³ÉÈËÓ°Òô

View the related checklists about Liquidator

Perfecting security in real estate finance transactions—checklist

Perfecting security in real estate finance transactions—checklist This Checklist sets out the steps which property lawyers need to take to perfect security in a real estate finance transaction. Real estate finance lenders will typically want to take a full security package over all of the assets relating to the real estate. A real estate lawyer in a multi-disciplinary team will likely be responsible for arranging or inputting into the following securities and documentation: • security over the land, rental income, insurance proceeds, development and construction and contractual rights • reviewing the management agreement and negotiating a duty of care agreement (although in a multi-disciplinary team, this is sometimes handled by the banking and finance lawyer) • dealing with completion undertakings and post completion registration of the legal charge at Companies House and HM Land Registry as well as giving third party notices regarding rent payment, notice of charge where necessary of assignment of contractual rights or warranties See Practice Notes: Security in real estate finance transactions, Taking security over land...

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...

View the related practice notes about Liquidator

Role, powers, functions and duties of a liquidator

The role and functions of a liquidatorA liquidator must be a licensed insolvency practitioner and authorised by a recognised professional body or the Secretary of State.In basic terms, a liquidator’s function is to secure the assets of the company and ensure that they are realised and distributed to the company’s creditors and, if there is any surplus, to the company’s contributories. A liquidator must fulfil this function following the duties imposed and powers granted to them under the Insolvency Act 1986 (IA 1986) and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024.Liquidators have a duty to act in the interests of creditors and contributories generally and as such must exercise a high standard of care and skill. They must always act impartially and independently.A liquidator acts as an agent on behalf of the company, although in a somewhat different way to a standard agent in that this agent directs the principal as well as acts for it. The liquidator does not stand in the shoes of the...

The appointment of a provisional liquidator

This Practice Note gives guidance as to when and how to apply for the appointment of a provisional liquidator after the presentation of a petition but before the making of the winding-up order.Applying for the appointment of a provisional liquidatorThe appointment of a provisional liquidator under section 135 of the Insolvency Act 1986 (IA 1986) is very much an application of last resort and one that should only be made after careful consideration of all the relevant evidence and the possible cost consequences to the applicant:•the appointment of a provisional liquidator to a trading company is one of the most serious steps a court can take, since it is likely in many cases to have a terminal effect on the company’s trading life. See Revenue & Customs Commissioners v Rochdale Drinks Distributors•given the potential seriousness of the appointment of a provisional liquidator, in the case of a creditor’s petition, the petitioner must show as a threshold test that they were likely to obtain a winding-up order on the hearing of...

View the related precedents about Liquidator

Finance provisions—joint venture shareholders’ agreement

ALTERNATIVE 1: PROVISION FOR FUTURE LOANS BY SHAREHOLDERS Clause 1 Insert a new definition as follows (if not already included): Respective Proportion means, in relation to a Shareholder, the proportion which the number of Shares held by that Shareholder bears to the total number of issued Shares of the Company; Replace clause 9.3 with the following new clauses 9.3 and 9.4: 9.3 In the event that, at any time during the term of this Agreement, any such borrowings are not available or do not satisfy the working capital requirements of the Company as determined by the Board, each of the Shareholders, when requested from time to time, lend to the Company its Respective Proportion of the amount specified by the...

Short-form facility agreement (term loan): single company borrower—bilateral—unsecured

Short-form facility agreement (term loan): single company borrower—bilateral—unsecured Facility agreement This Agreement is made on [date] Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); and 2 [insert name of Lender], of [insert address] (the Lender). It is agreed as follows: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment • means £[•] ([•] Sterling) minus any amount reduced or cancelled in accordance with this Agreement; Commitment Period • means the period commencing on the date of this Agreement to and including [•]; Default • means an event that with the giving of notice, lapse of time or other applicable condition would be an Event of Default under Clause 16; Drawdown • means [the OR a] utilisation of the...

View the related q&as about Liquidator

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...

Can a majority shareholder force a minority shareholder to transfer their shares (whether to that majority shareholder or a third party)?

Can a majority shareholder force a minority shareholder to transfer their shares (whether to that majority shareholder or a third party)? A majority shareholder in a company has limited options under English law to force a minority shareholder to transfer their shares: they must rely on the statutory mechanism of squeeze-out or a scheme of arrangement to effect the transfer or, in a worst-case scenario, resort to liquidating the company. For this reason, a majority shareholder in a company will typically contract with any minority shareholders to gain these rights, using suitably drafted shareholders’ agreements and/or bespoke articles of association. This Q&A assumes that no shares in the company in question are publicly traded. Squeeze-out: compulsory acquisition of shares under the Companies Act 2006 Where a proposed buyer makes a takeover offer (as defined in sections 974–976 of the Companies Act 2006 (CA 2006)) for shares in a company, CA 2006 provides the buyer with a right to acquire the shares held by those minority shareholders...

View the related News about Liquidator

Restructuring & Insolvency weekly highlights—23 January 2025

This week's edition of Restructuring & Insolvency weekly highlights includes: an examination on the nature of the relationship between creditors and subject company in a company voluntary arrangement (Paramount Licensing Inc v Batty), an analysis on whether a company exiting administration should enter liquidation or be dissolved (Mittal v Berthier), the Insolvency Service’s newly released insolvency statistics for December 2024, plus a round-up of other news and cases for restructuring and insolvency professionals.

Administration exit routes—liquidation at request of creditor (Mittal v Berthier)

Restructuring & Insolvency analysis: While the administrators proposed that two companies exiting administration be dissolved, after hearing from a creditor the court decided that one of the companies should actually be placed into liquidation so that further investigations could be considered. Previous guidance on whether companies exiting administration should enter liquidation or be dissolved was applied to the facts of the case. Although the administrators had completed their investigations and concluded that no meritorious claims could be pursued, a key creditor wanted a liquidator to consider making claims and a dissolution would shut creditors out and extinguish any opportunity for creditors to raise funds for a liquidator to investigate and/or pursue any claims. In this case that was not appropriate. Written by Mark Sands, head of Insolvency at Apex Litigation Finance Ltd.

View the latest UK Parliament Acts documents on Liquidator

143 General functions in winding up by the court

(1)     The functions of the liquidator of a company which is being wound up by the court are to secure that the assets of the company are got in, realised and distributed to the company's creditors and, if there is a surplus, to the persons entitled to it.(2)     It is the duty of the liquidator of a company which is being wound up by the court in England and Wales, if he is not the official receiver—(a)     to furnish the official receiver with such information,(b)     to produce