Company Administration

Company Administration

What Does Going into Company Administration Mean?

When a company goes into administration, it has entered into a legal process (under the Insolvency Act 1986). It must be a viable business, so to achieve one of the statutory objectives of an administration:

  1. Rescue the company as a going concern.
  2. Entering administration to secure a better result, rather than closure, for the company’s creditors.
  3. Realising property within the company to distribute to secured or preferential creditors.

However, recent changes during the Coronavirus Pandemic have affected the above:

  • From December 1st, 2020, preferential creditors debts owed to HMRC, where a deduction has been made, will now be treated as secondary classes of preferential creditors. For example, VAT, PAYE, NIC and CIS tax.
  • Furthermore, point 3 above does not refer to how an administrator can pay unsecured creditors? Clause 65 (3) of the Insolvency Act 1986 permits an administrator to distribute a dividend to unsecured creditors of the company if the court first grants permission. The court could grant permission if it means higher dividend pay to creditors.

Company administration – when a company or LLP becomes insolvent and then put under the management of a licensed Insolvency Practitioner.

A company administration is ideal for protecting a company from company debt pressures.

You may view notices on websites or letterheads showing the phrase ‘In Admin’ or ‘In Administration’. Usually, the phrase refers to the company having administrators appointed, as detailed above.

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Who may appoint an Administrator?

An administrator may be appointed by a:

  • court.
  • holder of a qualifying floating charge.
  • company or its directors.

The administration must have a purpose and not be abused to avoid paying specific creditors.

The above applies to limited companies incorporated in England and Wales. For companies registered in Scotland, please

So:

If it cannot be saved, the administrator will aim to achieve a better return for creditors than would be possible if the company was wound up (without first being in administration).  For example, the company can continue to trade for a period of time while seeking a sale of the company or assets, such as:

  • goodwill
  • trademarks
  • patents
  • equipment
  • the customer database
  • software
  • content or websites

Also, entering administration can be used to liquidate the company’s assets and then distribute the proceeds to secured or preferential creditors, where neither of the first 2 objectives above are feasible.

Who is in Administration?

A daily listing of companies placed in administration may be viewed at the Gazette.

How can Insolvency Practitioners stop creditors, along with HMRC, taking action further? 

The Insolvency Act 1986, amended in 2003 and 2010, promotes the rescue of companies in the UK. It provides the company with a way to keep running if creditors want to shut it down.

In the UK, the law relating to freezing VAT, PAYE, tax and other creditors’ actions is set out in Schedule B1 of the Insolvency Act 1986 and Part 2 of the Insolvency Rules 1986. 

HBG Advisory uses the Insolvency Act 1986 and the Insolvency Rules 1986 to freeze creditors’ actions within 24 hours. 

Creditor pressure issues and HMRC enforcement issues can therefore be immediately frozen.

Purpose of an Administration

The statutory objectives to put your company into administration remain:-

  • Rescue a company as a going concern, or
  • achieve a better result for the Company’s creditors than if the Company remained wound up without entering administration first, or
  • realising the Company’s property to distribute to one or more secured or preferential creditors.

However, the Administrator should aim to rescue the Company as a going concern, unless it is not feasible to do so, or a better result could be obtained for creditors by not doing so.

HBG Insolvency recently sold a building as part of the Norfolk Street Hotel’s Administration. Based in Liverpool, Merseyside.

What does it mean when a company goes into administration?

A limited company experiencing financial difficulties (uncontrolled company debt) and under threat of a winding-up petition may lead to a company going into Administration (A form of company rescue). The administration is when a company’s affairs and assets are managed by an administrator, a licensed insolvency practitioner. All legal actions, however, cease upon appointment. However, depending on the situation, they may sell all or part of the business as a going concern. They, therefore, may sell the assets or close the business.

How does administration affect a director of a company?

The directors’ powers are restricted once a limited company goes into administration. Therefore, those directors in office at the time of administration may not carry out any management decisions or control without the authority of the appointed administrator.

Only when the administration concludes should directors, however, resume control.

An officer of the company, along with other persons involved, may be required to provide:

  • a statement of affairs; 
  • details of the company’s: 
    • assets;
    • liabilities; 
    • creditors.

However, any individual who fails to comply may face prosecution.

Going into company administration – Administration, meaning.

However, a trading administration may be plausible if unofficial discussions with the Company’s creditors enable the Company to trade while in administration. Maybe allowing the sale of assets to fund or raising funding ensures cash flow begins, reducing and possibly paying the outstanding debts. The Company can then trade out of difficulty once confidence restored.

