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Resolutions
Contents
Introduction
1. Resolutions - the basics
2. Resolutions - different types
3. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This guide is about different types of company resolution. It explains what they are and the differences between them. It also tells you which resolutions need to be filed at Companies House.
This is one of a series of Companies House guides which provides a simple guide to the Companies Act and other related legislation.
Please note that this is only intended as a brief introduction to the subject, so you should read it in conjunction with the relevant law.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).
CHAPTER 1
Resolutions - the basics
1. What is a resolution?
A resolution is an agreement or decision made by the directors or members (or a class of members) of a company. When a resolution is passed, the company is bound by it.
A proposed resolution is a motion. If the necessary majority is not obtained, then the proposed resolution fails.
2. How is a vote taken?
The vote on a resolution in a general meeting (or in a meeting of a class of members) is taken according to the rules in the company's articles of association. Generally it is by a show of hands. But any member may demand a poll unless the company's articles say otherwise. A declaration by the chairman that the resolution is carried on a show of hands is all that is required for a resolution to be passed. The number of votes for or against need not be counted.
3. Who must receive copies of a resolution before and after approval?
Notice of the intention to propose a resolution must be sent to company members. If a company has auditors, they must also be sent copies - or otherwise notified of the contents - of all proposed statutory written resolutions (see chapter 2).
Companies House must be sent a copy of any resolution listed in question 4 below. The resolution must be:
in printed form (or in another form approved by Companies House); and
delivered to Companies House within 15 days of the date it was made or passed by the company.
4. What resolutions need to be sent to Companies House?
A copy of every resolution or agreement listed below must reach Companies House within 15 days after it has been passed. Some of the resolutions are described more fully in chapter 2.
Special resolutions and extraordinary resolutions. Also, resolutions or agreements passed by unanimous agreement of all the members but which would otherwise have needed to be passed as special resolutions or as extraordinary resolutions.
Elective resolutions. Also, resolutions revoking elective resolutions.
Class resolutions passed by unanimous agreement of all the members of a class of shareholders but which would otherwise have needed to be passed by a specific majority or in another manner. Also, all resolutions or agreements that effectively bind all the members of any class of shareholders though they have not been agreed by all those members.
Directors' resolutions as listed in question 1 of chapter 2.
Ordinary resolutions as listed in question 2 of chapter 2.
Resolutions for voluntary winding-up. (See our guide, 'Liquidation and Insolvency' or 'Liquidation and Insolvency (Scotland)' for more information on this.)
CHAPTER 2
Resolutions - different types
There are eight types of resolution
1. Directors' resolutions
These are only used by directors at board meetings. The following directors' resolutions must be filed at Companies House:
a resolution to change the company's name in response to a direction from the Secretary of State under section 31(2) of the Companies Act 1985;
a resolution to alter the memorandum of association of a company ceasing to be a public company following the acquisition of its own shares;
a resolution by the directors of an old public company to re-register as a plc;
a resolution to allow title (meaning the right to benefit from ownership) to be evidenced and transferred without a written document.
2. Ordinary resolutions
These are used for all matters unless the Companies Act or the company's articles of association require another type of resolution. They are passed by a simple majority of members who are entitled to vote at a meeting, notice of which has been properly given. Voting may also be allowed by a member's substitute known as a proxy. The length of notice required for an ordinary resolution depends on the kind of meeting at which the resolution is to be discussed. An ordinary resolution may be passed at short notice using the same arrangements as apply to special resolutions - see question 4 below.
The following ordinary resolutions need to be filed at Companies House:
a resolution to give, vary, revoke or renew an authority to the directors to allot shares;
a resolution to give, vary, revoke or renew an authority to the company to make a market purchase of its own shares;
a resolution to prevent or reverse a directors' resolution to allow title of shares to be evidenced or transferred without a written document;
a resolution to authorise an increase of share capital. This type of resolution must be sent with Form 123 (notice of increase in nominal capital).
3. Extraordinary resolutions
These are required for certain matters, for example modifying the rights of classes of shareholders or winding-up. They are passed by at least 75% of the members who vote on the motion, in person or by proxy (where allowed) at a general meeting. The length of notice required for an extraordinary resolution will depend on several factors, including the type of meeting to be held. They may be passed at short notice under the same arrangements as for special resolutions - see question 4 below.
4. Special resolutions
These are passed at a general meeting of which at least 21 days' notice specifying the intention to propose a resolution as a special resolution has been given. (In Scotland, the 21 days may include the day of the meeting.) As with an extraordinary resolution, a special resolution requires a 75% majority. It is required for important matters such as alterations to the memorandum or articles of association, a change of name, or a reduction of capital to be approved by the court.
A meeting at which a special resolution (or an ordinary or extraordinary resolution) is to be proposed may be held at shorter notice with the agreement of the members entitled to attend and vote at the meeting. Agreement to short notice of the meeting and resolution must be by:
the majority of members in number who also hold at least 95% in nominal value of the shares giving voting rights; or
in the case of a company without share capital, the majority of members in number who also represent at least 95% of the total voting rights; or
in the case of a meeting called as the annual general meeting, all the members.
Private companies may pass an elective resolution (see question 5 below) to reduce the majority required to authorise short notice of a meeting and notice of a resolution, to not less than 90%.
When a resolution alters the memorandum or articles of association of a company, a copy of the amended document must also be filed at Companies House.
5. Elective resolutions
These may be passed by private companies only and for five specific purposes - see below. 'Elective resolutions' must be passed by unanimous agreement in general meeting of the company by all the members entitled to attend and vote at the meeting in person or by proxy. A period of 21 days' notice of the resolution(s) must be given unless all members entitled to attend and vote at the meeting agree to a shorter period.
Elective resolutions may be used for the following purposes only:
to amend the duration of the authority of directors to allot securities;
to dispense with the holding of annual general meetings;
to dispense with the laying of accounts and reports before the members in general meeting;
to allow the majority required to authorise short notice of a meeting and notice of a resolution to be reduced from 95% to a lower figure but not less than 90%;
to dispense with the annual appointment of auditors.
6.Written resolution
A written resolution signed by all the members, or a resolution of any class of members, may be passed by a private company to resolve anything which could have been passed by the company in general meeting. However, this power cannot be used to remove a director or auditor before the end of their term of office.
To pass a written resolution, a meeting is not required and no prior notice is necessary. But the resolution can only be passed by unanimous agreement of all the members who, at the date of the resolution, would be entitled to attend and vote at a meeting that would otherwise have been held to pass it. The date of a written resolution is the date on which the last member signs. The signatures of each member do not need to be on a single document.
A copy of the proposed written resolution must be sent to the company's auditors - or they must otherwise be notified of its contents - at or before the time the resolution is supplied to the members for signature. A breach of this requirement would be a criminal offence but would not affect the validity of the resolution. This requirement does not apply to companies that do not have auditors.
The statutory written resolution procedure is in addition to anything the company's articles say about written resolutions.
7.Class resolution
When a company proposes to pass a resolution that affects one class of share only, then it will usually need to obtain the consent of a majority of the holders of the class of share. This can be obtained in writing or by passing an extraordinary resolution at a separate class meeting.
8 .Shareholder resolution
A company has a duty to circulate resolutions proposed by shareholders and intended to be moved at an annual general meeting if a certain number of members request it. The number of members necessary is:
members having 5% of the voting power of the company; or
100 or more shareholders whose paid-up capital averages at least £100 each.
The resolution may be circulated at the expense of the members making the request, unless the company resolves otherwise.
Sections 376 and 377 of the Companies Act also places other conditions on the circulation of proposed shareholders' resolutions. For example, the time within which the request must be deposited at the company's registered office before the annual general meeting.
