In this scenario it is assumed that the foreign company was the lessee of the property, given the request for options for recovering ownership (by which it is assumed is meant possession) of the property by the freeholder or the head lessee. Where the foreign company is the freeholder the lease will continue notwithstanding the dissolution of the company (subject to any contrary provision in the lease) and the tenant will need to determine who its new landlord is, which may depend upon the laws of the country in which the company was registered. If the foreign company was freeholder, its freehold will be subject to escheat to the Crown, bringing the freehold interest to an end and allowing the Crown to take possession. On the assumption set out above, much will depend upon where the registered

This Practice Note considers the effect of a company’s insolvency on an occupational pension scheme in respect of which the company is the sponsoring employer. It also notes consequences if the company is the trustee of the scheme. It does not consider multi-employer schemes. Types of pension scheme A company’s pension scheme will most usually be either a defined benefit (DB) (usually ‘final salary’, sometimes ‘career average’, depending on the method used for calculating benefits) scheme or a defined contribution (DC) scheme—a ‘money purchase’ scheme. The impact of an employer’s insolvency on a scheme is significantly different depending on whether the scheme is DB or DC. This Practice Note considers common factors first, then turns to DB schemes. For more information on pension schemes, see Practice Note: Types of pension arrangements for employees available in the Lexis+® UK Pensions module (a subscription may be required). Initial steps on a company’s insolvency from a pensions perspective Notification obligations on the IP Where an insolvency practitioner (IP) begins

Where there is no designated beneficiary, no will, and the estate has debts, the key issue is whether the pension death benefits are payable outside the estate at the discretion of the scheme trustees/administrator, or whether they are payable to the estate under the scheme rules. Many pension death benefits are

Secure tenancies Section 79 of the Housing Act 1985 (HA 1985) defines when a tenancy will be a secure tenancy. HA 1985, s 79(1) provides: ‘A tenancy under which a dwelling-house is let as a separate dwelling is a secure tenancy at any time when the conditions described in sections 80 and 81 as the landlord condition and the tenant condition are satisfied.’ Thus two main conditions must be met: the ‘landlord condition’ and the ‘tenant condition’. HA 1985, s 80 describes the ‘landlord condition’. In essence, HA 1985, s 80 prescribes that the ‘landlord condition’ is only met if the landlord of the property is one of a specified list of types of landlord (the most prominent of which is a local authority landlord). Sale of the freehold If the local authority landlord sells the freehold of the property so

In England and Wales, a registered incorporated company has a separate legal entity to its directors and shareholders, and is able to hold property, enter into contracts, and maintain and defend legal actions. This is known as the Saloman principle following the case of Saloman v Saloman. Companies act on a day-to-day basis through their directors. However, directors are, generally, able to resign by the giving of notice, and the model articles of association (Table A) provide at paragraph 18(f) that a person ceases to be a director as soon as notification is received by the company of that resignation. However, by section 154 of the Companies

Rights of succession, introduced by the Agriculture (Miscellaneous Provisions) Act 1976 (AMPA 1976), extended a tenant’s security of tenure. This statutory scheme permitted two successions to enable close relatives of a deceased tenant to succeed the tenancy. Those rights were subsequently amended by the Agricultural Holdings Act 1986 (AHA 1986) and extended to include retirement. The current law is set out in AHA 1986, Part IV. In general, all tenancies entered into between 14 November 1976 and 12 July 1984 will have rights to succession in the event of the tenant’s death or retirement. However, from 12 July 1984, a tenant of rural land will not have an automatic

Succession under Agricultural Holdings Act 1986 (AHA 1986) The tenancy will have vested in the personal representatives (PRs) on death (see Scammell, Densham and Williams Law of Agricultural Holdings Section 3, paragraph 38.155 for more information). The AHA 1986, Pt IV deals with succession on death or retirement of tenant. The AHA 1986, s 34 states: (1)    The provisions of this Part of this Act shall have effect with respect to— (a) any tenancy of an agricultural holding granted before 12th July 1984… We assume that you have ascertained that succession rights are applicable to the tenancy in question (which depends on various factors, including the length of term of the tenancy). See Scammell, Densham and Williams Section 3 Part IV for more information. The AHA 1986, s 35 states: (1) Sections 36 to 48 below

Survivorship If there is a joint tenancy, then the tenancy will vest by a right of survivorship in the surviving joint tenant without having to consider statutory succession. This takes precedence over statutory succession or inheritance under a Will or intestacy. The tenancy will then be a sole tenancy. The succession of a sole tenant to the joint tenancy through survivorship counts as one succession for the purpose of section 17(2)(b) of the Housing Act 1988 (HA 1988). An assured tenancy (including an assured shorthold tenancy (AST)) can only enjoy one succession by operation of law. Therefore, if there has already been one succession under the right of survivorship there cannot be a later succession by statutory succession. However, there may be the grant of a new tenancy if the terms of the tenancy agreement provide wider succession rights than the statutory provisions. Statutory succession When the sole tenant

Subject to an employee's right to object to the transfer, the effect of a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) is that the transferee acquires: • all rights, powers, duties and liabilities under or in connection with the contracts of employment of transferring employees • liability for all pre-transfer acts and omissions of or in relation to the

What is merger? A lease terminates as a result of merger when both the lease and the reversion of that lease become vested in the same person—see Rye v Rye. As set out in Merger in law: Hill and Redman's Law of Landlord and Tenant, 2: ‘For the purposes of the law of merger, the reversion is deemed to be the greater estate, notwithstanding that it is in fact shorter than the term; hence a term of 1,000 years can be merged in a reversionary term of 500 years. Where the term merges into the reversion, the covenants attached to it are extinguished.’ However, the position in equity is different. Where the reversion and the term

The general common law principle is that, when a lease comes to an end, any underlease automatically terminates. However there are exceptions. This Practice Note covers surrender, merger, surrender and grant of a new lease, the exercise of a break in a lease or headlease, issues for the tenant, security of tenure, forfeiture of a lease or headlease and whether a sub-tenant or undertenant has the ability to seek relief from forfeiture. Consensual termination—surrender or merger Statute intervenes on surrender of a lease. It is a consensual termination and the tenant's interest is deemed to pass to the landlord subject to the rights of the undertenant. The effect of a merger is the same. The underlease survives and the landlord takes the benefit and burden of the underlease covenants. Consensual termination—surrender and grant of new lease The same applies if the lease is surrendered (by deed or by implied surrender) for the purpose of granting a new lease. The tenant or new tenant has the same rights against the

The general common law principle is, when a lease comes to an end, any underlease automatically terminates. Practice Note: What happens to an underlease on termination of the lease? covers forfeiture and relief from forfeiture. It explains that forfeiture of a lease is a unilateral action by the landlord which