Liquidation and Administration

If a company enters a creditor’s voluntary liquidation or compulsory liquidation, the liquidator may however only apply for an administration. The only exception, a company mandatory liquidation. A qualifying floating charge holder can appeal to the court for an administration order. The issuing of an administration therefore causes the court to dismiss the winding-up order with such additional provisions as it sees fit.

It is important to understand the difference between liquidation and administration.

When to consider a Company Administration

If you identify any of the issues highlighted below? Consider contacting HBG Advisory regarding considering Going into Administration:-

  • Landlords threatening to take possession;
  • HMRC pressing hard for arrears of PAYE, VAT & Corporation tax;
  • The bank threatening account closure;
  • Creditor pressure chasing forceful threats of legal action;
  • Wrongful trading concerns and personal liabilities;
  • Your Company holds excessive obligations, property, employees, and dropping down the ranks in the market;
  • Customers migrating elsewhere

What does business recovery mean?

A company going into administration?

What does going into administration mean? 

A company going into administration refers to an insolvent company placed under the control of licensed Insolvency Practitioners. Often appointed by the company directors themselves, though secured lenders may appoint to ensure their monies lent remain secure, and maybe repaid once sanctioned by the courts to appoint.

Once the company goes into administration, it requires a licensed Insolvency Practitioner appointed. The Company then remains ring-fenced from creditors threatening to commence or in the process of any legal action to recover outstanding monies.

Is a Company Administration free?

Costs vary depending on the complexity of the process, but a pre-packaged administration remains highly regulated, as a sale should produce the best value for the Company’s creditors.

Who may then opt to place a limited company into administration?

Normally. The directors initiate a voluntary process. May the business experience financial difficulties? However, a Qualifying Floating Charge Holder may also prompt an Administration (Banks, Secured Lenders) if they feel their monies remain at risk. This is referred to as an Administrative Receiver, the appointed Administrator.

Notice of Intention to appoint an Administrator?

A notice of intention to appoint administrators begins when the Company files a document Form 2.8B to the court to register its intention to enter administration. Therefore, this signifies the Company is attempting to resolve its financial issues. Usually used when a company attempts a pre-pack administration process. The notice is then registered at companies house.

Responsibility for its filing

  • Appointed company directors;
  • Any floating charge holder.

What’s the administration of a company? (Considered a Company Rescue)

Companies enter administration (an insolvency rescue procedure) that a company may enter if insolvent (usually when facing Compulsory Liquidation). The prospective Administrator, however, must demonstrate they may achieve one or more of the following:-

  • The rescue of the Company as a trading concern;
  • Achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up (without first being in administration);
  • Realising property to make a dividend to one or more of the “secured” or “preferential creditors;.”
  • Placing a company in administration can be complicated. The procedure remains dependent on the Company’s circumstances when considering your options.

Please contact HBG Advisory for more information and advice regarding the process.

The objective?

The first objective of an administration, however, remains to continue trading as a “going concern” (paragraph 3(1)(a), Schedule B1, Insolvency Act 1986).

Why enter a Company Administration?

Company administration protects a company experiencing insolvency from creditors. Therefore, frequently used to rescue the company from entering liquidation and closing down.

A business may enter administration for other equally important reasons, such as enabling the Company to plan and implement a restructure and recovery plan.
Therefore, they demonstrate to creditors the best practice to protect their position and have extra time to sell assets to pay creditors. However, as directors, they cannot perform. Indeed, though, an administrator can.

Thus, company administrations have many advantages and disadvantages. Hence, those companies hindered by extreme debt or significant litigation may be the most beneficial decision for buying time to restructure and recover.

Disadvantages of a Company Administration?

If your company maintains stable cash flow and assets? Then a company administration accordingly may be best suited for recovery.

However, a business with unstable cash flow and few assets may not suit an administration. Therefore, a Company Voluntary Arrangement may be better suited?

Therefore, a company administration demonstrates you agree to surrender the day-to-day control of your Company to a licensed insolvency practitioner.

The administration process remains known to the public domain. Therefore, your Company’s creditors, staff and customers may see the Company’s financial predicament. However, you remain legally obliged to notify them of your Company’s circumstances. Usual for many owner-managed companies not to yield control of the business provisionally. As with liquidation, the administration again requires advertising in the public domain.

A company administration remains an expensive process for a company to go through. Therefore, those companies with severe cash flow issues tend to shy away from this insolvency process.

