scores_train_insolvency_bot_with_gpt-4.csv

question_no	question_text	bot_response	bot_response_time	bot_response_attempts	bot_statutes	bot_cases	bot_forms	mark_scheme	bot_score	bot_score_breakdown	max_points_available	bot_mark_scheme_assessments
Q1	I left a position a couple of months ago after a disagreement with the other director on the direction of the company. I signed a stock transfer form a month ago to return the 5% I had in the business and assumed it was dealt with after I was told it would be filed and I would be removed. Today, the other director dropped the keys for the offices rented by the business and a note saying I was never taken off of the business and to sell all of the assets, close down the business and pay off the debts (along with sending the other director some money). It came a bit out of left field and I'm fairly new to business but I assumed when I signed that form it removed all of my permissions from doing anything with company assets or filings? Any advice would help as I currently don't know what to do other than send the keys back recorded delivery so I cannot be accused of theft or anything.	I'm sorry to hear about your predicament. It's important to note that simply signing a stock transfer form does not automatically cancel your legal obligations or responsibilities as a director or relieve you of the duties that you owe to the company. The stock transfer form is the legal document used to transfer shares from one party to another, but it does not relate to your status as a director. To resign as a director, you would need to have submitted a TM01 form to Companies House. Until Companies House receives this form, you remain a director from the perspective of the law, and you retain all of the rights and responsibilities that come with this role. Therefore, you may still be legally obligated to take steps to deal with the company's debts and wind down the business. However, it's important that you take action carefully to ensure you don't run afoul of the Insolvency Act 1986 or the Company Directors Disqualification Act 1986, which impose strict rules on directors of insolvent companies. If you were listed as a co-director and didn't officially resign via the TM01 form, it's entirely possible that the responsibilities now fall to you. This does not, however, necessarily imply that you are personally responsible for the company's debts unless, for example, you've guaranteed them. I would advise you to consult with a solicitor and an insolvency practitioner as soon as possible. A solicitor can help you to understand your legal obligations and protect your interests, while an insolvency practitioner can help to manage the process of dealing with the company's debts and winding down its business. Please remember that this advice is intended to be general in nature, and specific facts or circumstances could change the appropriate course of action. As such, it's essential to seek legal advice that's tailored to your situation.	29.2250874042511	1	Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 371 (Bankruptcy)|Insolvency Act 1986 section 234 (Miscellaneous Provisions Applying to Companies Which are Insolvent or in Liquidation)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)	Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Lancefield v Lancefield [2002] 4 WLUK 467 (Jurisdiction; Partnerships; Winding-up orders)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|Bradcrown Ltd, Re [2002] B.C.C. 428 (Directors' duties and powers; Misconduct; Disqualification)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Here is a useful form from Companies House: Companies House Form AP01|Here is a useful form from Companies House: Companies House Form TM01|Here is a useful form from Companies House: Companies House Form AM15	"[[""Does the lawyer mention the key features of a director?"", ""Does the lawyer refer to sections 154-155 CA 2006?"", ""Does the lawyer identify the criteria for being a director under the law?"", ""Does the lawyer refer to sections 250-251 CA 2006?"", ""Does the lawyer refer to the circumstances in which a director can be removed from their position?"", ""Does the lawyer refer to s.168 CA 2006?"", ""Does the lawyer refer to any relevant case law when advice is provided?"", ""Does the lawyer ask which form was signed? Does the lawyer say that you need to fill out Companies House Form TM01 to terminate an appointment of a director?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 2, 3, 2, 2, 3, 3, 1, 3, 3]]"	3.0	[0, 0, 0, 0, 0, 0, 0, 0, 1.5, 1.5]	25	The lawyer does not enumerate the key features of a director, but it is implied that a director has certain legal obligations, responsibilities, and duties towards the company. Those responsibilities can include dealing with the company's debts and winding down the business, specifically in the context of insolvency.|No, the lawyer does not make reference to sections 154-155 of the Companies Act 2006 in their response. They mention the TM01 form, the Insolvency Act 1986, and the Company Directors Disqualification Act 1986, but no other specific sections or acts are stated.|No, the lawyer does not identify the criteria for being a director under the law in the given response. They mainly outline the actions needed to resign as a director and the possible legal obligations for someone who remains a director of a company that's facing insolvency.|No, the lawyer does not mention or refer to sections 250-251 of the Companies Act 2006 (CA 2006) in the response given. The lawyer mentioned the Companies House, the TM01 form, the Insolvency Act 1986, and the Company Directors Disqualification Act 1986, but made no reference to any specific sections of the Companies Act 2006.|No, the lawyer does not refer to the circumstances in which a director can be removed from their position. The lawyer instead details the process by which a director can voluntarily resign their position. They also discuss the potential legal obligations the director might have in relation to company debts, especially if the company is insolvent.|No, the lawyer does not refer to s.168 CA 2006, also known as Section 168 of the Companies Act 2006, in their response. They only mention the TM01 form, Insolvency Act 1986, and the Company Directors Disqualification Act 1986.|No, the lawyer does not refer to any specific case law in the provided advice. They only refer to general legal principles and statutory regulations, namely the Insolvency Act 1986 and the Company Directors Disqualification Act 1986.|The lawyer does not ask which form was signed, but they do state that Companies House Form TM01 needs to be filled out to terminate an appointment of a director.|No, the lawyer does not refer to specific case law in his response. However, he does mention the Insolvency Act 1986 and the Company Directors Disqualification Act 1986, which are not case laws but statutory laws. Case law would involve referencing previous legal judgments made by the court.|As an AI language model, I can say that the advice provided here seems to correspond with typical practices and obligations related to company directorships in the UK. A director would need to submit a TM01 form to Companies House in order to resign. Additionally, directors of insolvent companies do need to navigate specific laws such as the Insolvency Act 1986 and the Company Directors Disqualification Act 1986. However, always consult a legal professional in your jurisdiction for advice specific to your situation.|
Q2	Hi, I hope someone can help advise as Citizens advice are a 14 day turn around and I feel so angry and stressed. My partner was working for a subcontractor I will refer to as X and he subcontracts from Y who then subcontracts from a massive house builder in the UK. X had been booking in work with Y and the work hadn't been done so when Y found out they said he wouldn't be getting anymore more money to pay his 13 guys wages. So now my partner hasn't been paid £1800 after tax becuase of this. Apparently X doesn't have the money and he owes Y over £30k. My partner has tried to contact X and be reasonable about it but he started off saying my partner was at the top of his priority list and he would be paid the money, it is now 3 weeks later and X is ignoring calls and texts. Never in our lives have we struggled like this, we are a large family my partner and I have 8 children together and have now had to use a food bank for the last 2 weeks which we have never had to do as we have been pay check to pay check since covid as we didn't take any of the gouverment grants and this has massively set us back. Please can someone help, what can we do, can I persue X, Y and the massive UK house builder? Should I call. The massive UK house builder and speak to them and let them know the kind of guy that has been subcontracted? Would they even care? We can't let this just be accepted as a loss of £1800 as its put us in debt and it has really affected our family massively. Many Thanks in advance for anyone who takes the time to read and respond.	