Shareholder resolutions are voted on at a company's annual general meeting in the same way as other resolutions - see chapter 1.
CHAPTER 3
Further information
1. Is there a standard form for resolutions?
No, but the Registrar does have a standard format available for:
dormant companies wishing to exempt themselves from the requirements to appoint auditors in respect of accounts covering a financial year ending before 26 July 2000; and
companies wishing to change their name.
If you need more information about resolutions, please write to Companies House at one of the addresses given below.
2. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
3. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
Share Capital and Prospectuses
Contents
Introduction
1. Share capital
2. Shares
3. Prospectuses and listing particulars
4. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet is an initial guide to quite a complex subject. It cannot replace professional advice. It:
explains the basics of share capital;
applies to all companies incorporated with share capital, whether private or public;
tells you what information must be delivered to Companies House; and
covers the regulation of:
authorised share capital, allotment and cancellation of shares;
types of shares, restructuring share capital and share transfers;
offers made to the public in a prospectus.
You will find the relevant law in the Companies Act 1985 (as amended), the Financial Services and Markets Act 2000, the Public Offers of Securities Regulations 1995, and in the Listing Rules of the London Stock Exchange.
CHAPTER 1
Share capital
1. What is share capital?
When a company is formed, the person or people forming it decide whether its members' liability will be limited by shares. The memorandum of association (one of the documents by which the company is formed) will state:
the amount of share capital the company will have; and
the division of the share capital into shares of a fixed amount.
The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called the subscribers.
2. What is authorised capital?
The amount of share capital stated in the memorandum of association is the company's 'authorised' or 'nominal' capital.
3. Is there a maximum and minimum share capital?
There is no maximum to any company's authorised share capital and no minimum share capital for private limited companies. However, a public limited company must have an authorised share capital of at least £50,000 (and, if it is trading, issued capital of £50,000 - see question 5).
4. Can a company alter its authorised share capital?
A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution - and notice of the increase on Form 123 - must reach Companies House within 15 days of being passed.
A company can decrease its authorised share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person. Notice of the cancellation, on Form 122, must reach Companies House within one month.
For information about resolutions, see our booklet, 'Resolutions'.
5. What is issued capital?
Issued capital is the value of the shares issued to shareholders. This means the nominal value of the shares rather than their actual worth. The amount of issued capital cannot exceed the amount of the authorised capital.
A company need not issue all its capital at once, but a public limited company must have at least £50,000 of allotted share capital. Of this, 25% of the nominal value of each share and any premium must be paid up before it can start business or borrow.
Getting a 'Certificate to commence business and borrow'
If a new company is incorporated as a plc, it must deliver a statutory declaration on Form 117 confirming that its share capital is at least the statutory minimum. The Registrar will then issue a certificate entitling it to do business and borrow - see our booklet, 'Company Formation' for more information.
A company may increase its issued capital by allotting more shares but only up to the maximum allowed by its authorised capital. Allotments must only be done under proper authority (see question 7).
A public company may allot shares to the general public. Share offers to the public are made in a prospectus. For more information on prospectuses, see chapter 3.
A private company is normally restricted to issuing shares to its members, to staff and their families and to debenture holders. However, by private arrangement, the company may issue shares to anyone it chooses.
6. Can a company reduce its issued capital?
A company cannot normally reduce its issued capital as this is the personal property of the shareholders, not of the company. However, the following exceptions apply:
if a court order confirms a 'minute of reduction' following a special resolution of the company;
if shares are redeemed (bought back) in accordance with a redemption contract;
if the company's articles allow it to buy its own shares and this purchase is authorised by a special resolution. As a company cannot own its own shares, the shares are regarded as cancelled when the company buys them.
For more information about shares and share transfers, see chapter 2.
7. What does the allotment of shares mean?
'Allotment' is the process by which people become members of a company. Subscribers agree to take shares on incorporation and the shares are regarded as 'allotted' to each member on incorporation.
Later, more people may be admitted as members of the company and be allotted shares. However, the directors must not allot shares without the authority of the existing shareholders. The authority will either be stated in the company's articles of association or given to the directors by resolution passed at a general meeting of the company.
8. What type of resolution is required to allot shares?
Any public or private company with share capital may give authority by ordinary resolution. The authority must be for a fixed period of up to five years. Any ordinary resolution giving, varying, revoking or renewing an authority to allot shares must be delivered to Companies House within 15 days of being passed.
A private company with share capital may instead pass an 'elective resolution', to give, or renew, an authority. This authority can be for any fixed period, which may be longer than five years. It can also be for an indefinite period. An elective resolution must also be delivered to Companies House within 15 days of being passed.
For more information about resolutions, see our booklet 'Resolutions'.
9. Must the company notify the Registrar when an allotment of shares is made? Yes. Within one month of the allotment of shares, a return on Form 88(2) must be delivered to Companies House.
A return of allotments must reach Companies House within one month of the first date of allotment. If shares are allotted over a period of time, particularly in a rights issue (see question 14), it is not acceptable to delay delivery until all the shares have been allotted if this means the form will be late. Instead, you should complete consecutive forms so that each of them can be delivered within one month of the first allotment stated on each form.
If the shares are to be paid for in cash, you must enter details of the actual amount paid (or due to be paid) on the form. The amount will reflect the nominal value of the shares and any premium.
Nominal value and share premium
A company's authorised share capital is divided into shares of a nominal value. The real value of the shares may change over time, reflecting what the company is worth, but their nominal value remains the same. When the company sells shares for more than their nominal value, the actual sum paid will be in two parts - the nominal value and a share premium. The share premium must be recorded separately in the company's books in a 'share premium account'.
10. Must shares be fully paid-up at the time of allotment?
No. Payment may be deferred until later. However, shares in a public company must be allotted as paid-up to at least a quarter of their nominal value and the whole of any premium (except that this does not apply to shares allotted under an employees' share scheme).
As a general rule, a company may allot bonus shares to members as fully paid-up. A company which has funds available for the purpose may also pay up any amounts unpaid on its shares. See question 13.
A company's shares must not be allotted at a discount.
11. Must payment for shares be in cash?
No, it can be in goods, services, property, good will, know-how, or even shares in another company. The latter is often used when one company takes over another.
Public companies are more restricted in what they may accept in payment for shares. Non-cash payments must be valued before shares are allotted. A copy of the valuation report must be delivered to Companies House with Form 88(2).
Generally shares may be allotted for payment:
wholly for cash;
partly for cash and partly for a non-cash payment; or
wholly for a non-cash payment.
12. Must I send any more information if allotments include non-cash payments?
Yes. Form 88(2) must show the extent to which the shares are to be treated as paid-up. This must be stated as a percentage.
Calculating the extent to which shares are paid-up
If an allotment is partly for cash and partly for a non-cash payment, then the extent to which the shares are treated as paid-up must include the cash and non-cash elements. For example, a £1 share allotted for 50p in cash and 50p in services is still 100% paid-up.
Form 88(2) must also include a brief description of the non-cash payment for which the shares were allotted (for example, '100 ordinary shares of £1 in XYZ limited'). It must be accompanied by the written contract under which title of the shares is constituted. The Registrar will accept a certified copy of the stamped contract for registration.
If there is no written contract, a stamped Form 88(3) must be delivered to Companies House with Form 88(2) within one month of the allotment. Form 88(3) is not acceptable when there is a written contract. Stamp duty
Acquiring shares for a non-cash payment involves the transfer of property, which may amount to a chargeable transaction under the Stamp Act. The Inland Revenue must already have stamped the written contract or Form 88(3) before it is sent to Companies House, confirming that stamp duty has been paid or that none is payable.
