There are several key areas to consider—the ability of a company in administration to bring a claim, whether a claim can be brought against a company in liquidation, and lastly, the impact of that claim being brought by way of adjudication (which is provisionally binding, unless and until the dispute is finally resolved by arbitration or litigation). Powers of administrator The administrator's powers are the same no matter how they are appointed. They are very wide as an administrator may do anything necessary or expedient for the management of the affairs, business and property of the company. Therefore, while there are specific powers set out under the Insolvency Act 1986 (IA 1986), these are not exhaustive considering the administrator's overall duty. As well as the powers granted under IA 1986, Sch B1, the administrator can exercise all powers set out in IA 1986, Sch 1 which are given to administrators to enable them to achieve the purpose of the administration. These are very wide

A company is put into a members’ voluntary liquidation (MVL) when it is solvent, and the directors can make a declaration of solvency which states that the company can pay its debts in full with interest at the official rate within a period of not more than 12 months. A resolution to wind up must be made by the shareholders within five weeks of the declaration. The winding-up is deemed to have commenced at the time of the passage of the resolution. See Practice Note: Placing a company into MVL Once this happens, the company will appoint a liquidator. Once this happens, the company will cease to trade, and the liquidator

Section 580 of the Companies Act 2006 (CA 2006) provides that a company’s shares must not be allotted at a discount to their nominal value. Subject to this, it is not a legal requirement that a company should obtain the maximum premium or any premium on the issue of shares. However, the directors will be under a fiduciary duty to obtain the best price

Different types of liquidation 'Liquidation' or 'winding up' is the process by which the affairs of a company and the company’s existence are brought to an end. Liquidation may be either: • insolvent (where a company is unable to pay its debts, or its liabilities are greater than its assets), or • solvent Liquidation may be commenced: • by court order (see: Compulsory liquidation—overview), or • out of court (voluntary liquidation) A voluntary liquidation of: • an insolvent company is a creditors' voluntary liquidation (CVL) (see: Creditors' voluntary liquidation (CVL)—overview) • a solvent company is a members' voluntary liquidation (MVL) (see: Members' voluntary liquidation (MVL)—overview) and is dependent on a declaration of solvency by the directors (sections 89–90 of the Insolvency Act 1986 (IA 1986)). For more information, see Practice Note: What is a statutory declaration of solvency and what happens if a false declaration of solvency is made? For further guidance, see the following Practice Note: Liquidation—an introductory guide. What types of company

This Q&A assumes that the company is not a registered charity. This Q&A has not considered charity law regulation in answering the question. The Companies Act 2006 (CA 2006) provides that a company limited by guarantee must have at least one member. This is subject to any bespoke provision of the articles of association, which may provide for there to be more than one member. If the company has adopted the Model articles—private company limited by guarantee, it will be permitted to have a sole member. It is common for the articles of association of a company limited by guarantee to provide for the automatic cessation of membership in prescribed circumstances. Article 22 of the Model articles—private company limited by guarantee provides for the automatic cessation of membership due to death or, in the case of a corporate member, ceasing to exist. This article also provides that membership is non-transferable: ‘22 Termination of membership (1) A member may withdraw from membership

For the purposes of this Q&A, we have assumed that the company is a company limited by guarantee without a share capital (although a company limited by guarantee and with a share capital may exist, it has not been possible to form such a company or re-register as such a company since 22 December 1980 in Great Britain and since 1 July 1983 in Northern Ireland, see section 5 of the Companies Act 2006 (CA 2006)). We have further assumed that the company is not a charity and not regulated by any regulatory body. The ordinary meaning of 'dividend' is a share of profits, whether at a fixed rate or otherwise, allocated to the holders of shares in a company (see Henry v Great Northern Rly Co). Therefore, a company limited by guarantee without a share capital is unable to pay dividends in that sense. However, a dividend is just one category of distribution that may be made by a company.

In summary, a company is able to structure its share scheme so that it allows those who voluntarily resign the same equity bonus as those who retire, however, depending on the type of employee share scheme the company is adopting, the awards may not be able to benefit from the same tax-advantaged treatment. There are both tax-advantaged and non tax-advantaged share schemes. As a general rule, tax-advantaged schemes are less flexible and the terms of the scheme that need to

In the UK, intellectual property (IP) rights arise either: • when registered with a government authority, for example UK trade mark registrations are registered at the UK Intellectual Property Office, or • automatically, for example copyright and database right protection are established when certain formalities are satisfied Different types of intellectual outputs are protected in different ways, regardless of whether they form part of pre-contract discussions or are otherwise created. IP outputs that may be applicable to pre-contract discussions include literary creations (which includes software) which might attract copyright protection, technological inventions that may be protected by patents (once registered), and the external

Section 106 of the Town and Country Planning Act 1990 (TCPA 1990) provides a mechanism whereby a developer can enter into an agreement with the relevant planning authority to mitigate the effects of the development. TCPA 1990, s106 will often be used to establish an agreement that as part of the development (though not necessarily on the same site) the developer will develop affordable housing, but agreements can be significantly wider and can include restrictions on the use of

Under the Prospectus Regulation an issuer is required to publish a prospectus which must be approved by a competent authority when offering securities to the public in the EEA or applying to have securities admitted to a regulated market (if no applicable exemption is available). In order to make cross-border share issues within the EEA easier, the EU prospectus regime contains ‘passporting arrangements’ which allow companies to draw up a single prospectus for use throughout the EEA. Passporting provisions in the Prospectus Regulation Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 contain passporting provisions which provide that a prospectus approved by the competent authority in one EEA state (the home member state) can be used in another EEA state (the host member state) without the need to have the prospectus approved by the competent authority in the host member state. Accordingly, a UK issuer has been able

We assume in this Q&A that the company is a private company limited by shares. A company is generally prohibited from indemnifying its directors against any liability in connection with any negligence, default, breach of duty or trust in relation to the company (section 232(1) of the Companies Act 2006 (CA 2006)). However, directors can be protected from liability by the acquisition and maintenance of insurance by the company for its directors against liabilities and by the company giving qualifying indemnities to its directors against certain liabilities (CA 2006, s 232(2)). Accordingly, a company may purchase a directors’ and officers’ insurance

As stated under sections 282 and 296(4) of the Companies Act 2006 (CA 2006) and Practice Note: Written resolutions, a written resolution is passed when the required majority of eligible members have signified their agreement to it. As further stated in CA 2006, s 289(1), in relation to a resolution proposed as a written resolution of a private company, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution. A special resolution must also be filed at Companies House (see Q&A: Is a special resolution still valid if not filed at Companies House?). In the case of a failure to pass a written resolution in accordance with the statutory procedure, the directors