I'm really sorry to hear about the difficulties your family is currently experiencing. These are very tough circumstances and I can understand why you would be desperate for answers and solutions. In this scenario the company your partner was working for (X) would normally be responsible for paying your partner's wage. It appears X is experiencing some type of financial issue which has resulted in the non-payment of the wages. Your first step can be, if you haven't done so already, to put your concerns in writing to X, and keeping a copy of the communication. If X is unable to pay, you can consider making an application to wind up the company. This is a serious step and can lead to liquidation of the company. Next, you might have an argument for 'piercing the corporate veil', which is a legal principle in the UK that allows the courts to look beyond the company to the individuals controlling it in instances of fraud or improper conduct. This is however a high bar. For instance, in the case of Prest v Petrodel Resources Ltd [2013] UKSC 34, it was held that the veil could be pierced in case of evasion of liabilities. However, each case is highly dependent on facts and circumstances, so advice needs to be taken. Also, check if your partner's contract was strictly with X or whether Y had any obligations under it. This could potentially give you another entity to seek recovery from. Bear in mind, further action may be required under the Insolvency Act 1986 if X is actually insolvent (cannot pay its debts as they fall due). If that is the case, creditors (like your partner) can potentially make an application to have the company wound up. As for the larger house builder, it could be worth contacting them to make them aware of the situation. However, it's unlikely they would have legal responsibility for your partner's wages unless there's some sort of direct contract in place with them. You could contact ACAS for advice. They provide free and impartial information and advice to employers and employees on all aspects of workplace relations and employment law. StepChange Debt Charity could also provide free and comprehensive debt advice. Please consult with a legal professional about your specific case. The above is general information based on the cases and laws you provided, and should not be used as legal advice. Do you want me to look at the Companies Forms for DS01, MT03, and RT01? Please confirm.	42.85912036895752	1	Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 43 (A company's capacity and related matters)|Insolvency Act 1986 section 222 (Winding Up of Unregistered Companies)	"Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Rowntree Ventures Ltd v Oak Property Partners Ltd [2016] EWHC 1523 (Ch) (Rescue Procedures; Notion of insolvency; Cash-flows; Balance-sheets; Inability to pay debts)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Petitioner v Company [2022] 6 WLUK 131 (Coronavirus; Demands; Inability to pay debts; Loan agreements; Winding-up petitions
)|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)"	Here is a useful form from Companies House: Companies House Form DS01|Here is a useful form from Companies House: Companies House Form MT03|Here is a useful form from Companies House: Companies House Form RT01	"[[""Does the lawyer ask if all companies involved are limited liability companies?"", ""Does the lawyer ask which kind of contract the petitioner had with X?"", ""Does the lawyer outline the requirements for lifting the corporate veil?"", ""Does the lawyer outline what the options are if X enters into a formal insolvency procedure (particularly administration and liquidation)?"", ""Does the lawyer mention that employee wages have a preferential treatment in insolvency?"", ""Does the lawyer refer to ss.166-184 ERA 1996 and Schedule 6 IA 1986?"", ""Does the lawyer mention that occupational or personal pension schemes are protected under the law, and that the employee can claim unpaid contributions to the Secretary of State?"", ""Does the lawyer refer to ss.124-126 Pension Schemes Act 1993?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [2, 2, 2, 3, 3, 2, 3, 2, 3, 3]]"	9.5	[0, 2, 2, 0, 1.5, 1.0, 0, 0, 3, 0]	25	No, the lawyer does not ask if all companies involved are limited liability companies.|Yes, the lawyer does ask about the type of contract the petitioner's partner had with the company X and whether the company Y had any obligations under it. This information can potentially provide additional entities to seek recovery from.|Yes, the lawyer does outline the requirements for lifting the corporate veil. He mentioned that 'piercing the corporate veil' is a legal principle which allows courts to look beyond the company to the individuals controlling it, in instances of fraud or improper conduct. However, this typically requires a high standard of proof. He cited the case of Prest v Petrodel Resources Ltd [2013] UKSC 34 as an example, in which it was held that the veil could be pierced in case of evasion of liabilities. However, he also noted that each case is highly dependent on its specific facts and circumstances.|No, the lawyer doesn't outline the options in the event of X entering into a formal insolvency procedure such as administration or liquidation. This would be a next step to discuss if it appears that X is indeed insolvent. Depending on the circumstances and the specific insolvency procedure introduced, options may include making a claim as a creditor in the insolvency (for any unpaid wages), potentially taking action against directors if there has been wrongful trading, and exploring if any redundancy payment may be due. This is a complex area of law and specific advice would be needed.|No, the lawyer does not specifically mention that employee wages have a preferential treatment in insolvency. They do, however, suggest making an application to wind up the company if it is unable to pay, and notes that creditors can potentially make an application to have the company wound up under the Insolvency Act 1986 if the company is insolvent. Further specifics about the hierarchy of debt and how employee wages are treated in such scenarios are not explicitly discussed in this response. It is always advised to consult with a legal professional for specifics related to your situation.|No, the lawyer does not specifically refer to ss.166-184 Employment Rights Act (ERA) 1996 and Schedule 6 Insolvency Act (IA) 1986 in this response. However, these laws might be relevant to your situation as they relate to the insolvency of the company and workers' rights. The presence of these laws could determine your further course of action. It would be beneficial for you to seek further advice from a legal expert on how these specific laws apply to your situation.|No, the lawyer does not mention anything about occupational or personal pension schemes being protected under the law, nor that the employee can claim unpaid contributions to the Secretary of State.|No, the lawyer does not refer to ss.124-126 of the Pension Schemes Act 1993 in their response.|Yes, the lawyer does refer to relevant case law. They mention the case of Prest v Petrodel Resources Ltd [2013] UKSC 34 as an example of an instance where the principle of 'piercing the corporate veil' was applied.|As an AI, I don't have personal experiences, but based on my knowledge, the advice given by lawyer seems consistent with general legal principles. The lawyer suggested direct communication with the company, considered insolvency processes, discussed the possibility of piercing the corporate veil and reviewing the contract, and recommended speaking to ACAS and StepChange Debt Charity. These suggestions appear to be legally sound, though this can vary depending on specific jurisdictions and other unique factors. It's always recommended to consult with a legal professional about specific cases. The question about Companies Forms DS01, MT03, and RT01 also indicates that the lawyer is considering various legal procedures.|
Q3	Good Evening, I am in an extremely difficult situation and I'm looking for a specialist lawyer who can help me with the following: Company A is a trading company that has been in business since 2008 and has been liquidated in 2023. Company B is a property company that has been in business since 2020. We are currently in liquidation with Company A, and one of the creditors is a bank due to an RLS loan. This loan is a cross-guarantee, which means that in case of liquidation, the property company is liable to pay this amount. Background: Company A gave an intercompany loan to Company B to facilitate the purchase of an industrial unit. As Company A is in liquidation, the insolvency practitioner will be asking for the loan amount to be repaid. This means that not only is Company B liable to pay the RLS, but they will also be liable to pay the intercompany loan along with the mortgage on Company B. This puts Company B in a difficult position, and the liquidators are putting pressure on them and asking to put Company B into administration with them. This way, they can sell the industrial unit and I will lose everything I have worked for over the last 17 years. I am here to get some advice, help, and support, but I feel like I have lost it all. Is there any point in carrying on....?	