13. What are bonus shares?
If authorised by its articles, a company may transfer profits to a fund called its 'capital redemption reserve' and use it to issue 'bonus' shares to the members in proportion to their existing holdings. Since the issue may reduce the amount of money available for paying dividends, the term 'bonus' is not always appropriate. The correct term is 'capitalisation of reserves' but the terms 'scrip' or 'scrip issues' are also used to describe such shares.
A company can also use a capitalisation of distributable profits to credit partly paid shares with further amounts to make them paid up.
14. What are pre-emption rights?
These are the rights of existing members to be offered new shares on beneficial terms by the company. 'Pre-emption' rights give members the opportunity to accept, reject or renounce a share offer in favour of someone else before the company offers new shares elsewhere.
Note: pre-emption rights do not apply to allotments that are issued as wholly or partly paid-up for a non-cash payment or shares in an employee share scheme. (An employee share scheme means a scheme for encouraging share ownership by employees, former employees and their families.)
The memorandum or articles of a private company may exclude pre-emption rights. However, a public company cannot have such a clause.
For a particular share issue, the Companies Act 1985 allows a company to pass a special resolution not to apply pre-emption rights. This is known as the 'disapplication of pre-emption rights'. The resolution will apply to the one issue only; a further resolution is needed if similar conditions were to apply to another share issue. A copy of the special resolution must be delivered to Companies House within 15 days of being passed.
15. What happens if a person refuses to pay for shares?
A member is liable to pay up the nominal value of each of his shares and the amount owing to the company is a debt which can be 'called up'.
If a member refuses to pay all or any call on a share, the company may use forfeiture proceedings if permitted by its articles. A typical procedure is set out in paragraphs 18-22 of Table A of The Companies (Tables A to F) Regulations 1985 (if alternative provisions have not been adopted). As these proceedings are of a penal nature the regulations must be followed exactly, otherwise the court may declare forfeiture proceedings void.
A forfeited share may be sold, re-allotted or otherwise disposed of at the discretion of the directors. Companies House need not be notified of the forfeiture or re-allotment except in the list of members on the company's next annual return.
If a member cannot pay a call on shares, and if the member and the company agree, the shares may be surrendered to the company. This has the same effect as forfeiture but avoids the formal procedure. The company may only accept surrender if it could have used its power of forfeiture.
A private company may hold forfeited shares indefinitely pending re-allotment. A public company must cancel the forfeited shares if they are not otherwise disposed of after three years. If the cancellation were to reduce a public company's allotted capital below the statutory minimum, it would have to re-register as a private company.
A company cannot use forfeited shares for the purposes of voting.
16. What are paid-up capital, uncalled capital, reserve capital and share premium?
These terms are used to describe the make-up of a company's share capital:
paid-up capital is the issued capital which has been fully or partly paid-up by the shareholders;
uncalled capital is that part of the issued capital on which the company has not requested payment;
reserve capital is that part of the share capital that the company has decided will only be called up if the company is being wound up and for the purposes of it being wound up;
share premium is the excess paid above a share's nominal value. This excess must be recorded separately in the company books in a 'share premium account' and used for the purposes specified in Section 130 of the Companies Act 1985 (for example, in paying up unissued shares to be allotted to members as fully paid-up bonus shares.)
As an example, if a company issues 1,000 shares at £1 each, paid-up to 20% of their value with a 10% reserve and a share premium of 50p, the capital is:
paid-up capital = £200 (1,000 x £0.20)
reserve capital = £100 (1,000 x £0.10)
uncalled capital = £700 (1,000 x £0.70)
share premium = £500 (1,000 x £0.50)
CHAPTER 2
Shares
1. Are there different types of shares?
A company may have as many different types of shares as it wishes, all with different conditions attached to them. Generally share types are divided into the following categories:
Ordinary As the name suggests these are the ordinary shares of the company with no special rights or restrictions. They may be divided into classes of different value.
Preference These shares normally carry a right that any annual dividends available for distribution will be paid preferentially on these shares before other classes.
Cumulative preference These shares carry a right that, if the dividend cannot be paid in one year, it will be carried forward to successive years.
Redeemable These shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company cannot issue redeemable shares only.
2. Can shares be in any currency?
Yes, and different types of share may be in different currencies. However, a public limited company must have at least £50,000 of its issued capital in sterling, irrespective of what other currency it uses.
3. Can a company change the currency of its shares
No, not directly. However, a company may purchase its own shares (see questions 7 and 8) and allot shares in a different currency or it may seek a court order to reduce its issued capital to zero, cancel its authorised capital, and simultaneously create capital and allot shares on a proportional basis in the new currency. Remember that a public limited company must always have a sterling share capital of at least £50,000.
4. Can a company change its shares?
If authorised by its articles of association, a company may pass an ordinary resolution to:
consolidate and divide its share capital into shares of larger amounts than its existing shares, for example 200 shares of £1 may be consolidated and divided into 100 shares of £2;
sub-divide its shares, or any of them, into shares of smaller amounts, for example, a £1 share may be divided into 10 shares of 10p;
convert all or any of its paid-up shares into stock or re-convert stock into shares. A company cannot issue stock in the first instance. It can only convert issued shares into stock. (Converting shares into stock means treating them as one merged fund equivalent to the nominal value of the individual shares. For example, 100 shares of £1 each would convert to £100 stock.)
In all the above cases, the total authorised and issued share capital remains unaltered. Notice of the change must reach Companies House on Form 122 within one month.
For more information about resolutions, see our booklet 'Resolutions'.
5. Can class rights be amended?
Yes. A company may alter the rights attached to any class of shares. How this can be done depends on whether the rights stem from the memorandum or articles or elsewhere. However, a company cannot convert non-redeemable shares into redeemable shares.
Dissenting shareholders who hold at least 15% of the issued shares of that class may apply to the court to have the variation cancelled. They must do this within 21 days after consent was given or a resolution passed to vary the rights. The company must deliver a copy of the court order to Companies House within 15 days of it being made.
Special rights attached to shares and newly created class rights
The following forms must be delivered to Companies House within one month in the circumstances described:
When a company allots shares with rights that are not stated in the memorandum or articles or in a resolution or agreement that must be sent to Companies House: use Form 128(1).
When a company varies the rights attached to shares except by amending the memorandum or articles or by a resolution or agreement that must be sent to Companies House: use Form 128(3).
When a company assigns a name or new name to any class of its shares except by amending the memorandum or articles or by a resolution or agreement that must be sent to Companies House: use Form 128(4).
6. Can redeemable shares be used to reduce issued capital?
Yes. A company which has issued redeemable shares may reduce its issued share capital by redeeming them in accordance with the agreement under which they were issued. However, if the shares are not returned to the company in accordance with the agreement - for example, if they are returned earlier than stated in the agreement - then the transaction must be dealt with as a purchase of the company's own shares - see question 7.
Notification of redemption of shares must be delivered to Companies House within one month on Form 122.
7. Can a company purchase its own shares?
Yes, if permitted by its articles, a company may pass a special resolution to buy some of its shares. But it cannot do so if this would leave only redeemable shares in issue.
The terms of the resolution will depend on whether it is a 'market purchase' - that is, made on a recognised stock market - or an 'off-market purchase'.
An off-market purchase may only be made:
in accordance with the terms of a contract authorised in advance of the purchase by a special resolution; or
under the terms of any contingent purchase contract that has been approved in advance by a special resolution.
Purchase by a company of its own shares must be notified to Companies House within 28 days on Form 169.