The Administrator

Qualified Insolvency Practitioners act as Administrators. Usually, besides the initial person appointed. Two or more administrators assign, acting as “Joint and Several Administrators”.
An administrator, however, acts as an agent of the Company. (paragraph 69, Schedule B1, IA 1986) and as officers of the court (paragraph 5, Schedule B1). Moreover, they have to ensure they act in good faith. They must also be independent and impartial in the management of the Company and any property it holds.

Who can appoint an Administrator?

Three distinct ways a licensed insolvency practitioner can act as an administrator of a company.

  • Only one needs to apply:
  • One or more board directors;

As an Administrative Receiver:

  • A registered charge-holder;
  • A creditor via a court application.

Will Creditors receive any money?

However, whether creditors receive any payments for outstanding debt depends on the amount realised within the administration. Therefore, an order of preference exists when paying out funds to creditors. Unsecured creditors rank last behind preferential creditors (e.g. employees) and those who hold the security. Therefore, the Administrator sends their proposals to creditors within eight weeks of appointment once appointed. The report will contain information about the prospects of payment to creditors. Unsecured creditors often do not receive funds in full for outstanding balances from the Company.

Will creditors still chase me for repayments?

No. Administration provides a moratorium stopping creditors from taking further enforcement action, 

What is the difference between Secured and Unsecured Creditors?

An “unsecured creditor” is a creditor with no security protecting the outstanding amount.

A “secured creditor” retains a charge over an asset if defaulted.

Can the new company then have the same directors and shareholders?

Yes, they can. Typically, the best offer for an insolvent company’s business or assets may be from the existing directors or management team. No law prevents a director of company insolvency from forming a new company. However, directors disqualified may no longer act as a director whilst banned. Bankruptcy or those subject to a bankruptcy restriction order or undertaking may also not act.

What are the Timescales?

Putting a company into administration can take a few hours to 2 weeks or more. The size of the business and the complexities surrounding it may be complicated.

How long can a company be in administration?

Once the company enters administration, a company remains in administration for 12 months. However, this could be shortened to 6 weeks or extended into multiple years, depending on the Company’s circumstance.

Does an Administration differ from liquidation?

An administration rescues a viable business while liquidation permanently closes the Company. Assets and brands may still be sold to interested parties.

Will the Administration be advertised?

A notice of a company entering administration requires advertising in the Gazette. Furthermore, advertising remains at the discretion of the Administrator.

Let HBG Advisory help you. We can help your company administration with our no obligation and expert advice from our experienced partners. Speak with someone TODAY!

Can I change a company name while in administration?

YES.

Typical for a company to consider changing the name of the company before insolvency proceedings.

Voluntarily entering administration requires a licensed insolvency practitioner (IP). The IP forms a plan moving forward. You must discuss a name change with the Administrator, though usually, this should not present any legal problems.

Exit from Company Administration and enter a CVA

No time limit exists on a company in administration. However, an administrator remains obliged to carry out their duties as quickly as possible, so that the Company may cease in administration.

The exit may be by:-

Continuing to trade out of administration

However, the moratorium may offer the company time to resolve its financial issues by selling assets, additional funding, or an informal agreement with its creditors on repaying its debt outstanding.

When convinced the Company remains in a viable position, the Administrator can then release control of the Company, allowing the directors to resume their daily activities.

However, if not the case, then:

Company Voluntary Arrangement (CVA)

However, if the Company struggles to service historic creditors, but the business remains trading well, then a company voluntary arrangement (CVA) remains possible.

Therefore, a CVA allows a struggling business to trade while using current profits to stay afloat and pay off past debt.

A CVA – a formal payment plan for the Company to settle outstanding creditors.

Licensed insolvency practitioner draught a proposal for consideration by the Company’s creditors. 75% (by value) of the Company’s creditors need to agree with the CVA proposal to start. Once approved, this remains legally binding on all parties involved.

As per the agreement, the Company must make payments on time and in total, and creditors must adhere to the payment plan.

In most CVAs, however, a percentage of the outstanding debt is written off, along with reductions in operating costs to ensure the agreement’s viability.

Creditors’ Voluntary Liquidation (CVL)

A creditors’ voluntary liquidation (CVL) is used post-administration if the Company is no longer financially viable and will not be a future profitable entity.

If a creditor of a company in administration, view the guide issued by R3: ‘ADMINISTRATION GUIDE TO CREDITORS

If a shareholder of a company in administration, view this guide:- UKSA

Between April 2021 and June 2021, 169 administrations filed at Companies House. 

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