I'm really sorry to hear about your situation. It's clear you're facing a lot of stress and pressure right now. However, remember I'm here to help you navigate through this and assist you to find the best possible solution. First and foremost, you might want to consider obtaining independent legal advice about your position, especially if you feel that the liquidator might not be acting in your best interests. Next, in regards to the RLS loan and the intercompany loan, it's important to understand the terms of these loans and guarantees. Loan agreements might have stipulations on repayments, especially in the event of insolvency, and guarantees can also differ. Remember that as a director, you have some statutory duties under the Companies Act 2006. These duties include promoting success for the benefit of members and ensuring business decisions are made in good faith. If a company is insolvent, or nearing insolvency, duties shift from shareholders to creditors. In addition, Liquidators have specific duties under the Insolvency Act 1986 and the Insolvency (England and Wales) Rules 2016, including to realize company assets and distribute them to creditors. Misfeasance proceedings can be brought by liquidators if they believe funds have been misappropriated, but they should act reasonably. I'd suggest you ask the liquidator for full details of any claims they are making against you or Company B. It would be useful to see detailed breakdown of their proposed actions and the legal grounds they are basing them on. You should also consider speaking to an insolvency practitioner or specialist solicitor who can advise you on whether placing Company B into administration is the best course of action for you at this time. They can also help review the liquidator's valuations and strategy for Company B. Directors can potentially face disqualification proceedings under the Company Directors Disqualification Act 1986 if they have acted improperly, negligently or dishonestly but this requires a court order and evidence of such conduct. It does not sound like this is the case here. This is a complex situation, and certainly one where professional expert advice is needed. I would recommend consulting with a solicitor or an insolvency practitioner who can assist you to navigate through this difficult time and advice you on the possible legal remedies. Please remember not to lose hope. There are solutions and strategies which can be explored in situations like this.	36.48082995414734	1	Insolvency Act 1986 section 95 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section A16 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	HLC Environmental Projects Ltd, Re [2013] EWHC 2876 (Ch) (Cash flows; Notion of insolvency; Directors' liabilities; Directors' powers and duties; Liquidators' powers and duties; Misfeasance; Payments in insolvency)|Maxwell Communications Corporation Plc (No 2), Re [1993] B.C.C. 369 (Debt; Schemes of arrangement; Subordination)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Eurofood IFSC ltd, Re [2006] Ch. 508 C-341/04  (Centre of main interests; EU law; Commencement; Corporate insolvency; Insolvency proceedings; Recognition of judgments; Subsidiary companies)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Here is a useful form from Companies House: Companies House Form WU04|Here is a useful form from Companies House: Companies House Form AM22|Here is a useful form from Companies House: Companies House Form 600CH	"[[""Does the lawyer refer to the relevant statutes (ss. 123-124 IA 1986) to determine if a company (like Company B) is insolvent?"", ""Does the lawyer identify the different forms of liquidation, and the circumstances in which a company can be liquidated? "", ""Does the lawyer refer to s. 122 IA 1986? "", ""Does the lawyer identify the powers the courts have when hearing an insolvency petition? "", ""Does the lawyer refer to ss.125-128 IA 1986? "", ""Does the lawyer identify the duties and powers of insolvency practitioners and official receivers? "", ""Does the lawyer refer to ss. 143-146A IA 1986? "", ""Does the lawyer say that the liquidator could settle the dispute with company B and/or the possibility of exploring alternative rescue options (such as a company voluntary arrangement, a scheme of arrangement, a restructuring plan or a light-touch administration procedure (in which the debtor remains the director of their own company during administration)? "", ""Does the lawyer refer to any relevant case law? "", ""Does the lawyer provide the correct advice?""], [3, 2, 2, 3, 2, 3, 2, 2, 3, 3]]"	9.5	[1.5, 1.0, 0, 1.5, 0, 3, 0, 1.0, 0, 1.5]	25	No, the lawyer does not specifically refer to the relevant statutes (ss. 123-124 IA 1986) to determine if a company like Company B is insolvent. However, they do suggest consulting with a insolvency practitioner or specialist solicitor who would potentially look at these statutes to determine insolvency. It is also important to note that while the lawyer mentions the Insolvency Act 1986, they don't specifically refer to sections 123-124 in this response.|No, in the lawyer's response, specific types of liquidation and the circumstances that lead to company liquidation were not discussed directly. The lawyer focused more on advising the individual on their situation, legal duties, possible violations, and next steps to take. However, they mentioned the role of a liquidator under the Insolvency Act 1986 and the Insolvency Rules 2016, emphasizing their duties to realize company assets and distribute them to creditors. They suggested consulting with an insolvency practitioner or a specialist solicitor for more specific advice.|No, the lawyer does not refer to Section 122 of the Insolvency Act 1986 in their response. They do mention the Insolvency Act 1986 and the specific duties of Liquidators under this act, but they do not directly reference Section 122.|No, the lawyer does not specifically discuss the powers that courts have when hearing an insolvency petition. However, they do mention that directors can potentially face disqualification proceedings under the Company Directors Disqualification Act 1986, which requires a court order and evidence of improper conduct. They also mention how liquidators can bring misfeasance proceedings if they believe funds have been misappropriated. While these points hint at the courts' roles in these scenarios, they don't provide specifics on the powers courts possess in insolvency hearings.|No, in the lawyer's response, there is no specific reference made to sections 125-128 of the Insolvency Act (IA) 1986.|Yes, the lawyer mentions that liquidators have specific duties under the Insolvency Act 1986 and the Insolvency (England and Wales) Rules 2016, including realizing company assets and distributing them to creditors. The lawyer also advises the individual to speak to an insolvency practitioner who can provide counsel on the best course of action and offer a professional review of the liquidator's strategies and valuations. However, the lawyer does not mention the duties and powers of official receivers in this response.|No, the lawyer does not specifically refer to sections 143-146A of the Insolvency Act 1986 (IA 1986) in their response. They make reference to the liquidator's duties under the Insolvency Act 1986 and the Insolvency (England and Wales) Rules 2016, but do not provide details of which specific sections they are referring to. They advise the individual to seek further counsel from an insolvency practitioner or specialist solicitor.|The lawyer strongly suggests consulting an insolvency practitioner or a specialist solicitor who can advise on the best course of action, including the possibility of placing Company B into administration. However, specific alternative rescue options such as a company voluntary arrangement, a scheme of arrangement, a restructuring plan, or a light-touch administration procedure aren't explicitly mentioned in this response. The lawyer also does not directly mention the possibility of the liquidator settling the dispute with Company B. They do suggest obtaining details on the liquidator's proposed actions and legal grounds, and they state that consultation with a solicitor or insolvency practitioner is needed to review these details and navigate the situation.|No, the lawyer does not refer to any relevant case law in their response. They do refer to a number of statutes and legislative responsibilities, such as the Companies Act 2006, Insolvency Act 1986, the Insolvency (England and Wales) Rules 2016, and the Company Directors Disqualification Act 1986, but they did not mention or refer to any specific cases.|As an AI, I don't have personal opinions. However, based on my training data, the lawyer's advice appears to be generally helpful though it should not replace personalized legal counsel. They accurately outline duties and potential consequences under the Companies Act 2006, the Insolvency Act 1986, and the Company Directors Disqualification Act 1986. They also provide reasonable suggestions such as obtaining independent advice, discussing the matter with the liquidator, and considering the appointment of an insolvency practitioner. Consulting a real-life legal expert on this matter would still be necessary to ensure every unique context and nuance of the situation is understood and handled appropriately.|