Purchase of own shares out of capital
(private companies only)
If a purchase by a private company is financed by payment out of its capital, the directors must also have made a statutory declaration on Form 173 about the solvency of the company immediately after the purchase and in the next financial year. A report by the company's auditor confirming the directors' opinion must be attached to the form and delivered to Companies House no later than the day on which notice of the proposed payment out of capital is first published. (Requirements for publishing the notice are covered by section 175 of the Companies Act 1985.)
The purchase by a company of its own shares is a chargeable transaction under the Finance Act 1986 .Stamp Duty is payable on the aggregate amount of the re-purchase price at ½% rounded up to the nearest multiple of £5.
Stamp duty
Before sending Form 169 to Companies House, it must be stamped by the Inland Revenue.
8. Do transfer documents need to be completed for redemption and purchase of own shares?
No. As a company cannot own its own shares, neither of these transactions qualifies as a transfer of shares and the issued share capital of the company is automatically reduced on their return to the company. A transfer document is therefore unnecessary.
9. Can I buy shares from someone else?
Shares in a public company are normally transferred through a broker dealing in the market appropriate to those shares, that is, the Stock Exchange or the Alternative Investment Market. However, shares may be transferred directly from seller to buyer and the company informed accordingly.
Shares in a private company are usually transferred by private agreement between the seller and the buyer. In both cases, a transfer document must be completed.
The transfer of shares is normally a chargeable transaction under the Stamp Act. Stamp Duty is payable to the Inland Revenue on the aggregate amount at ½% rounded up to the nearest multiple of £5.
10. How are shares transferred to new owners?
The transfer of shares in a public limited company is dealt with through the Stock Exchange's 'Crest' system.
To transfer shares in a private or unlimited company, a seller must complete and sign the appropriate section of a 'stock transfer form', available from law stationers, and pass it, together with the share certificate, to the new owner.
The new owner must then complete their section of the stock transfer form, pay any stamp duty to the Inland Revenue and pass the completed form and share certificate to the company. The company secretary will then arrange for the directors to authorise the change to the members' register and issue a share certificate in the new name.
Do not send stock transfer forms to Companies House. They should be kept with the company's own records.
11. What is a transmission of shares?
In some instances shares may be transmitted by operation of law. The main examples of this are when a registered shareholder dies or becomes bankrupt.
On death, shares held in the sole name of the deceased are vested in the personal representative or executor of the deceased. This person should inform the company and provide all necessary evidence that the company might need so that the fact can be registered and the personal representative receive all notices and dividends relating to the shares. On the winding up of the deceased's estate, the personal representative must inform the company of the beneficiary (or beneficiaries) of the shares so that the necessary alterations to the register of members may be made and new certificates issued.
If a share is jointly held, the survivor(s) will be the only person(s) recognised as having title to the share. The company should be informed immediately and be given any necessary evidence of the death in order to alter the register of members and issue a new share certificate.
The position of a bankrupt shareholder is similar. Until a new member is registered, the rights to dividends are vested in the trustee in bankruptcy. The bankrupt may remain a member and be able to vote, but only in accordance with the directions of the trustee. This is so where the name of the bankrupt shareholder remains on the register, but the trustee generally has a right under the company's articles to be registered as a member in respect of the bankrupt's shares.
12. What are share warrants?
If authorised by its articles, a company may convert any fully paid shares to 'share warrants'. These warrants are easily transferable without any need for a transfer document, that is, they can simply be passed from hand to hand.
When share warrants are issued, the company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the articles, a share warrant can be surrendered for cancellation. If so, the holder is entitled to be re-entered into the register of members. Vouchers are usually issued with the share warrants in order that any dividends may be claimed.
The holder of a share warrant remains a shareholder but whether they are a member of the company depends on the articles of the company. A company which converts all its shares to share warrants should be careful: it could become a memberless company and therefore cease to exist.
13. What happens if a share certificate is lost?
This will be dealt with in the company's articles. For example, a typical provision is set out in paragraph 7 of Table A of The Companies (Tables A to F) Regulations 1985 which allows for a replacement share certificate to be issued when the directors are assured that the old certificate has been lost, worn out, defaced, or destroyed.
The directors will normally require the holder to give up any defaced or worn-out certificate and to sign an indemnity about the use of any lost certificate. They may also require the holder to pay any reasonable expenses for investigating any evidence of loss.
14. Can a share be cancelled if the holder cannot be traced?
No. The share belongs to the registered holder, not the company. If a person is eventually declared legally dead, then the share should be transmitted to the beneficiary (or beneficiaries) - see question 11.
If authorised by its articles, a company may retain any dividends that remain unclaimed after a certain period.
CHAPTER 3
Prospectuses and listing particulars
The law relating to the official listing of securities is set out in Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), the Public Offers of Securities Regulations 1995 (SI No. 1995/1537) (the "POS Regulations"), and in the Listing Rules of the London Stock Exchange. Public Offers of securities that are not, and in respect of which no application has been made for them to be, listed on the London Stock Exchange are governed by the POS Regulations.
1. What are a prospectus and listing particulars?
As a condition of admission to the Official List, the Listing Rules require the publication of a document known either as a prospectus or listing particulars:
If securities are to be offered to the public in the UK for the first time before admission, the Listing Rules require that a prospectus is submitted to, and approved by, the London Stock Exchange and that the prospectus is published.
If the Listing Rules require a document to be submitted for approval and published otherwise than on an offer to the public in the UK for the first time, the document is referred to as 'listing particulars'.
Details of what the relevant offering documents must include are set out in the Listing Rules.
In relation to unlisted securities that are offered to the public in the UK for the first time, a prospectus must be published containing the matters set out in Parts II to X of Schedule 1 to the POS Regulations.
2. When must a prospectus be issued?
As mentioned above, a prospectus must be issued when securities that are not already listed in London are offered to the public in the UK for the first time. An offer will be treated as being made to the public if it is made to any section of the public, whether chosen as already being members or debenture holders of the company, or as clients of the person issuing the prospectus, or in any other manner. There are exceptions to the rule - in relation to securities to be listed, see Schedule 11 to the FSMA. In relation to other securities, see section 7 of the POS Regulations.
3. Who can issue a prospectus or listing particulars?
Section 81 of the Companies Act prohibits a private limited company (unless limited by guarantee and without share capital) from making public offers. Generally, therefore, only a public limited company can issue a prospectus.
Listing particulars can only be issued by a listed public limited company.
4. Must a prospectus or listing particulars be registered at Companies House?
Yes. On or before the day of its publication, a copy of the prospectus or listing particulars must be delivered to the Registrar.
The law requires only one copy to be delivered, but the Registrar would prefer to receive two copies of a prospectus or listing particulars. This is because he has a duty to make a copy available to the general public as from the date of issue.
Any supplementary prospectus or listing particulars issued to change, add to or correct the information in the original document must also be delivered immediately to the Registrar.
5. Oversea companies
Companies incorporated outside the United Kingdom which offer securities within the UK must also send a copy of their prospectus or listing particulars to the Registrar.
CHAPTER 4
Further information
1. Where can I get further information?
You should consult your professional advisers on all share capital matters. You may also telephone Companies House on 0870 3333636.
2. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
3. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
Limited Liability Partnerships Winding Up (Scotland)
Contents
Introduction
1. General insolvency information
2. Voluntary arrangements
3. Administration orders
4. Receivers
5. Voluntary liquidation
6. Compulsory liquidation
7. Voluntary striking-off and dissolution
8. Defunct limited liability partnerships
9. Restoration to the register
10. Further information
This booklet is a guide only and should be read with the relevant legislation.
Introduction
This booklet is a guide to winding up, your limited liability partnership or removing it from the register. The booklet summarises some of the rules that apply to voluntary arrangements, administration orders, receivers, and voluntary and compulsory liquidations. It also covers how and why limited liability partnerships are struck off and dissolved.
