Buying liquidated assets definition

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UK uses cookies to make the site simpler. Find out buying liquidated assets definition about cookies. This publication is licensed under the terms of the Open Government Licence v3. To view this licence, visit nationalarchives. Where we have identified any third party copyright information you will need to obtain permission from the copyright holders concerned.

This publication is buying liquidated assets definition at https: There is a different guide if you want to wind-up a partnership. Liquidation will stop the company doing business and employing people. Alternatively you can choose to buying liquidated assets definition your company by striking it off the Companies Register.

For an insolvent company, directors can wind up their company through a creditors voluntary buying liquidated assets definition or a compulsory liquidation.

Creditors can also apply to wind-up an insolvent company up through compulsory liquidation. Find out how creditors apply for compulsory liquidation. If the company has been dissolved you will need to restore the company before applying for liquidation. There are 3 exceptions that allow you to reuse a company name and these are outlined in section 7. Liquidation is overseen by a liquidator either the official receiver or an insolvency practitioner.

In a voluntary liquidation the shareholders will appoint and pay for an authorised insolvency practitioner to act as liquidator. Compulsory liquidation can only take place when a winding up petition is made to and accepted by the court. If you want to wind-up the company because you are in disagreement with the other directors you will only be able to do this if you are a shareholder or a creditor.

As a shareholder you must show why the company should not be allowed to continue. You should get advice if you are in this position.

If the company has been dissolved you will need to restore the company. You must call a meeting of shareholders and ask them to vote for the court to wind up the company. Once the resolution is made, or you can set out why the company should be wound-up you need to complete a winding up petition. The petition should include the details outlined in Rule 7.

A template form is available for applications to the High Court. You also need to provide a statement of truth that includes the details outlined in Rule 7.

This will be entered onto the petition before you deliver it. In all cases you must send a copy to the relevant liquidator, administrative receiver, administrator or supervisor if the company is involved in:. The court will put an official receiver in charge of the liquidation. Winding-up the company will also help your employees get money they are owed even if the company has no assets. Read more about your responsibilities. After your winding up order is approved you will be invited to an interview with the official receiverthis will usually be a face to face interview but may be by telephone.

If your company has been buying liquidated assets definition by one of your creditors the official receiver may also contact you by telephone to find out if there is anything that needs to be sorted out urgently. Buying liquidated assets definition must attend the interview and cooperate with the official receiver.

The more organised you are, the more straightforward the process will be. Before the interview, telephone the official receiver to confirm or rearrange the appointment; let them know if:.

Collect together all the paperwork you have been asked to take to the interview or have with you during the telephone call. This usually takes less than 8 weeks, though it can take up to 12 weeks. They will also report to the insolvency Service if they think you may have broken the law in your financial dealings. The official receiver will investigate why the company became insolvent and whether this was caused by unfit conduct by any of the directors. If unfit conduct by a director is revealed, the official receiver can apply to the court for a disqualification order under the Company Directors Disqualification Act A banned name includes:.

This restriction applies to both registered directors and people who have acted as a director in the 12 months before liquidation. You should take professional advice so you buying liquidated assets definition understand how the restrictions and exceptions apply to you.

You may use the buying liquidated assets definition if the business of the insolvent company is sold by a licensed insolvency practitioner buying liquidated assets definition you provide legal notice that you intend to act in the management of the new business. To do this you must publish a notice in the Gazette containing the details outlined in rule There is a template that you buying liquidated assets definition use.

You must also send a copy of the notice to all creditors of the company known to you or whose names and addresses could be obtained by reasonable enquiries buying liquidated assets definition later than 28 days after completion of the sale. You can ask the court for permission to use the company name within 7 days of the liquidation.

This will allow you to use the company name for:. You can apply for permission after 7 days have passed and up to 5 years following the date of the liquidation. You are involved with another company which has used the same or similar name as the liquidated company for the 12 months before the date of liquidation. You do not require permission of the court to keep using the name in connection with that company provided the company has:.

To help us improve GOV. It will take only 2 minutes to fill in. Skip to main content. Home Guide to liquidation winding up and re-using a company name. How a liquidation is managed 3. Liquidating a solvent company members voluntary liquidation 4. Liquidating buying liquidated assets definition insolvent company 5. What happens to a director after insolvent liquidation 7.

Reusing the company name after insolvent liquidation. There are three ways a company can be liquidated. Is this page useful? Yes this page is useful No this page is not useful Is there anything wrong with this page? Thank you for your feedback. What were you doing?

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MBA Mondays are back after a week hiatus. We are several posts into a series on Merger and Acquisitions. In our last post, we talked about the key characteristics of mergers and acquisitions.

And we touched on the two kinds of purchases, the asset purchase and the company purchase. As I said in the prior post, a buyer can either purchase the entire company or the buyer can purchase select assets and assume select liabilities.

This kind of transaction is known as an asset sale. Asset sales can happen as a partial exit or a complete exit. In the partial exit, a company transfers certain assets and certain liabilities to another company in exchange for some consideration, and then continues operating as a going concern. In the complete exit, the company transfers all of the assets and liabilities that the acquirer is interested in and then winds down the company and settles all remaining liabilities and then liquidates.

In the partial exit, the asset sale is a desirable transaction. It is the way that many spinoffs are done.

Many companies will build or buy themselves into a diverse set of operating businesses and they ultimately realize that the business has gotten too complex to operate or too complicated to explain to investors.

They can simplify their business by spinning off, selling, and otherwise exiting some, but not all, of their businesses. In the complete exit, the asset sale is often an undesirable transaction. If there is not going to be an ongoing business left after the sale transaction, it is most often best to get the purchaser to take all the assets and all the liabilities via a company purchase. The seller then has to unwind what is left and liquidate the company.

The seller may have to use some or all of the consideration that was given cash or stock for the desirable assets to settle the remaining liabilities. The seller cannot liquidate the business and take out the consideration before settling with the creditors.

If the liabilities are larger than the consideration obtained, a bankruptcy or some other settlement procedure with creditors may be necessary. The asset sale may also be undesirable for tax reasons. In a company purchase, the acquirer purchases the stock from each of the stockholders and takes control of the entire business.

The stockholders get a capital gain, either short term or long term depending on the length of time they held the stock. Any remaining cash after all that will be distributed out in a liquidating distribution. There may be taxes to be paid at the company level on the sale transaction which will further eat into the proceeds which can be paid out. And there is the possibility of taxation of the liquidating distribution depending on what kind of business entity the seller was operating.

There may be times when an exit is best done via an asset sale. I can imagine a set of circumstances where it might actually be desirable for a seller to do that. But those circumstances are not very common and it is generally true that if you are looking to exit a business, you want to do it via a company purchase transaction, not an asset sale transaction.

If you are the acquirer however, asset purchases can be very desirable. December 20, — MBA Mondays. Next week we will talk more about the company sale transaction.