company • the landlord is refusing access in the capacity of landlord (ie the landlord’s position as shareholder is irrelevant for these purposes) • the informal lease agreement is a fixed-term or periodic tenancy, rather than being a licence/tenancy at will. In that regard, the court will look at the substance of an agreement in

An application for a unilateral notice may be made in connection with a ‘pending land action’, namely a contested claim of entitlement in respect of a property (for example an application for a property adjustment order within financial remedy proceedings), and may be made without the co-operation of the registered proprietor. The unilateral notice entry should provide brief details as to the nature of the interest protected, identify that it is a unilateral notice, and provide the name and address of the person who is the beneficiary of the notice pursuant to section 35 of the Land Registration Act 2002 (LRA 2002). The

For stamp duty land tax (SDLT) purposes, residential property is defined in section 116 of the Finance Act 2003 (FA 2003). Residential property means buildings that are: • used as a dwelling • suitable for use as a dwelling, or • in the process of being constructed or adapted for use as a dwelling In considering whether the property is residential, the relevant time is the effective date of the

There are various rates of SDLT that can apply to acquisitions of different types of property (residential, non-residential (commercial property) or mixed use property) by a company. The higher 15% rate applies to certain high value acquisitions of residential property where the purchaser is a company and an exclusion does not apply (Schedule

It is sometimes the case that an employee can have more than one employer, and their contract of employment makes clear that this is the case. Joint employment should be distinguished from arrangements such as secondments, where the sole employer lends their employee’s services to a third party, or from sole employment where the terms of the contract allow the employer to direct