A limited company liquidation is the process of completing the sale of a limited company’s assets so that it ceases to trade. There are two main types of this process: voluntary liquidation and compulsory liquidation. With voluntary liquidation, when an insolvent limited company sells all of its assets in a bona fide transaction with a third party, it makes a payment to the creditors and ceases trading. With compulsory liquidation, the company is required to wind up its affairs and make arrangements for a creditor liquidation.
Voluntary liquidations are similar to the process of company dissolution, except that a third party, known as the purchaser, purchases the assets and continues using them, rather than the company dissolving itself. The company is then no longer considered a trading entity, and so it ceases to be a limited company. Compulsory liquidations are ordered by the court and are started with a formal statutory demand on the business to wind up its affairs. During this period, the directors put together a scheme of arrangement which sets out how the creditors will be paid, or if there will be any surplus left over after all liabilities have been settled with creditors. A meeting of creditors is called to give them an opportunity to vote on this scheme of arrangement.
Solvent vs Insolvent Liquidation:
A voluntary liquidation is used when a company is aware of its insolvency and chooses to have the liquidation because of their own financial problems. As a result, there is usually not much or no surplus. A compulsory liquidation is ordered by court order. A judge will decide that the company is incapable of continuing in existence and will appoint special commissioners to wind up the business. Compulsory liquidations are usually used when companies are in dispute with creditors. There are many reasons why limited companies choose to undergo liquidation. This is generally due to an inability to meet the company’s liabilities. Some of the circumstances might be that business has slowed down, or there have been adverse changes in market conditions which have affected sales, so that they cannot continue owing money to creditors. Another reason might be because of a lack of working capital.
Alternatives to liquidation: Company strike off:
Liquidation of company involves three stages or transactions that are as follows:
Repaying of loans, enforcing an order for payment of money and distribution of shares.
In such a circumstance, the company can be struck off from the register of companies. Once it is struck off from the register of companies, it cannot restart or continue its business under the same name or use its assets for any purpose. If a company has ceased to trade and has no assets, then it may be possible to strike it off. In some cases, the company may have closed due to other reasons, such as bankruptcy or death of a shareholder and in such a case it is possible to strike off the company by applying to the court. Once the company is struck off from the register of companies, it cannot restart or continue its business under the same name or use its assets for any purpose.
Your entitlement to director redundancy:
A loan agreement is a contract between a borrower and a lender. It sets out the terms and conditions of the loan, including how much money is being lent, when it must be repaid and what happens if the borrower fails to repay on time or defaults altogether. There are two main types of loan contract: a demand loan and an installment loan. A demand loan is one for which there is no set repayment schedule interest continues to accrue on it until either the lender or the borrower decides to call it in. In contrast, an installment loan is one in which the lender sets a definite repayment schedule and the borrower is liable to repay on time.
A valid demand loan agreement is one which satisfies all three conditions of consideration, capacity and legality. Capacity means that the borrower has sufficient funds to pay the amount due under the agreement. Consideration means that it is a valid agreement between them. Legality means that it is legal to create a contract for purposes of creating such a debt.
The need for expert liquidation advice:
In the majority of cases where a company is in voluntary liquidation, directors cannot feel that they are able to make any necessary decisions without the assistance of designated outside insolvency practitioners. The Liquidator or administrator will act as an expert advisor to the Directors and will assist them in making the difficult decisions which need to be made. The accountant will be called in to assist the liquidator and the directors to consider all of their options, including those of a short-term financial nature. If you are trying to run your company’s affairs while it is going through liquidation, a professional accountant can provide invaluable advice and guidance. An accountant can also be an important employee who will work hard to assist your business once it has been struck off.
Liquidators establish a scheme of arrangement for the benefit of creditors. This is a document setting out the terms on which creditors will be paid. It may be in writing or it may have to be put to creditors at a meeting. If the scheme does not include any terms about residual assets, it is likely that some creditors will not receive anything.
From a legal prospective liquidation is an ordered insolvency procedure in which the assets and property of a company whose liabilities cannot be paid are transferred to one or more other persons. The liquidation process puts an end to the business activities of the company and reduces it to the form of a brand new limited company. The liquidator, who is appointed by the court, puts together a formal statement, called a statement of affairs, which shows all the company’s assets and liabilities. The liquidator is required to sell the company’s assets at fair value and distribute the proceeds of sale to the creditors according to their priority. The liquidator must also apply to court for directions on all other matters pertaining to the liquidation process.
All limited companies are subject to normal insolvency procedures when they can no longer pay their liabilities as they fall due, which may include being wound up, placed in receivership or being entered into administration or voluntary liquidation.
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