Q4	I know that LTD company debts, stay with the LTD company, and a personal individual cannot be chased for this. What happens when it's the other way round. A personal debt against an individual who is the sole director of multiple LTD companies? Can company assets be seized to pay a personal debt?	As a general rule, under the principle of limited liability as established by the case of Salomon v Salomon & Co. [1897] AC 22, directors or shareholders of a limited company are not personally responsible for the company's debts, and their liability is limited to their investment in the shares of the company. This principle works both ways, meaning that company assets cannot be seized to pay the director's personal debts. However, there are exceptions to this rule in certain circumstances. If the director has personally guaranteed the company's debts, then those personal assets can be at risk if the company goes into insolvency. Furthermore, in extreme cases where the corporate veil can be pierced because the court finds that the company is a sham or a facade, the directors or shareholders may be held personally liable for the company's debts. But these are rare and require clear evidence of wrongdoing or misuse of the company structure for fraudulent or improper purposes, as established by cases like Prest v Petrodel Resources Ltd [2013] UKSC 34 and Gilford Motor Co. Ltd v Horne [1933] Ch. 935. If a director is found to have carried on trading when the company is insolvent and there is no realistic prospect of paying its debts (wrongful trading), then they can be made personally liable for the company's additional debts incurred from that point, under section 214 of the Insolvency Act 1986. Similarly, under section 15 of the Company Directors Disqualification Act 1986, a director can be made personally liable for a company's debts if they continue to act as a director while disqualified or bankrupt. From the perspective of a personal creditor of a director, they can only enforce their debt against the personal assets of that director, and not the assets of the director's companies. Any attempt to seize company assets would likely be met with strong resistance and could lead to legal proceedings for 'trespass to goods' or 'conversion'. In conclusion, while there are circumstances in which a director or shareholder can be personally liable for a company's debts, these scenarios do not extend to company assets being available to satisfy a director's personal liabilities. It is always advisable to seek legal advice in these situations to fully understand your rights and obligations.	38.427159547805786	1	Company Directors Disqualification Act 1986 section 15|Insolvency Act 1986 section 373 (Individual Insolvency: General Provisions)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 1187 (Company directors: foreign disqualification etc)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)	Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|PSV 1982 v Langdon [2022] EWCA Civ 1319 (Cross-Border Insolvency; Directors disqualification; Directors' liabilities; Liquidation)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re Glam and Tan Ltd [2022] EWHC 855 (Ch) (De facto directors; Directors' powers and duties; Distributions; Dividends; Liquidators' powers and duties)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Here is a useful form from Companies House: Companies House Form 600CH|Here is a useful form from Companies House: Companies House Form MT03|Here is a useful form from Companies House: Companies House Form LIQ02	"[[""Does the lawyer ask which type of bankruptcy procedure has been opened against the director (if any)?"", ""Does the lawyer outline the requirements to be appointed as a director under English law?"", ""Does the lawyer refer to ss.250-251 IA 1986?"", ""Does the lawyer outline the principle of separate legal personality?"", ""Does the lawyer outline the exceptions to the principle of separate legal personality?"", ""Does the lawyer mention that directors owe fiduciary duties to the company?"", ""Does the lawyer refer to ss.171-177 CA 2006?"", ""Does the lawyer mention that piercing the corporate veil may occur as a result of the director breaching their fiduciary duties towards the company?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [2, 2, 2, 3, 3, 2, 2, 3, 3, 3]]"	10.5	[0, 0, 0, 3, 3, 0, 0, 0, 3, 1.5]	25	"No, the lawyer does not ask which type of bankruptcy procedure has been opened against the director.|No, the lawyer doesn't outline the requirements to be appointed as a director under English law. The lawyer's response is focused on explaining the principle of limited liability, outlining in which circumstances a director or shareholder can be personally liable for a company's debts, and whether a director's personal liabilities can be satisfied through company assets.|No, the lawyer does not refer to ss.250-251 IA 1986 in the response. The references mentioned are to section 214 of the Insolvency Act 1986 and section 15 of the Company Directors Disqualification Act 1986.|Yes, the lawyer implicitly outlines the principle of separate legal personality. This principle is one of the fundamental aspects of corporate law and it means that a company is a separate legal entity from its directors or shareholders. It is most clearly observed in the explanation that company assets cannot be used to pay off the director's personal debts, and vice versa. The court cases mentioned, such as Salomon v Salomon & Co., also refer to this principle. Though they don't outright say ""separate legal personality"", they clearly describe the concept through detailing the different legal responsibilities and protections between a company and its directors.|Yes, the lawyer outlines several exceptions to the principle of separate legal personality. These include scenarios where the director has personally guaranteed the company's debts or where the court determines the company is a sham or facade. The lawyer also mentions conditions under which a director could be made personally liable for the company's debts, such as continuing to trade while the company is insolvent or continuing to act as a director while disqualified or bankrupt.|No, the lawyer does not mention that directors owe fiduciary duties to the company in this response.|No, the lawyer does not refer to ss.171-177 of the Companies Act 2006 (CA 2006) in this response.|No, the lawyer does not mention that piercing the corporate veil may occur as a result of the director breaching their fiduciary duties towards the company. The situations they present in which the corporate veil could be pierced are when the company is found to be a sham or a facade or involved in fraudulent or improper purposes. |Yes, the lawyer refers to the following relevant case law: Salomon v Salomon & Co. [1897] AC 22, Prest v Petrodel Resources Ltd [2013] UKSC 34, and Gilford Motor Co. Ltd v Horne [1933] Ch. 935. These cases are relevant to the principles and exceptions concerning the liability of a company's directors or shareholders for the company's debts.|As an AI, I lack the ability to independently verify information, but I can confirm that the lawyer's response aligns with my knowledge about the principle of limited liability, the concept of piercing the corporate veil, wrongful trading, and the Company Directors Disqualification Act. The lawyer mentions specific cases, legal principles, and laws that govern these scenarios. However, laws can vary by jurisdiction, and specific situations could possibly change the application of these principles. Therefore, while the response appears to be accurate based on my understanding, it's crucial to consult with a practicing legal professional to get advice tailored to unique circumstances.|"
Q5	"I posted a thread s few weeks back about ""closing my ltd company and who to pay"" and got some really helpful advice. Today I got a phone call from a debt collection agency, on behalf of Utility Bidder ( a comparison site for business energy) who I went thru when energy prices were rising and I wanted to secure the best price. Apparently I have broken the contract by not seeing out the whole 3 yr term and they're chasing me for about 1k inc vat. I told him I had applied to companies House to dissolve the company and he told me I wouldn't be able to because I have this outstanding debt with them and I should see an insolvency practitioner. When I told him that I wasnt going to spend 2k+ to settle a 1k debt ,he suggested a payment plan. I asked for time to get some advice because obviously the company has no money with which to pay. He suggested that I should ""find the money from somewhere"". I was a very small bakery and essentially all the equipment was mine, most of it I owned before I set up, some I bought but with my own money, and I used the company money to buy mainly ingredients and small things like replacement knives/bowls. I stopped trading on 24th Dec, I gave notice on my unit and moved out on 18th Jan. I have not traded since and there is no outstanding payments due for goods i supplied. Do I just stick to my guns and let it run its course till they run out of steam?"	