This booklet also covers how, in certain circumstances, your limited liability partnership may be restored to the register.
Please remember that if your limited liability partnership is considering liquidation, or any other measures to deal with insolvency, you should seek appropriate professional advice or consult an authorised insolvency practitioner.
You will find the relevant law in the Limited Liability Partnerships Act 2000, the Insolvency Rules (Scotland) 1986, and in the Limited Liability Partnerships (Scotland) Regulations 2001 which apply parts of the Companies Act 1985 (as amended in 1989 and later) and the Insolvency Act 1986 to limited liability partnerships.
CHAPTER 1
General insolvency information
1. What are insolvency proceedings?
These are formal measures to deal with debts of limited liability partnerships. Many different types of insolvency proceedings apply to limited liability partnerships. All are covered in this booklet.
2. Do all limited liability partnerships have to go through insolvency proceedings before being dissolved?
No. If the Registrar has reason to believe that a limited liability partnership is not carrying on business or is not in operation, he may strike its name off the register and dissolve it without going through liquidation. A limited liability partnership that is not trading may apply to the Registrar to be struck off the register. This procedure is not an alternative to formal insolvency proceedings.
More information about striking off and dissolution of a limited liability partnership is given in chapter 7 of this booklet.
3. Can anyone supervise insolvency procedures?
All liquidators, administrators, administrative receivers and supervisors taking office on or after 29 December 1986 must be authorised insolvency practitioners.
Receiver managers and Law of Property Act (LPA) receivers do not have to be authorised.
Insolvency practitioners may be authorised by:
the Chartered Association of Certified Accountants;
the Insolvency Practitioners' Association;
the Institute of Chartered Accountants in England and Wales;
the Institute of Chartered Accountants in Ireland;
the Institute of Chartered Accountants in Scotland;
the Law Society;
the Law Society of Scotland; or
the Secretary of State for Trade and Industry.
4. What happens to the members of an insolvent limited liability partnership?
The liquidator, administrative receiver, administrator or Official Receiver has a duty to send the Secretary of State a report on the conduct of all members who were in office in the last three years of the limited liability partnership's trading. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a member.
Examples of the most commonly reported conduct might include:
continuing to trade when the limited liability partnership was insolvent;
failing to keep proper accounting records;
failing to prepare and file accounts or make returns to Companies House; and
failing to send in returns or pay to the Crown any tax that is due.
CHAPTER 2
Voluntary arrangements
1. What is a voluntary arrangement?
A voluntary arrangement is when a limited liability partnership makes an agreement with its creditors by proposing a 'composition in satisfaction of its debt' or a 'scheme of arrangement of its affairs'. This means an arrangement, approved by the court, in which the limited liability partnership has formally agreed terms with its creditors for the settlement of its debts.
2. Who may propose a voluntary arrangement?
A voluntary arrangement may be proposed by:
the administrator, if there is an administration order;
the liquidator, if the limited liability partnership is being wound up; or
the limited liability partnership, in other circumstances.
3. Who considers the proposal?
When the limited liability partnership has proposed the arrangement, the nominee appointed to supervise its implementation reports to the court within 28 days on whether, in his or her opinion, a meeting of the creditors should be called.
When the administrator or liquidator proposes the agreement, the nominee reports on whether a meeting of the members and a meeting of the creditors of the limited liability partnership should be called.
4. How is a proposed voluntary arrangement approved?
The meeting(s) summoned by the nominee decide whether to approve the voluntary arrangement which, subject to certain restrictions, may be approved with or without modifications. Any modifications must be agreed with the limited liability partnership. It is then binding on all creditors who had notice of the meeting and were entitled to vote. All creditors who had notice of the meeting are bound by the terms of the arrangement.
5. What happens when the arrangement is approved?
If the meeting of creditors and the meeting of members (in circumstances where a members meeting was held) approve a voluntary arrangement, then the nominee or his replacement becomes the supervisor of the arrangement.
6. What needs to be sent to Companies House?
The supervisor must send a copy of the chairman's report of the meeting.
At least once every 12 months, the supervisor must send an account of receipts and payments, together with a progress report, to all interested parties including the Registrar.
When the arrangement is completed, the supervisor must notify the Registrar, within 28 days after final completion. If the arrangement is suspended or revoked, the Registrar must be notified. The appropriate forms are:
Form title Number
Notice of report of a meeting approving a voluntary arrangement 1.1(Scot)
Notice of order of revocation or suspension of voluntary arrangement 1.2(Scot)
Notice of voluntary arrangement's supervisor's abstract of receipts and payments 1.3(Scot)
Notice of completion of voluntary arrangement 1.4(Scot)
CHAPTER 3
Administration orders
1. What is an administration order?
It is a court order made to appoint an administrator to manage the limited liability partnership's affairs.
2. What is the purpose of an administration order?
Its purpose may be to:
save the whole or any part of the limited liability partnership as a going concern; or
approve a limited liability partnerships voluntary arrangement; or
sanction (agree to) a compromise or arrangement; or
get a better price for the limited liability partnership's assets or otherwise realise their value more favourably than in a winding-up.
3. When may a court make an administration order?
A court may make an administration order when the limited liability partnership is, or is likely to become, unable to pay its debts and the court considers that the making of an administration order could achieve one of the purposes outlined above.
4. Who may make a petition for an administration order?
This may be done by the limited liability partnership itself, or one or more of its creditors including any contingent (existing) or prospective creditors. The administrator appointed by the order must notify the Registrar of the order.
5. What is the effect of the order?
While an administration order is in force, the limited liability partnership cannot be wound up and an administrative receiver cannot be appointed or, if previously appointed, they must vacate office. There are restrictions on enforcing any security over the limited liability partnership's property, selling any goods and starting any legal proceedings. More details about receivers are given in chapter 4.
6. Who must an administrator notify of his or her appointment?
An administrator must:
Advertise the order in the Edinburgh Gazette and in a newspaper in the area where the limited liability partnership has its principal place of business; and
send a copy of the court order to the Registrar with Form 2.2(Scot).
What is the Edinburgh Gazette?
The Gazette is published by The Stationery Office and contains various statutory notices and advertisements. It is published twice weekly and can be obtained from The Stationery Office, 73 Lothian Road, Edinburgh EH3 9AW.
7. What are the administrator's duties?
The administrator takes control of all the property to which the limited liability partnership is, or appears to be, entitled. He or she prepares proposals for achieving the purpose for which the administration order was made and calls a meeting of creditors to consider those proposals. If the majority of creditors approve the proposals, the administrator then manages the affairs, business and property of the limited liability partnership in accordance with the proposals.
8. Does the administrator need to send anything else to Companies House?
Yes. The administrator must send details of the proposals within three months after the order was made.
Then, every six months, the administrator must send an account of receipts and payments.
9. How long does an administration order last?
It continues until the court discharges it - in other words, decides that the order is no longer needed.
If there is a court order to discharge the order, or to vary its terms, the administrator must send a copy to the Registrar within 14 days after the order was made.
10. Which forms should be used?
The appropriate forms are:
Form title Number
Notice of petition for administration order 2.1(Scot)
Notice of administration order 2.2(Scot)
Notice of discharge of administration order 2.4(Scot)
Notice of statement of administrator's proposals 2.7(Scot)
Notice of result of meeting of creditors 2.8(Scot)
Administrator's abstract of receipts and payments 2.9(Scot)
Notice of variation of administration order 2.12(Scot)
CHAPTER 4
Receivers
1. What is a receiver?
Appointed by or on behalf of the holder of a floating charge, a receiver has the power to sell or otherwise realise the charged assets of the limited liability partnership in an attempt to repay the debt owed to the charge-holder.
