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Creditors Voluntary Liquidation

What are illegal dividends?

Illegal dividends, or unlawful dividends as they are also known, is when there are insufficient retained profits within the company to cover the dividend being paid. The technical definitions of this can be found at Section 830 of the Companies Act 2006 and reads as follows: “A company’s profits available for distribution are its accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made.” Dividends vs Salary A director of an owner managed business, where they are the sole director and shareholder, may ask why not just keep things simply and just receive a salary. The popularity of the split between dividends and salary is due to the tax benefits this arrangement achieves:

How assets are sold in insolvency

Pre-pack asset sales can often be viewed suspiciously. The sometimes high profile of these cases then leads to a misconception that assets are just sold back to company directors for rock bottom prices. This is rarely the case and this article will aim to deal with these misconceptions. The breakdown In 2014 Teresa Graham produced her report to Vince Cable into the implications of pre-packed sale in administration to connected parties. Following the “Graham review” pre-pack sales are even more highly regulated and insolvency practitioners are fined and reprimanded for not following the professional standards set out in SIP 16. If a pre-pack sale is made to a connected party the insolvency practitioner must: Demonstrate that the sale represents the highest achievable value for the business. Invite the party to make submissions to […]

Retention of Title Guide for Directors

Retention of Title or ROT as it is more commonly known is an instrument in supply of goods contracts whereby the supplier will attempt to take security over assets provided by retaining legal ownership until payments has been received. If you have been unable to pay a creditor and they are no longer willing to wait for their money they may approach you or turn up at your premises advising they have ROT a demand to remove their goods. It should be noted that the courts have repeatedly confirmed the onus is on the supplier to ensure the clauses and validly constructed, incorporated and enforced. Therefore, if they are being overly aggressive they may be trying to ensure you do not have time to take advice.This guide will advise you on common pitfalls and how […]

Practical steps to take prior to closing my company

All insolvency practices will take you through the legal steps, but it is also important to consider the practical steps that you should take to achieve the best outcome, both for creditors and for you. HM Revenue & Customs You should firstly ensure that you have completed all outstanding returns for PAYE, Corporation Tax, VAT and any other industry specific taxes you are required to pay. This will act to limit the liabilities to HMRC by reducing any outstanding penalties and actual return amounts are usually lower than the assessments that will be raised by HM Revenue & Customs. In particular bringing PAYE records up to date and arranging for P45 returns to be submitted will make claiming outstanding entitlements from the […]

Changes to insolvency law: Need to know basis

The final article in this series covers off a number of ways processing of information will occur under the new rules and also acts as a coverall for a few of the miscellaneous provisions which are also of import.   Statement of affairs Along with all of the other statutory forms, there will be a significant change to the information provided in the statement of affairs. It has been identified that as the statement of affairs is an item of public record and is at risk of divulging personal data which some parties would prefer not to be published. Accordingly the new rules state that employee and customer details should be set out in a separate table and this will not be placed on the public record. Instead there will be […]

Changes to insolvency law: the end of the round table

One of the major changes, particularly with the first meeting of creditors to place companies into liquidation, will be that physical meetings will no longer be an option, unless specifically requested by the required level of creditors. Whilst this may seem like a new advancement, the previous Insolvency Rules have allowed for virtual meetings since 2010 and the team at Robson Scott Associates have been conducting meetings in this fashion since 2011. Our experience is that these meetings are far more efficient and the uptake within the profession has been so low that the law makers have decided to now enforce this. The new decision making and consent procedures are described as follows. Deemed Consent Under the first process notices can be sent […]

Directors’ redundancy – can I claim?

Can directors claim redundancy following liquidation? Directors’ redundancy entitlements have historically been  difficult to successfully claim for. It used to be the case that directors were unable to make redundancy claims from the government-backed National Insurance Fund (NIF) where they were also controlling shareholders. The NIF is managed by the Insolvency Service and provides statutory payments for employees that have been made redundant. However, contrary to much popular belief, the position for directors has changed in recent years. This applies even where a director is the sole director and shareholder of the company.   Case law: Secretary of State V Knight The current case law relies on the court of appeal finding in the matter of Secretary of State for Business Innovation and Skills v Knight.   The respondent in this appeal was the sole shareholder […]

Liquidation – Some Practical Tips

This is not a guide to liquidation, but a look at some of the important issues that arise during the process that you might need to consider… There are a few guides available that will explain the different types of liquidation along with the liquidation process – indeed on our Business Shut Down page, I explain the liquidation process and options at some length.  The purpose of this blog is not to repeat that information, but to give some practical advice and tips for you to consider alongside the insolvent company liquidation process (also known as Creditors Voluntary Liquidation and CVL). Having decided that the company cannot continue in its current form, your next most important decision is whether the business should just shut down and disappear completely, or whether you should start again? The legal […]

New HMRC cash grab

Under new proposals announced in the Budget 2014 small print, the taxman will be able to access personal and business bank accounts to directly take any arrears of tax you may owe. How will it work? If you, or your business owes more than £1,000 in arrears of tax (inclusive of all forms of personal or business taxation), you could be at risk. Under new proposals due to come into force in April 2015, HMRC will be able to dip into bank accounts. They will not require a court order, nor will they have to issue formal proceedings – as long as they have sent reminders chasing tax arrears. So if you or your business owe more than £1,000 and have been sent correspondence from HMRC, under the new proposals, cash can be taken directly from your bank accounts to settle HMRC debts. HMRC will be required to leave a minimum of […]

Personal Guarantees

There are several firms that have cropped up within the last few years offering to negotiate or write off your bank or trade personal guarantees. Their fees vary greatly, as in our experience, does their success rate. Many of our clients have given personal guarantees, either to banks, finance companies, trade accounts, or to support asset purchases.  These personal guarantees ‘crystallise’, or in other words they become payable when they default on their agreements, or enter a formal insolvency, so its important for our clients to know that when we are assisting them, we are looking at all of their debt, including guarantees. So how do we go about this? How does it work? First of all, you need a ‘catch all’ plan to deal with the problems within your business – that’s where we can fit in. Robson Scott assesses the current state of your business, and works out with you, […]