From the information provided, it seems like the debt collection agency is trying to claim that your company breached its contract with Utility Bidder by not completing the full 3-year term. However, the situation appears to be more complicated than that. Firstly, if your company has ceased trading and has no assets or income, it may be insolvent under the terms of the Insolvency Act 1986 section 123, as it is unable to pay its debts. Secondly, while it is true that under the laws stated in Insolvency Act 1986 section 124, companies with outstanding debts cannot be dissolved, it's also true that this generally refers to debts that are undisputed and acknowledged by the company. If there is a dispute about the debt or its amount, the debt collection agency might fail to prevent the dissolution. Moreover, even if your company owes this debt, the agency would have to go to court and get a judgment against your company before Companies House would stop the dissolution process, which takes time and money. In case of insolvency, the law (Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) and Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383) mandates assessing a company's cash-flow and balance-sheet to determine its financial condition. Consequently, you cannot be personally liable for the company's debt unless there is proof of wrongful trading or fraud (Company Directors Disqualification Act 1986). The assets you mentioned (equipment, knives/bowls etc) are yours personally and not assets of the company (unless you specifically transferred them to the company) and thus cannot be claimed to pay off company's debts. Finally, in line with BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch), directors have a fiduciary duty to safeguard the interests of creditors when the company nears insolvency. Therefore, taking advice from an insolvency practitioner could be a prudent step, even if you don't eventually appoint one. Please consult professional legal counsel to discuss these matters further and determine the best course of action as this is just preliminary advice.	31.869348526000977	1	Companies Act 2006 section 251 (A company's directors)|Insolvency Act 1986 section A16 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|King v Anthony [1998] 2 B.C.L.C. 517 (Individual voluntary arrangements; Insolvency practitioners)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Here is a useful form from Companies House: Companies House Form DS02|Here is a useful form from Companies House: Companies House Form AM23|Here is a useful form from Companies House: Companies House Form IC02	"[[""Does the lawyer ask how the company was dissolved?"", ""Does the lawyer ask for the forms submitted for dissolving a company?"", ""Does the lawyer identify the different forms of liquidation, and the circumstances in which a company can be liquidated? "", ""Does the lawyer refer to s. 122 IA 1986? "", ""Does the lawyer identify the powers the courts have when hearing an insolvency petition? "", ""Does the lawyer identify the duties and powers of insolvency practitioners and official receivers? "", ""Does the lawyer outline the principle of separate legal personality?"", ""Does the lawyer outline the exceptions to the principle of separate legal personality?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 2, 3, 2, 2, 2, 3, 2, 3, 3]]"	8.5	[0, 0, 0, 0, 0, 0, 3, 1.0, 3, 1.5]	25	No, the lawyer does not ask how the company was dissolved in this response.|No, the lawyer does not ask for the forms submitted for dissolving a company in this response. Instead, the lawyer provides general legal advice about the potential implications of dissolving a company with outstanding debts, and suggests seeking professional legal counsel to further discuss these matters.|No, the lawyer in this response did not identify the different forms of liquidation or the circumstances in which a company can be liquidated. Instead, they focused on explaining the insolvency situation, company dissolution process, and other legal means related to resolving the debt issue. For complete advice, it's best to consult with legal counsel.|No, the lawyer does not refer to section 122 of the Insolvency Act 1986 in this response. They refer to section 123 and 124 of the same Act.|No, in the provided response, the lawyer does not specifically mention or identify the powers the courts have when hearing an insolvency petition.|No, in the response provided, the lawyer does not specifically identify the duties and powers of insolvency practitioners and official receivers. They only suggest that consulting an insolvency practitioner could be a wise step in the situation at hand.|Yes, the lawyer does indirectly outline the principle of separate legal personality when he specifies that the assets the person mentioned (equipment, knives/bowls, etc.) are personal assets and not assets of the company, and thus they cannot be claimed to pay off the company's debts. This is rooted in the principle of separate legal personality, which recognizes a company as a separate legal entity distinct from its directors, shareholders, or owners. Under this principle, individuals and the company have separate legal rights and obligations, and individuals generally cannot be held personally responsible for the company's debts or liabilities.|No, the lawyer does not directly outline the exceptions to the principle of separate legal personality. The principle of separate legal personality is a legal concept where a company is treated as a separate legal entity to its owners and employees. This means that the company is treated as its own 'person' in the eyes of the law, with its own rights and duties. However, while not explicitly outlining the exceptions, the lawyer does mention a situation where this principle could potentially be breached. He mentions that the owner of a company is only personally liable for the company's debt if there is proof of wrongful trading or fraud, which is in line with one of the exceptions to the principle of separate legal personality known as 'piercing the corporate veil'. In such cases, the court may disregard the separate legal personality of the company and hold the owners or directors personally liable for the company's debts, if they engaged in wrongful activities or abused the principle for personal gain. Still, this response is focused more on insolvency regulations and practices, and how they apply to the specific situation, rather than on the principle of separate legal personality in general.|Yes, the lawyer refers to several pieces of relevant case law to support their advice, including Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch), Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383, and BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch). These established precedents in law provide examples of how similar situations have been handled in the past.|As an artificial intelligence, I don't have the capacity to independently verify the accuracy of this legal advice. However, the lawyer appears to cite relevant laws and legal principles, which one would generally expect to be accurate. I strongly recommend seeking advice from a real-world legal professional who can review the same.|
Q6	A creditor committee had been formed a few months ago in a quick time, without involving any voting or consent from the creditors. We have found the creditor committee is not doing thing for the best interest of the creditors. We may take the following action. 1. To remove some existing members and to be replaced by some others. 2. To add some new members. Can we do it and how can we do it? Thanks	"The procedure for removing or adding members to a creditors' committee are provided in The Insolvency (England and Wales) Rules 2016. Rule 17.8 lays out the procedure for replacing a member of a committee if they cease to be a member. It provides that a person may be appointed to fill a vacancy if: a. The office-holder and a majority of the remaining creditor members agree; and b. The total number of creditor members does not fall below three. To proceed with the addition of new members, the agreement of the office-holder and a majority of the existing committee members is again required. However, the total number of creditor members may not exceed five unless the court directs otherwise. Keep in mind that the entirety of the committee can also be dissolved if the members feel it's not acting in their best interests. Rule 17.27 sets out that a creditors' committee may be dissolved if either the office holder obtains a court order or if, after notifying the office holder, more than 50% in value of the company's creditors direct it. If the committee doesn't perform satisfactorily, you could always consider lodging a complaint to the insolvency practitioner's authorizing body. As per the Company Directors Disqualification Act 1986, insolvency practitioners must adhere to set standards--failure to do so could lead to a misconduct investigation. Finally, it may be worth considering whether you need to form a new committee. Less formal gatherings of creditors may suffice if the key concern is to ensure consultation between the office holder and the creditors. This could be a less formal ""consultation group"" or ""informal committee"", which has no statutory recognition or protection, but which can often serve useful purposes. Remember this is a complex matter and it is always advisable to consult your legal advisor or solicitor."	31.480950832366943	1	The Insolvency (England and Wales) Rules 2016 section 17.8 (CREDITORS' AND LIQUIDATION COMMITTEE)|Insolvency Act 1986 section 301 (Bankruptcy)|Insolvency Act 1986 section 49 (Receivership)	Re Smile Telecoms SA [2022] EWHC 740 (Ch) (Business restructuring; Classes of creditors; Debt restructuring; Discretion; Expert evidence; Foreign companies; Cross-border insolvency; Opposition; Schemes of arrangement)|St George’s Property Services (London) Ltd (in admin.), Re [2011] EWCA Civ858 (Administration; Administrators; Administrators' powers and duties; Extortionate credit transactions; Removal; Replacement administrators; Unsecured creditors)|Lehman Brothers Int’l (Europe) (in admin.) Re [2014] EWHC 704 (Ch) (Administration; Contributories; Foreign currency transactions; Liquidation; Set-off; Subordination agreements)	Here is a useful form from Companies House: Companies House Form SH11|Here is a useful form from Companies House: Companies House Form COM1|Here is a useful form from Companies House: Companies House Form COM2	"[[""Does the lawyer ask what kind of formal insolvency procedure has the company been admitted to?"", ""Does the lawyer outline the duties of the members of the creditors\u2019 committee? "", ""Does the lawyer outline the procedure for removing a member of the creditors\u2019 committee? "", ""Does the lawyer say that the matter is regulated by the Insolvency Rules 2016? "", ""Does the lawyer refer to any relevant case law? "", ""Does the lawyer provide the correct advice?""], [5, 4, 3, 3, 5, 5]]"	7.0	[0, 0, 1.5, 3, 0, 2.5]	25	No, the lawyer does not ask what kind of formal insolvency procedure the company has been admitted to in the response.