2. Who tells the Registrar and Accountant in Bankruptcy (AIB) that a receiver has been appointed ?
Within seven days of the appointment, the person who appoints the receiver must deliver notice to the Registrar and AIB. When the receiver ceases to act, the holder of the floating charge must deliver notice to the Registrar and AIB within 14 days.
3. What document must the receiver send?
Within three months of his appointment, the receiver must deliver a report to the AIB with copies to:
the limited liability partnership's creditors;
the holders of a floating charge; and
any trustees for secured creditors of the limited liability partnership.
The report must:
explain the circumstances leading to the appointment of the receiver;
give information about any action being taken by the receiver;
include a summary of the statement of affairs prepared for the receiver by the officers or employees of the limited liability partnership.
Statement of affairs
This is a summary of the limited liability partnership's assets, liabilities and creditors. The administrative receiver decides whether it is required and who should prepare it.
Within two months of the anniversary of the appointment, the receiver must send the AIB an account of receipts and payments covering the first 12 months of receivership and for every 12 months thereafter.
4. Which forms should be used?
The appropriate forms are:
Form title Number
Notice of the appointment of receiver by a holder of a floating charge 1 (Scot)
Notice of the appointment of a receiver by the court 2 (Scot)
Notice of the receiver ceasing to act or of his removal 3 (Scot)
Receiver's abstract of receipts and payments 3.2 (Scot)
Notice of receiver's report 3.5 (Scot)
CHAPTER 5
Voluntary liquidation
There are two kinds of voluntary liquidation:
members' voluntary liquidation (MVL) - which means the designated members have made a statutory declaration of solvency;
creditors' voluntary liquidation (CVL) - which means the designated members have not made such a declaration.
1. When can a limited liability partnership go into MVL?
This can take place when the designated members of a limited liability partnership believe that the limited liability partnership is solvent.
A majority of the limited liability partnership's designated members must make a statutory declaration of solvency in the five weeks before the date when the limited liability partnership determined that it would be wound up, or on the date but before making the determination - see question 3.
2. What is in the declaration?
The statutory declaration will state that the designated members have made a full inquiry into the limited liability partnership's affairs and that, having done so, they believe that it will be able to pay its debts in full within 12 months from the start of the winding-up. The declaration will include a statement of the limited liability partnership's assets and liabilities as at the latest practicable date before making the declaration.
3. When does liquidation actually start?
The liquidation starts when the members determine to wind up the limited liability partnership. The means of making such a determination will usually be provided for in the partnership agreement. In the absence of any provision, the determination will be made by a decision of the majority of members.
4. Must notice of voluntary liquidation be given to anyone?
Yes. Notice of the determination for voluntary winding-up of the limited liability partnership must be published in the Edinburgh Gazette within 14 days of the making of the determination. The limited liability partnership must also send a copy of the declaration and the determination to AIB and a copy of the determination to the Registrar within 15 days of the date when the limited liability partnership determined that it would be wound up.
5. When may a CVL be appropriate?
A limited liability partnership may go into CVL when it cannot pay its debts.
6. What must the limited liability partnership do?
Its members determine that the limited liability partnership cannot continue in business because of its liabilities and that it is advisable to wind up. The way in which the limited liability partnership makes such a determination will usually be provided for in the partnership agreement. In the absence of any provision, the determination will be made by a decision of the majority of members.
The determination must be:
advertised in the Edinburgh Gazette within 14 days; and
sent to the Registrar and AIB within 15 days.
A meeting of creditors must be held in the next 14 days after the determination to wind up has been made. Notice of the meeting must be sent to the creditors at least seven days before the meeting. Also, the designated members must prepare a statement of affairs for consideration at the meeting, and appoint one of themselves to attend and preside over the meeting.
When the liquidator is appointed, the designated members must provide him or her with a statement of affairs and otherwise co-operate with the liquidator.
7. Does the limited liability partnership have to advertise notice of the meeting?
Yes. The meeting must be advertised in the Edinburgh Gazette and in two newspapers in the area where the limited liability partnership has its principal place of business.
8. What are the main duties of a liquidator?
The liquidator is appointed to wind up the limited liability partnership's affairs. The liquidator does this by calling in all the limited liability partnership's assets and distributing them to its creditors. If anything is left over, the liquidator distributes it among the members of the limited liability partnership.
9. Does a liquidator need to notify anyone of his or her appointment?
Yes. Within 14 days of being appointed, a liquidator must publish a notice of appointment in the Edinburgh Gazette and notify the AIB. If the liquidation is voluntary, the liquidator must also give notice in a newspaper in the area where the limited liability partnership has its principal place of business.
10. What does the liquidator have to send to the AIB?
The liquidator must send a statement of affairs and a statement of receipts and payments for the first 12 months of liquidation. After that, statements must be sent every six months until the winding-up is complete.
11. Can an MVL be converted into a CVL?
Yes. If the liquidator decides that the limited liability partnership will not be able to pay its debts in full in the period stated in the designated members' statutory declaration of solvency, then he or she must call a meeting of the creditors which must be held within 28 days. The liquidation becomes a CVL from the date of the meeting.
12. What are the requirements for giving notice in such a case?
The liquidator must:
post a notice of the meeting to each creditor at least seven days before the date of the meeting;
advertise the date of the meeting in the Edinburgh Gazette and in two newspapers in the area where the limited liability partnership has its principal place of business; and
prepare a statement of affairs for consideration at the meeting. A copy of the statement must be sent to the AIB within 7 days of the meeting.
13. What happens when the limited liability partnership's affairs are fully wound up?
The liquidator presents an account to final meetings of creditors and members of the limited liability partnership. He or she must advertise the meetings in the Edinburgh Gazette at least one month before.
Within one week of the meeting having taken place, the liquidator must send the account to the Registrar and AIB together with a return of the final meeting.
Unless the court makes an order deferring the dissolution of the limited liability partnership, it is dissolved three months after the return and account are registered at Companies House.
14. Which forms should be used?
The appropriate forms are:
Form title Number
Notice of appointment of liquidator voluntary winding-up (members or creditors) 600
Statement of affairs 4.4 (Scot)
Liquidator's statement of receipts and payments 4.5 (Scot)
Notice of liquidator's statement of receipts and payments 4.6 (Scot)
Notice of final meeting of creditors 4.17 (Scot)
Return of final meeting of voluntary winding-up 4.26 (Scot)
CHAPTER 6
Compulsory liquidation
1. What is 'compulsory liquidation'?
Compulsory liquidation of a limited liability partnership is when the limited liability partnership is ordered by a court to be wound up.
2. Which courts can order a compulsory liquidation?
The Court of Session or Sheriff Court may order the winding-up of a limited liability partnership. This may be, for example, on the petition of a creditor or creditors on the grounds that the limited liability partnership cannot pay its debts.
A limited liability partnership is regarded as unable to pay its debts if, for example, a creditor:
is owed more than £750;
presents a written demand in the prescribed form (known as a statutory demand (Form 4.1 (Scot))) to the limited liability partnership; and
the limited liability partnership fails to pay, secure or agree a settlement of the debt to the creditor's reasonable satisfaction.
There are other situations where a limited liability partnership is deemed unable to pay its debts. Please read the relevant legislation.
The court may also order the limited liability partnership to be wound up on the petition of:
the limited liability partnership itself;
one or more of the limited liability partnership's members;
the Secretary of State for Trade and Industry;
the Financial Services Authority (formerly the Securities and Investment Board)
3. Must the petition be advertised?
Unless the court directs other arrangements, the petition must be advertised in the Edinburgh Gazette.
