Liquidation Definition

GLOSSARY

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What does Liquidation mean?

The process by which a company's assets are realised for the benefit of its creditors.

A liquidation may be compulsory, in which case it is initiated by an order of the court, or it may be voluntary, in which case it is instigated by the company itself. There are several powers which are only available in a compulsory winding up.

Insolvency

The process by which a company's assets are realised for the benefit of its creditors.

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Bank Recovery and Resolution Directive (BRRD)—timeline [Archived]

Bank Recovery and Resolution Directive (BRRD)—timeline [Archived] Archived:This timeline has been archived. For developments from January 2024 onwards, see EU Bank Recovery and Resolution Directive—timeline if they relate to the EU BRRD, or UK bank recovery and resolution regime—timeline if they relate to the UK bank recovery and resolution regime, For further guidance on the EU BRRD, see Practice Note: Bank Recovery and Resolution Directive (BRRD)—essentials. For further guidance on the UK bank recovery and resolution regime, see Practice Note: The UK bank recovery and resolution regime. Date Source Document Description 20 December 2023 European Banking Authority The EBA publishes amendments to disclosures and reporting on MREL and TLAC The European Banking Authority (EBA) has published its final draft implementing technical standards (ITS) on amendments to disclosure and reporting of the minimum requirement for own funds and eligible liabilities (MREL) and the total loss absorbency requirement (TLAC). The amendments reflect the new requirement to deduct investments in eligible liabilities instruments of entities belonging to the same resolution group, the...

Directors’ due diligence questionnaire and guidance before swearing a statutory declaration of solvency for a members' voluntary liquidation

Directors’ due diligence questionnaire and guidance before swearing a statutory declaration of solvency for a members' voluntary liquidation Why do the directors need to conduct due diligence? When taking steps to prepare a company for winding-up, a number of matters need to be addressed. This Checklist sets out some of the matters the directors should investigate prior to swearing a statutory declaration of solvency for the purpose of placing a company into members’ voluntary liquidation. A full enquiry of the company’s assets and liabilities must be carried out so that the directors can satisfy themselves that the company will be able to pay its debts in full, together with interest at the official rate, within no more than 12 months from the commencement of the winding-up. This issue becomes paramount where an early distribution of assets to members takes place, as any unexpected liabilities could lead to claims being made against the company and possibly the liquidator. Therefore, the liquidator may require shareholders to provide an indemnity, particularly if an...

Corporate insolvency for dispute resolution practitioners: compulsory liquidation

This Practice Note contains a summary of the key points relating to compulsory liquidation from the perspective of a dispute resolution practitioner.What is compulsory liquidation?Compulsory liquidation is the process of winding up a company by the court, as distinct from a voluntary liquidation (both creditors’ voluntary liquidation (insolvent) and members’ voluntary liquidation (solvent)) which is commenced by a shareholders’ resolution.Compulsory liquidation is most frequently used by a company’s creditors, but it is also possible for others to wind companies up, such as the company itself or its members.For further reading on compulsory liquidation generally, see Practice Note: Liquidation—an introductory guide.The effect of compulsory liquidation on legal proceedingsExisting proceedingsThere is an automatic stay on existing legal proceedings against the company once a winding-up order has been made or a provisional liquidator appointed. This means that no action or proceedings can be commenced or continued against the company without the court's permission. Anyone wishing to lift this stay must apply to the court under section 130(2) of the Insolvency Act 1986 (IA...

Overseas companies in the UK—winding up, liquidation, insolvency and closure

When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with Companies House. For details on registration requirements, see Practice Note: Overseas companies with an establishment in the UK.The regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property. For further details on the register of overseas entities that own UK property established by the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities that own UK property.This Practice Note summarises the requirements of an overseas company pursuant to the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs 2009) in relation to its winding up, liquidation or other insolvency proceedings and the closure of its UK establishment.This Practice Note should be read in conjunction with Practice Notes:...

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Short form of consultant’s appointment

Short form of consultant’s appointment This Agreement is made on the [insert date] day of [insert month and year] Parties 1 [Insert Employer name] (Company Registration No. [insert number] whose registered office is at [insert office]) (the 'Employer' which term shall include all permitted assignees or other transferees under this Agreement); and 2 [Insert Consultant name] (Company Registration No. [insert number] whose registered office is at [insert office]) (the 'Consultant') Whereas (A) The Employer has entered into or proposes to enter into a contract with [insert name of contractor] of [insert contractor's address] for the [design and] construction of a [insert brief description of the project] (the ‘Project’) at [insert location of site] (the 'Building Contract'). (B) The Employer wishes to appoint the Consultant to perform the services set out in Schedule 1 (the 'Services') in accordance with the Agreement It is hereby agreed as follows 1 Definitions and Interpretation 1.1 In this Agreement the following expressions shall have the following meanings: [Beneficiaries • any and all...

Guarantee and indemnity—seller obligations—private M&A—asset purchase

Guarantee and indemnity—seller obligations—private M&A—asset purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and 2 [insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer). BACKGROUND: (A) The Buyer has agreed to purchase the Business as a going concern pursuant to the terms of the APA. (B) The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the APA and provide the Buyer with an indemnity in respect of such obligations of the Seller. The parties agree: 1 Definitions and interpretation 1.1 In this Deed, unless otherwise provided: APA • means the asset purchase agreement between the Buyer and the Seller made on or...

Dive into our 256 Precedents related to Liquidation

What is the position of a security holder if the company that created the security is dissolved?

What is the position of a security holder if the company that created the security is dissolved? This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its security. It also considers the position of a receiver appointed by the security holder prior to the dissolution of the relevant company. Summary If a security provider is dissolved as a matter of English law it is normally still possible for the security holder to enforce the security it holds by exercising the mortgagee’s power of sale. There may be circumstances in any particular case that make an application to restore the dissolved company to the register desirable to protect the security holder’s position. Circumstances where this issue commonly arises The problems associated with a security provider being dissolved while security is in force occur most often in real estate finance and other asset finance transactions. Typically, these issues arise where a special purpose...

What is meant by the phrase ‘piercing the corporate veil’?

What is meant by the phrase ‘piercing the corporate veil’? A properly formed registered company is a separate legal entity from its shareholders and has separate rights and liabilities as a separate legal person. This principle is colloquially described as the corporate veil or the Salomon principle, being most famously stated by Lord MacNaghten in the case of Salomon v Salomon: The company is at law a different person altogether from the subscribers to the memorandum; and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act. A company, as a separate legal entity, continues to exist irrespective of changes to its membership. It owns its...

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Restructuring & Insolvency weekly highlights—10 October 2024

This week's edition of Restructuring & Insolvency weekly highlights includes newly published guidance on the information sharing measures in the Economic Crime and Corporate Transparency Act 2023, an analysis of a de facto director’s liability for a company’s losses caused by his breaches of duty (Lime and Black v Mistry), plus a round-up of other news and cases for restructuring and insolvency professionals.

EBA publishes guidelines on crypto asset redemption plans under MiCAR

The European Banking Authority (EBA) has published its guidelinesfor the orderly redemption of token holders in case of an issuer's crisis, targeting competent authorities under the Markets in Crypto-Assets Regulation (MiCAR). The Guidelines outline the redemption plan for asset-referenced tokens (ARTs) and e-money tokens (EMTs), including liquidation strategies, critical activity mapping, redemption claims, redemption process steps, and trigger elements.

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