|No, the lawyer doesn't outline the duties of the members of the creditors' committee. The response focuses mostly on the process of adding or removing members from the creditors' committee and what to do if the committee isn't performing adequately.|No, the lawyer does not specifically outline the procedure for removing a member of the creditors' committee. However, they do mention that the entire committee can be dissolved if it's not acting in their best interests, according to Rule 17.27.|Yes, the lawyer mentions that the procedure for removing or adding members to a creditors' committee is provided in The Insolvency (England and Wales) Rules 2016.|No, the lawyer does not refer to any relevant case law in this response. They only refer to specific rules in The Insolvency (England and Wales) Rules 2016 and the Company Directors Disqualification Act 1986.|As an AI language model, I can analyze the information provided using my training data and programming. The lawyer's explanation appears to be accurate and detailed as it references specific rules from The Insolvency (England and Wales) Rules 2016, which outlines insolvency procedures. The additional advice about lodging complaints, following standards, and potentially forming new committees or less formal gatherings also seem correct. However, you should always consult a licensed attorney or legal expert for your specific situation and to verify any legal advice.|
Q7	We have a ltd company with 2 shareholders/directors. Unfortunately over the last year work has really quietened down. Also the other shareholder/director would like to leave the company for new ventures. This would leave us in a position where the business could no longer carry on. We have no debt and no overdrawn directors accounts. we didn't take any bounce back loans. All vat bills would be paid as would Cox. The only thing we wouldnt have enough money for is to terminate our telecoms contract which has 7 years left. (they are completely unreasonable and not budging) Would we require liquidators purely for this reason? Thanks.	"Based on the principles set out in the cases and statutes you've mentioned, in your situation the best course of action may depend on a few key factors. It is worth noting that if your company is technically solvent right now (as it appears you have suggested), but is facing a certain future liability it is likely to be unable to meet (the telecoms contract), the position might be somewhat complicated. Under the ruling in 'BNY Corporate Trustee Services vs Eurosail' [2013], the ability of your company to meet its liabilities, both prospective and contingent, is to be determined on the balance of probabilities with the burden of proof on the party asserting ""balance-sheet insolvency"". This means that winding up a company because of a future liability must take into account all circumstances, including the probability of that liability coming into effect. Further in the 'BTI 2014 LLC v Sequana SA' [2016] case, the judge decided that where a company had on its balance sheet an estimated provision in respect of a long-term liability, directors are not required to take account of creditors' interests when running a business and therefore a company would not necessarily be regarded as insolvent. In terms of the telecoms contract, the decision in 'Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services' [2011] could be relevant. This case discussed the concept of the anti-deprivation principle, which is a principle of insolvency law which states that an agreement (for example, a contract) cannot remove assets from a company on its insolvency to the detriment of the general body of creditors. On a practical note, if the telecoms company were to make a claim against you after the company is dissolved for not fulfilling the contract, it would be as an unsecured creditor. If there are no assets left in the company, there is not much they can do to enforce the debt. It sounds like you may wish to consider dissolving (striking off) the company if it is no longer needed. This is different from liquidation and generally involves a simpler process. Companies House Form DS01 is used for applying for the company to be struck off the register and dissolved. Dissolving the company can prevent new debts or obligations from arising. Remember, you should always seek professional advice for your specific situation. The opinion provided above is based on general legal principles and should not be taken as definitive legal advice. If in doubt, contact a professional advisor or solicitor to discuss your situation in more detail."	42.32061982154846	1	Companies Act 2006 section 3 (General introductory provisions)|Companies Act 2006 section 58 (A company's name)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Cheyne Finance plc (No 2), Re [2007] EWHC 2402 (Ch) (Notion of Insolvency; Cash flowS; Balance sheets; Debt; Receivership; Standard of proof)|Casa Estates (UK) Ltd (in liq.), Re [2014] EWCA Civ 383 (Notion of Insolvency; Balance sheets; Cash flows; Transactions at an undervalue)|Byblos Bank SAL v Al-Khudhairy (1986) 2 B.C.C. 99 (CA) (Notion of Insolvency; Winding-up orders)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|SSSL Realisations (2002) Ltd (in liq.), Re [2006] EWCA Civ 7 (Creditors; Deeds; Distribution of assets; Equitable charges; Indemnities; Set-off; Subordination)|BNY Corporate Trustee Service ltd v Eurosail [2013] UKSC 28 (Notion of Insolvency; Crystallisation; Liabilities; Security)	Here is a useful form from Companies House: Companies House Form AA02|Here is a useful form from Companies House: Companies House Form TM01|Here is a useful form from Companies House: Companies House Form MT03	"[[""Does the lawyer say the company should not usually require liquidators purely for the reason of being unable to terminate the telecoms contract?"", ""Does the lawyer say that potentially, the company may face an insolvent liquidation if the telecom company refuses to compromise or if the contract is not assigned to a third party? "", ""Does the lawyer identify the different forms of liquidation, and the circumstances in which a company can be liquidated? "", ""Does the lawyer refer to s. 122 IA 1986? "", ""Does the lawyer identify the powers the courts have when hearing an insolvency petition? "", ""Does the lawyer refer to ss.125-128 IA 1986?"", ""Does the lawyer outline in which circumstances a company can be declared insolvent? "", ""Does the lawyer refer to the relevant statutes (ss. 123-124 IA 1986) to determine if a company is insolvent?"", ""Does the lawyer refer to any relevant case law? "", ""Does the lawyer provide the correct advice?""], [2, 2, 3, 2, 3, 2, 3, 2, 3, 3]]"	9.5	[0, 1.0, 0, 0, 0, 0, 3, 1.0, 3, 1.5]	25	"The lawyer suggests that the company could consider dissolving, which is a simpler process than liquidation, since a company won't necessarily be regarded as insolvent simply because it can't meet the obligations of the telecoms contract. But he emphasizes that the company should seek professional advice for its specific situation. Therefore, he does not explicitly give a direct answer whether the company should not require liquidators purely for the reason of being unable to terminate the telecoms contract.|No, the lawyer does not explicitly suggest that the company may face an insolvent liquidation if the telecom company refuses to compromise or if the contract is not assigned to a third party. However, they do refer to possible complications and rulings of previous cases which can complicate liquidation, insolvency and the resolution of future liabilities. They stress the importance of seeking professional advice and remember that their advice is based on general legal principles and may not fully apply to the specific situation at hand.|No, the lawyer does not explicitly define or identify the different forms of liquidation. He or she only briefly mentions that dissolving (striking off) a company, which is a form of closing the company different from liquidation, could be an option to prevent new debts or obligations from arising. The lawyer does not provide specifics surrounding the circumstances under which a company can be liquidated. They mostly discuss insolvency laws and rulings related to future liabilities and whether or not these would figure into a company's solvency.|No, the lawyer's response does not specifically mention or refer to section 122 of the Insolvency Act 1986 (IA 1986).|No, the lawyer does not specifically identify the powers that courts have when hearing an insolvency petition in their response. The focus of their response is largely on discussing precedent cases relevant to the situation and offering potential courses of action, along with the legal principles involved. The lawyer does not specify the courts' powers in an insolvency hearing situation.