4. What appears on the limited liability partnership record held by Companies House?
If the petition is successful, the limited liability partnership must send Form 4.2 (Scot) and a copy of the winding-up order to the Registrar and AIB straightaway and it will be placed on the limited liability partnership's public record.
The petition itself is not presented to the Registrar so it will not appear on the public records.
5. Who acts as the liquidator when an order is made to wind up the limited liability partnership?
A provisional liquidator may be appointed after the petition is presented. If a winding up order is made, an interim liquidator is appointed. Both the provisional and interim liquidator must notify the AIB of their appointments and the provisional liquidator must also notify the Registrar.
6. What are the duties of the Official Receiver as liquidator?
Within 28 days of the appointment, the interim liquidator investigates the limited liability partnership's affairs and will call meetings of creditors and contributories (that is, those people liable to contribute to the assets of a limited liability partnership in the event of it being wound up). The meetings appoint the official liquidator who must notify the AIB within seven days. If no liquidator is appointed at the meetings, the court appoints a liquidator.
The liquidator must send to the AIB a statement of receipts and payments for the first 12 months of liquidation and thereafter every six months until the winding up is complete.
7. What happens when the winding-up is complete?
When the Registrar and AIB receive notice from the liquidator of the final meeting that winding-up is complete, the Registrar will register it and publish its receipt in the Edinburgh Gazette.
Unless the Court directs otherwise, the limited liability partnership will be dissolved three months after the notice was registered at Companies House.
If the liquidator is satisfied that the limited liability partnership's realisable assets (that is, assets which could be sold or disposed of to raise money) will not cover the expenses of winding-up and that no further investigation of the limited liability partnership's affairs is necessary, he may apply to the Registrar for early dissolution of the limited liability partnership. The limited liability partnership will be dissolved three months after the application is registered at Companies House.
8. Which forms should be used?
Form title Number
Statutory demand for payment 4.1 (Scot)
Notice of winding-up order 4.2 (Scot)
Liquidator's statement of receipt and payments 4.5 (Scot)
Notice of liquidator's statement of receipts and payments 4.6 (Scot)
Notice of appointment of liquidator 4.9 (Scot)
Notice of final meeting of creditors 4.17 (Scot)
CHAPTER 7
Voluntary striking-off and dissolution
1. Who can apply to have a limited liability partnership struck off the register?
A limited liability partnership that is not trading may apply to the Registrar to be struck off the register. It can do this if the limited liability partnership is no longer needed. For example, the active designated members may wish to retire and there is no-one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible.
The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off (see questions 4 and 7). Even if the limited liability partnership is struck off and dissolved, creditors and others could apply for it to be restored to the register (see chapter 9).
A limited liability partnership can apply to be struck off if, in the previous three months, it has not:
traded or otherwise carried on business;
changed its name;
for value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade (for example, a limited liability partnership in business to sell apples could not continue selling apples during that three-month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored); or
engaged in any other activity except one necessary or expedient for making a striking-off application, settling the limited liability partnership's affairs or meeting a statutory requirement (for example, a limited liability partnership may seek professional advice on the application, pay the costs of copying the Form LLP652a, etc). However, a limited liability partnership can apply for striking off if it has settled trading or business debts in the previous three months.
A limited liability partnership cannot apply to be struck off if it is the subject, or proposed subject, of:
any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with); or
a Section 425 scheme (that is a compromise or arrangement between a limited liability partnership and its creditors).
2. What should I do before applying?
There are safeguards for those who are likely to be affected by a limited liability partnership's dissolution. If your limited liability partnership has creditors, you are advised to warn all the people listed in question 4, before applying, as any of them may object to the limited liability partnership being struck off. Any loose ends should be dealt with before you apply.
It is also advisable to notify any other organisation or party who may have an interest in the limited liability partnership's affairs, otherwise they might later object to the application. Examples include local authorities, especially if the limited liability partnership is under any obligation involving planning permission or health and safety issues, training and enterprise councils, and government agencies.
From the date of dissolution, any assets held by a dissolved limited liability partnership will belong to the Crown - see chapter 8, question 5.
3. How do I apply?
You should request a Form LLP652a from the Registrar.
The form must be signed and dated by:
two designated members; or
the majority, if there are more than two.
You must give the name, address and telephone number of the person Companies House should contact about the application. You should then send the completed form, with the £10 fee, to the Registrar of Companies, Companies House, 37 Castle terrace, Edinburgh EH1 2EB. Make the cheque payable to 'Companies House' and write the limited liability partnership number on the reverse.
4. Who must I inform?
Within seven days after sending Form LLP652a to the Registrar, you must provide copies of the form to the following:
creditors including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if they are owed money by the limited liability partnership, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of the Inland Revenue, DSS and Customs & Excise if there are outstanding, contingent or prospective liabilities;
employees;
managers or trustees of any employee pension fund; and
any members who have not signed the form.
Anyone who becomes a creditor after the application must also be sent a copy of the form within seven days of doing so.
All VAT-registered limited liability partnerships must notify the relevant VAT office (Finance Act 1985).
5. How should I inform the various parties?
A copy of the Form LLP652a should be delivered to, left at, or posted to them at:
the last known address (if an individual); or
the principal/registered office (if a company or partnership).
NOTE: To notify creditors who have more than one place of business, you must send copies of the form to or leave copies at, all the places of business where the limited liability partnership has had dealings in relation to the current debts (for example, the branch where you ordered goods or which invoiced you). It is advisable to keep proof of delivery or posting.
6. How is the form registered?
The Registrar will check the form and, if acceptable, put it on the limited liability partnership's public record. An acknowledgement will be sent to the address shown on the form. The limited liability partnership will also be notified at its registered office address to enable it to object if the application is bogus.
7. What happens when the Registrar accepts a Form LLP652a application?
The Registrar will advertise and invite objections to the proposed striking-off in the Edinburgh Gazette. The Registrar will strike the limited liability partnership off the register not less than three months after the date of this notice if he sees no reason to do otherwise and the application has not been withdrawn. The limited liability partnership will be dissolved when the Registrar publishes a notice to that effect in the Gazette. At the time of striking-off, a letter will be issued to the contact name on Form LLP652a confirming the proposed date of dissolution.
Offences and penalties
It is an offence:
to apply when the limited liability partnership is ineligible for striking-off;
to provide false or misleading information in, or in support of, an application;
not to copy the application to all relevant parties within seven days;
not to withdraw the application if the limited liability partnership becomes ineligible.
Most offences attract a fine of up to £5,000 on summary conviction (before a Sheriff) or an unlimited fine on indictment (before a jury). If the designated members deliberately conceal the application from interested parties, they are liable not only to a fine but also up to seven years imprisonment.
Anyone convicted of these offences may also be disqualified from being a member for up to 15 years.
8. What if I change my mind and want to withdraw my application?
Designated members must withdraw the application using Form LLP652c if a limited liability partnership ceases to be eligible for striking-off. This may be because the limited liability partnership:
trades or otherwise carries on business;
changes its name;
for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example a limited liability partnership may continue the application if it disposes of a telephone which it kept to deal with enquiries about its application);
becomes subject to formal insolvency proceedings or makes a Section 425 application (a compromise or arrangement between a limited liability partnership and its creditors);
engages in any other activity, unless it was necessary or expedient in order to: make or proceed with a striking-off application; conclude those of its affairs that are outstanding because of what has been necessary or expedient to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs and then finally disposing of the office); or comply with a statutory requirement.
Form LLP652c can be completed and signed by any designated member. The form must be sent to Companies House.
9. Do I need to send a fee with Form LLP652a?
A fee of £10 is payable to cover the cost of providing the service. The fee will not be refunded if the application is rejected or withdrawn after its registration. A further fee will be payable for a new application. Any cheques must be made payable to 'Companies House' and the limited liability partnership number written on the reverse.
