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GLOSSARY
CA 2006, Part 31 provides that a company may be struck off the register of companies and dissolved either (1) voluntarily, on application by the company (voluntary striking off), or (2) pursuant to the powers of the Registrar of Companies (mandatory striking off).
PRACTICE NOTES
Striking off a limited liability partnership (as defined) (LLP) pursuant to Part 31 of the Companies Act 2006 (CA 2006) as modified by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (Regulations) is an administrative procedure that may be initiated either: • voluntarily by the LLP's members, or • by the Registrar of Companies in circumstances where it appears that the LLP is no longer in business or operation Application of CA 2006 to LLPs An LLP is a corporate body formed under the Limited Liability Partnerships Act 2000 (LLPA). The majority of law applicable to LLPs is actually modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The Regulations specify the provisions of the CA 2006 that apply to LLPs with appropriate modifications, including provisions relating to striking off and dissolving an LLP. Voluntary striking off and dissolution Why apply for striking off and dissolution? Any LLP can apply to the Registrar of Companies to be struck
PRACTICE NOTES
This glossary contains a summary and definition of some of the most common terms and phrases used in the context of the striking off, dissolution and restoration of a company. A-Z of striking off, dissolution and restoration Word or phrase Definition Administrative restoration The administrative restoration procedure was introduced by the Companies Act 2006 (CA 2006) as a simpler way to restore a company to the register that has been struck off pursuant to the powers of the Registrar of Companies, without the need to go to court. The procedure can only be used when certain conditions are met. It came into force on 1 October 2009. For further information see Practice Note: Company restoration—administrative restoration. Compare with restoration by court order. Bona vacantia This phrase translates from Latin as 'ownerless goods'.If a company is dissolved while it still owns or has an interest in property, that property will be deemed to be bona vacantia (meaning that it is 'vacant’ and without a legal owner) and will pass to the Crown. When this
PRACTICE NOTES
This Practice Note explains the court's power to strike out a statement of case. It summarises the grounds on which a strike out may be ordered and the procedure on an application. It looks at the court's discretion, consequential directions following an order to strike out and civil restraint orders. Challenging strike out orders and the court's power to strike out of its own motion are also covered, together with the Supreme Court decision in Wyatt v Vince. Strike out Under its case management powers the court has the power to strike out the whole or part of a statement of case. Striking out means the court ordering written material to be deleted so that it may no longer be relied upon. A statement of case for these purposes is defined as the whole or part of an application form or answer. This power does not apply to proceedings to which the following parts of the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955 apply: • Part 12—Proceedings relating to children except parental order proceedings
PRACTICE NOTES
This Practice Note considers the law and rules applying to striking out a claim or a response (or part) and the making of unless orders by employment tribunals. The power to strike out all or part of a claim or response is the tribunal's most powerful tool where a claim is seriously misconceived, has not been conducted properly (or perhaps not pursued at all), or where there has been serious failure to abide by the Employment Tribunal Procedure Rules 2024 (ET Rules 2024), SI 2024/1155 and/or the tribunal's case management orders. The tribunal has power in certain circumstances to strike out without further ado: see When and how striking out may occur, below. Sometimes, however, it may take the view that giving the offending party one last chance to rectify matters, before all or part of its claim or response, or reply to an employer’s contract claim, is dismissed, is more appropriate. In such instances the making of an 'unless order' will be the appropriate course: see Unless orders: how they
NEWS
Employment analysis: Where, because of the scandalous, unreasonable or vexatious manner in which proceedings have been conducted by or on behalf of a party, it is impossible to conduct a fair contested trial within the existing trial window, that can be grounds for striking out some or all of the claim or response (provided such an order would be proportionate), even though a fair trial would later be possible if an adjournment or postponement of the trial were granted, according to the Employment Appeal Tribunal (EAT).
GLOSSARY
Strips (separately traded registered interest and principal securities) are zero-coupon bonds created from the individual cash flows of a coupon-paying bond.
NEWS
MLex: Adult website Stripchat’s original designation under the Digital Services Act, subjecting it to the law’s strictest obligations, was upheld by the General Court on 14 October 2026. The Court found that the European Commission was entitled to rely on the audience data available when it designated the platform in December 2023, despite a later correction putting Stripchat below the designation threshold. Stripchat has said it is considering an appeal.
NEWS
Dispute Resolution analysis: The so-called ‘shareholder rule’ (‘the Rule’) is generally understood to mean that legal professional privilege cannot be maintained by a company in relation to documents of a privileged nature against one of its shareholders, except where the privileged documents were created for the purpose of hostile litigation involving the shareholder. In a detailed analysis of many authorities on this point, and of parties in apparently analogous relationships, Mr Justice Picken, sitting in the Commercial Court, has held that the Rule is unjustifiable and should no longer be applied. Its existence did not result from a shareholder having a proprietary interest in the assets of a company in which the shareholder held shares. Nor was the Rule underpinned by the notion of the company and its shareholders having a joint interest in the subject matter of the privileged documents. The concept of joint interest privilege as a freestanding or standalone species of privilege was not supported by case law and would be entirely dependent on the circumstances. Instead, it was ‘an umbrella term’ describing different situations where one party was unable to assert privilege against another party. Written by the LexisNexis Dispute Resolution team.
GLOSSARY
The councillor elected by the local authority as executive leader who together with two or more authority councillors appointed to the executive by the executive leader now constitute a 'leader and cabinet' executive under section 11(2a) of the Local Government Act 2000.
NEWS
TMT analysis: Clare McGarry, Partner at Harbottle & Lewis, provides commentary on Ofcom’s consultations and draft new codes for content and accessibility standards, which are set to regulate video on-demand services with more than 500,000 average monthly UK users.
GLOSSARY
Structural adjustment provisions are often included in leveraged facilities agreements. They allow for additional tranches of debt to be lent and certain other changes to the terms (for example extension of repayment dates or changes to the margin) provided the borrower receives the consent of each affected lender and also majority lender consent. Structural adjustment provisions prevent the situation where changes to the facilities which would be beneficial to the borrower are blocked by a small minority of unaffected lenders.