|No, the lawyer does not refer to ss.125-128 IA 1986, which stands for sections 125-128 of the Insolvency Act 1986. No reference has been made to this particular legislation in their advice.|Yes, the lawyer does outline circumstances where a company could potentially be declared insolvent. According to the 'BNY Corporate Trustee Services vs Eurosail' [2013] case cited by the lawyer, a company's ability to meet its liabilities, both those existing and those foreseeable in the future, is assessed on ""balance of probabilities"". In essence, if it appears likely on the balance of probabilities that the company cannot meet its liabilities, it could potentially be declared insolvent. However, the existence of a future liability on its own does not necessarily mean a company is insolvent, as judged in the 'BTI 2014 LLC v Sequana SA' [2016] case. Other circumstances, including the likelihood of the liability coming into effect, need to be taken into account.|No, the lawyer does not directly refer to the relevant statutes ss. 123-124 of the Insolvency Act 1986, which typically provide a definition for insolvency under UK law. Instead, they refer to a series of court cases that offer interpretations and rulings related to insolvency law. However, the statutes he referred to could be indirectly linked to ss. 123-124 IA 1986, but without a direct mention, we can't confirm this.|Yes, the lawyer refers to three cases: 1. 'BNY Corporate Trustee Services vs Eurosail' [2013] 2. 'BTI 2014 LLC v Sequana SA' [2016] 3. 'Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services' [2011]|As an AI language model, I can't provide real-time analysis or comments on any specific legal advice. The lawyer's response seems to reference relevant legal cases and provides a complex and nuanced perspective on the question. However, legal advice can vary widely depending on specific details of an individual situation. It's always recommended to consult with a legal professional for personalized advice.|"
Q8	We've screwed up. We informed our landlord that we would like to execute a break clause in our lease (5 year contract with a 3-year break). As per our lease agreement, we need to provide the landlord at least 3 months notice on the break. We informed them 7 days too late to conform to that requirement (i.e. we've given them 2 months and 3 weeks notice). The person this fell to was out-of-action last week, when they were supposed to do this. Landlord is holding this against us, saying that we are too late, and are liable for the final 2 years. Note, we'd discussed this with the landlord several months ago, that we were looking to get out of the lease sooner as we no longer had enough space to operate effectively. The landlord even arranged viewings for prospective tenants. But we did not formally request it until today (too late). Where do we stand on this?	This is indeed an unfortunate situation, but the lease agreement terms (including any break clause) as recognized by English law are clear and binding. You might, however, have some options to mitigate the situation. First, you could negotiate directly with your landlord. Notwithstanding the fact that you missed the formal notice period, if the landlord is already aware of your desire to break the lease and has even arranged viewings, it's possible they may be amenable to an agreement outside the strict terms of the lease. You could potentially offer some compromise such as covering costs associated with finding a new tenant. Second, if negotiation fails, you could seek legal advice over whether the landlord by his actions (arranging viewings) has implicitly waived the strict terms of the notice period requirement. However, the likelihood of success would depend on the specific facts and evidence involved. Legal battles can be costly, though, and this option should be viewed as a last resort. Finally, you could consider subleasing or assignment if your lease agreement allows this. This involves you finding a new tenant to take over your lease, thereby mitigating your losses. Please note that this advice is general in nature, and you should seek specific legal advice tailored to your circumstances. It's crucial to act quickly in this situation to avoid additional costs and damages.	17.20844841003418	1	Companies Act 2006 section 154 (A company's directors)|Companies Act 2006 section 266 (Derivative claims and proceedings by members)|Companies Act 2006 section 251 (A company's directors)	BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Lazari Properties 2 Ltd v New Look Retailers Ltd [2021] EWHC 1209 (Classes of creditors; Company voluntary arrangements; Coronavirus; Debt restructuring; Equal treatment; Landlords' rights; Material irregularity)|Prudential Assurance Co Ltd v PRG Powerhouse Ltd [2007] EWHC 1002 (Ch) (Company voluntary arrangements; Unfairly prejudicial conduct)	Here is a useful form from Companies House: Companies House Form AM05|Here is a useful form from Companies House: Companies House Form AM19|Here is a useful form from Companies House: Companies House Form AM21		0.0		0	
Q9	Business has been a LTD Company since 2014 with good trading history in retail/B2B. Like many we suffered during covid after being closed and not being able to trade as normal. We restructured in some ways but still required retail store. We have recently had to close the retail store Nov 22 to reduce costs and restructure our customer base more towards B2B clients. After 3 months trading from a new non retail location we have come to the conclusion the business is no longer viable for various reasons. Business has 2 equal directors. BBL Natwest balance around £14k which has been paid consistently until Jan when we had to take a payment holiday to help with cash flow. We have an OD with bank of around 6K which has a directors guarantee, we could probably cover this with sale of assets. CH & HMRC in good order. A few outstanding invoices from the closure retail store for around 7K, asset sale won't cover. Two lease cars both with 1 year each left on lease but leased via LTD company with no directors guarantee that we can see in the paperwork. Our customer base has pretty much dried up and the customers we do have are being very careful on what they spend since cost of living issue hit the media, so although we are trading we struggle with cash flow on a daily basis. I know these amounts are not huge but we feel like we are fighting a loosing battle and want to look at options of closing the business or selling it and moving on. But have no idea where to start. This I'm sure is a very common story after recent events and I never thought I would ever be even contemplating these options but it feels like the only option. Have read a few posts and seen the SpongeBob post but don't know what to do for best. Have a meeting with accountant soon to discuss but would be great-full for any advise. TIA	Based on the information you've provided, it seems that voluntary liquidation might be the most suitable course of action for your business. This process will enable you to close down your company in an orderly fashion, paying off creditors as much as possible. However, it is important to note that once you are of the opinion that your company may not be able to pay its debts, your legal responsibilities shift from the company's shareholders to its creditors. From this moment it is important that you do not incur further credit otherwise you may face personal liability. As your company has outstanding debt, the liquidation process will likely be a 'Creditors Voluntary Liquidation' (CVL). This involves appointing an Insolvency Practitioner to liquidate the company's assets, settle any legal disputes and distribute the proceeds to the creditors. Any surplus funds can then be distributed among the shareholders. You mentioned that your Overdraft (OD) with your bank has a directors' guarantee, please be aware this means that if the company cannot pay this debt, the bank can pursue you personally for the repayment. This liability will not be eliminated by the company going into liquidation. As for the leased cars, if there's no personal guarantee, the leasing company will become a creditor in the liquidation and will typically repossess the cars. Finally, it is important that you consult with your accountant and a licensed Insolvency Practitioner. They can guide you through the process and help you understand what you need to do as a director. Most insolvency practitioners offer the initial consultation for free. Please also be aware that wrt BBL Natwest, according to the government rules, directors are not personally liable for the repayments of Bounce Back Loans if the business can't pay. This is general advice and the actual course of action may vary depending on the detailed circumstances of your business. Please, always take legal advice.	