10. Can anyone object to dissolution?
Any interested party may object.
11. How and why can they object?
Objections must be in writing and sent to the Registrar of Companies with any supporting evidence, such as copies of invoices that may prove the limited liability partnership is trading. Reasons for objecting include:
the limited liability partnership has broken any of the conditions of its application (for example, it has traded, changed its name or become subject to insolvency proceedings) during the three-month period before the application, or afterwards;
the designated members have not informed interested parties;
any of the declarations on the form are false;
some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court);
other legal action is being taken against the limited liability partnership;
the designated members have wrongfully traded or committed a tax fraud or some other offence.
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CHAPTER 8
Defunct limited liability partnerships
1. Can the Registrar strike off a limited liability partnership?
Yes, if it is neither in business nor in operation. The Registrar may take this view if, for example:
he has not received documents from a limited liability partnership that should have sent them to him; or
mail he has sent to a limited liability partnership's registered office is returned undelivered.
Before the Registrar strikes a limited liability partnership off the register, he must inquire whether it is still in business or operation. If he is satisfied that it is not, he will publish a notice in the Edinburgh Gazette that he intends to strike the limited liability partnership off. A copy notice is placed on the limited liability partnership's public record. If he sees no reason to do otherwise, the Registrar will strike the limited liability partnership off not less than three months after the date of the notice. The limited liability partnership will be dissolved on publication of a further notice stating this in the Gazette. At the date of dissolution any assets held by a dissolved limited liability partnership will belong to the Crown: see question 5.
2. How can I avoid this action?
If the limited liability partnership is to remain on the register, it is important to reply promptly to any formal inquiry letter from the Registrar and to deliver any outstanding documents. Failure to deliver the necessary documents may also result in the designated members being prosecuted.
3. Can I object?
The Registrar will take into account representations from the limited liability partnership and other interested parties, such as creditors.
4. How does the Registrar publish his intention to strike off a limited liability partnership?
Notices are printed in the Edinburgh Gazette, which is published twice weekly. Copies can be provided from the Stationery Office, 73 Lothian Road, Edinburgh EH3 9AW.
5. What happens to the assets of a dissolved limited liability partnership?
From the date of dissolution any assets held by a dissolved limited liability partnership will be 'bona vacantia'. This means they belong to the Crown.
Enquiries about bona vacantia property should be addressed to:
The Queen's and Lord Treasurer's Remembrancer (Q & LTR)
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
CHAPTER 9
Restoration to the register
The Registrar cannot restore a limited liability partnership to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a limited liability partnership is regarded as having continued in existence as if it had not been struck off and dissolved.
1. Who can apply to have a limited liability partnership restored to the register?
For limited liability partnerships struck off following a Form LLP652a application: any of the parties who must be notified of the application (see chapter 7, question 4) can apply to the Court within 20 years of dissolution for the name of the dissolved limited liability partnership to be restored to the register. The Court may order restoration if it is satisfied that:
the person was not given a copy of the limited liability partnership's application;
the limited liability partnership's application involved a breach of the conditions of the application; or
for some other reason it is just to do so.
The Secretary of State may also apply to the Court for restoration if this is justified in the public interest.
For limited liability partnerships struck off at the instigation of the Registrar: the limited liability partnership, or its creditor, can apply to the Court for restoration within 20 years of the dissolution. When a limited liability partnership applies for its own restoration, a member of the limited liability partnership must also be an applicant to give any necessary undertakings to the Court.
Where a limited liability partnership is dissolved: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a limited liability partnership for:
damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses); or
damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.
2. Which courts do I apply to for a Restoration Order?
You can apply to The Court of Session or Sheriff Court in the Sheriffdom in which the limited liability partnership has its registered office.
3. How do I serve documents?
The petition should be served on:
The Lord Advocate
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
DX: ED310
and:
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
DX: ED235 Edinburgh 1
The Registrar will accept delivery by post (recorded delivery is recommended). He will also accept delivery by hand at Companies House Edinburgh during normal office hours.
An agent may represent the Registrar of Companies and/or the Lord Advocate at the hearing.
4. What evidence must I give?
The Court will require evidence covering service of the petition on the Registrar of Companies and the Lord Advocate.
The Court will usually require background information on the limited liability partnership. This can be provided in the petition (its form is prescribed in the rules of court) and may include:
when the limited liability partnership was incorporated and the nature of its objects (a copy of the certificate of incorporation and the incorporation document should be attached);
its membership and officers;
its trading activity and, if applicable, when it stopped trading;
an explanation of any failure to deliver accounts, annual returns or notices to the Registrar of Companies;
details of the striking-off and dissolution;
comments on the limited liability partnership's solvency;
any other information that explains the reason for the application.
The Registrar will provide information to assist in an application to the Court. Before the Court hearing, he will normally ask for:
delivery of any statutory documents to bring the limited liability partnership's public file up to date.
the correction of any irregularities in the limited liability partnership's structure.
5. Are there costs or penalties?
Yes. The applicant(s) may be expected to meet the costs of the Registrar in relation to the restoration. The limited liability partnership may also be required to meet the Registrar's expenses and any late filing penalty payable for accounts delivered outside the period allowed by the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001).
6. What happens when the order for restoration is made?
On completion of the order, a certified copy interlocutor should be delivered to the Registrar of Companies. The limited liability partnership is considered restored upon delivery.
CHAPTER 10
Further information
1. Where can I go for help?
Staff at Companies House in Edinburgh and the AIB will be able to advise you on general matters, but if you are considering liquidation or insolvency proceedings you should seek the advice of an insolvency practitioner or the Insolvency Service.
Complaints about the conduct of a licensed insolvency practitioner should be sent, in writing, to:
The Insolvency Practitioners' Section
The Insolvency Service
Area 1.10
PO Box 203
21 Bloomsbury Street
LONDON
WC1B 3QW
They will then forward the complaint to the practitioner's authorising body.
2. Where do I get forms and guidance booklets?
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is on this website or by telephoning 0870 333 3636. If you prefer you can write to our Stationery Teams in Cardiff or Edinburgh
The following forms are available from Companies House:
Receivership forms
1(Scot) Notice of the appointment of a receiver by the holder of a floating charge
2(Scot) Notice of the appointment of a receiver by the court
3(Scot) Notice of the receiver ceasing to act or of his removal
3.4(Scot) Notice of authorisation to dispose of secured property
3.5(Scot) Notice of receiver's report
Liquidation forms
4.2(Scot) Notice of winding up order
4.17(Scot) Notice of final meeting of creditors
4.26(Scot) Return of final meeting in a voluntary winding-up
4.27(Scot) Notice of court's order listing proceedings in winding up by the court
4.28(Scot) Notice under section 204(6) or 205(6)
111/110 Members' Voluntary - Return of final winding up meeting
112/110 Creditors' Voluntary - Return of final winding up meeting
Forms can also be obtained from the The Accountant in Bankruptcy or from legal stationers. A list of legal stationers can usually be found in Yellow Pages.
3. How do I send information to the Registrar?
Documents, including court orders, should display the correct limited liability partnership name and registration number.
Companies House will only acknowledge receipt if you provide a stamped addressed envelope.
You should supply documents in portrait format (that is, with the shorter edge across the top)
Documents may be delivered by post, by hand (personally or by courier) or by the Hays Document Exchange service.
The relevant addresses are:
The Registrar of Companies
Companies House
37 Castel Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1 The Accountant in Bankruptcy
George House 37 Castle Terrace
126 George Street
Edinburgh EH2 4HH
DX ED311
Please note: Companies House does not accept accounts or any other statutory documents by fax.
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