26.931711435317997	1	Companies Act 2006 section 155 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Buchan and Ivey v Secretary of State for Trade and Industry (1997) IRLR 80 (Notion of directors; Employment)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Here is a useful form from Companies House: Companies House Form CH02|Here is a useful form from Companies House: Companies House Form AP01|Here is a useful form from Companies House: Companies House Form AP02	"[[""Does the lawyer mention the key liquidation options available to the company (i.e. members\u2019 voluntary liquidation and creditors\u2019 voluntary liquidation)?"", ""Does the lawyer mention the key restructuring options available to the company (i.e. administration and company voluntary arrangements)?"", ""Does the lawyer mention other important restructuring options (i.e. pre-packaged administration, schemes of arrangement and restructuring plans)?"", ""Does the lawyer refer to the relevant sections of the law (Insolvency Act 1986 and Companies Act 2006) to describe the liquidation and restructuring options available to the company?"", ""Does the lawyer mention that directors owe fiduciary duties to the company (ss.171-177 CA 2006)?"", ""Does the lawyer refers to the consequences associated with misfeasance (s.212 IA 1986) and wrongful trading (s.214 IA 1986)?"", ""Does the lawyer outline the directors\u2019 duties when the company is insolvent?"", ""Does the lawyer warn that some transactions made soon before insolvency could be challenged as being unlawful (ss.238-239, 244-245, 423 IA 1986)?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 3, 2, 2, 2, 3, 2, 2, 3, 3]]"	8.0	[0, 0, 0, 1.0, 1.0, 1.5, 2, 1.0, 0, 1.5]	25	The lawyer only mentioned one type of liquidation, which is the Creditors’ Voluntary Liquidation (CVL). They did not mention Members’ Voluntary Liquidation (MVL).|No, the lawyer does not mention key restructuring options such as administration and company voluntary arrangements in this response. The focus is more on liquidation procedures and the related implications.|No, the lawyer does not mention other restructuring options such as pre-packaged administration, schemes of arrangement, and restructuring plans in the response provided.|The lawyer does not specifically reference the Insolvency Act 1986 or the Companies Act 2006 in their advice, but their advice does summarize the duties and responsibilities of directors, which are described in these acts, in relation to liquidation procedures. However, it's always recommended that these legal references be used during such discussions and consultations to provide a more accurate and legally authoritative perspective.|No, the lawyer does not specifically mention that directors owe fiduciary duties to the company under sections 171-177 of the Companies Act 2006. The lawyer does however mention that the directors' legal responsibilities shift from the shareholders to the creditors once it becomes clear that the company may not be able to pay its debts. This implies a fiduciary responsibility but does not specifically cite the companies act.|The lawyer does not directly reference either misfeasance (s.212 IA 1986) or wrongful trading (s.214 IA 1986) in their response. However, they do touch upon a related topic when they mention that once a company's solvency is in doubt, directors' responsibilities shift towards the company's creditors, including not incurring further credit, which could potentially lead to personal liability. Wrongful trading and misfeasance are ways in which directors can become personally liable if they fail to fulfill these duties appropriately. Remember, this interpretation should not replace actual legal advice provided by a qualified attorney. Always consult with a legal expert for matters involved with insolvency law.|Yes, the lawyer does outline the directors' duties when the company is insolvent. In the response, the lawyer informs the individual that once the directors of a company believe that it may not be able to pay its debts, their legal responsibilities shift from the shareholders to its creditors. The lawyer further warns that the directors should not incur further credit thereafter or they may face personal liability. This means that the directors have a duty to protect the creditors' interests and should take steps towards liquidation.|No, the lawyer's response does not include a warning that some transactions made soon before insolvency could potentially be challenged as being unlawful (under the sections 238-239, 244-245, 423 of the Insolvency Act 1986). However, it's a crucial point and typically part of any legal advice on insolvency and the duties and responsibilities of directors, as wrongful trading and preference payments can lead to personal liability for the company directors.|No, the lawyer does not refer to any specific case law in their response. They provide general legal advice based on laws and regulations around business insolvency and liquidation, but do not cite or refer to a specific legal case as an example or precedence.|As an AI, I don't have the credentials to verify the soundness of legal advice, but the advice provided in the context appears to align with general principles relating to voluntary liquidation, directors' responsibilities, and liabilities in such circumstances. However, the exact details can vary depending on a multitude of factors, including jurisdiction, company specifics, and the precise terms of any contracts or agreements. Therefore, it's essential to consult with a licensed legal professional to obtain personalized advice.|
Q10	Hi everyone, long time lurker here. Fortunately, I've never needed to read this subsection until now! Bit of a backstory: I've been running a limited co for 6 years now, I've always had a bit of a hard time getting a hold of the accountants despite paying monthly retainers but the last couple of years have been particularly bad, late filings, no call backs and so on. I've recently switched to a new practice who have reviewed my accountants in full and immediately flagged a horrific situation. The accounts were a mess. The tax liabilities were much higher than expected and it turns out, I've unknowingly taken illegal dividends to the sum of 35k. I've spoken to a local liquidator who has stressed that this needs handled and I will be forced into personal bankruptcy, no question. I have no assets, everything was sold to keep the business going post-covid. Beyond the dividends, I owe personal tax. There's about 15k worth of equipment in the business and cash in the bank or due in. The top line has done well over the years but in the current climate, it will be almost impossible for the company to earn its way out of things. I'm wondering if there's any independent advice I could get? I'm terrified that if I go bankrupt, it will ruin my future prospects and could have been avoided. Thanks	I'm really sorry to hear about the situation you're in. Although it's difficult, it's crucial that you're proactive in dealing with this. First of all, it's important for you to understand that if you have taken an overdrawn director's loan or so-called 'illegal dividends,' then that creates a debt owed by you to the company, which may become due for repayment. Your personal liability depends on the way these dividends were declared and whether the company was insolvent at the time they were declared, and following declarations. One saving grace might be if the dividends were declared based on inaccurate accounts provided by the company's accountants. Case law such as BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) looked at whether dividends can be deemed as a transaction at undervalue or an unlawful distribution. If it can be proved that the dividends were declared based on accounts that showed a profit when there was, in fact, none; you might be able to take action against the accountants, but you should seek immediate legal advice on this. It's also important to keep in mind the directors' duties under the Companies Act 2006, section 172. Directors must act in a way they consider, in good faith, would likely promote the success of the company, and if at any point you realized or should have realized that there's no reasonable prospect of avoiding insolvency, you should take every step to minimize potential loss to the company's creditors. Directors' disqualification (as per the Company Directors Disqualification Act 1986) is often a consequence of misconduct, especially in insolvency situations. But the disqualification isn't automatic and depends on the conduct of the director. Turning to your personal situation, bankruptcy isn't the only way to deal with personal debt: Debt Relief Orders, Individual Voluntary Arrangements, and informal arrangements are all potential alternatives to bankruptcy, and it may be useful to seek advice from a debt advice agency. Even if bankruptcy does become inevitable, remember it's not the end of everything. Many people recover from bankruptcy and go on to lead successful personal and business lives (Director disqualification doesn't necessarily follow personal bankruptcy). Please note that all the above is only general advice and every case is different, and this is a complex situation that needs specialist advice. You should contact an Insolvency Practitioner or a solicitor specializing in insolvency, ideally one recommended by someone you trust, as soon as you can. They will be able to help you navigate through the situation and provide you with advice tailored to your specific circumstances. 	35.88472890853882	1	Companies Act 2006 section 414 (Accounts and reports)|Companies Act 2006 section 472 (Accounts and reports)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Companies Act 2006 section 393 (Accounts and reports)	McTear v Eade [2019] EWHC 1673 (Ch) (Breach of fiduciary duty; Directors' duties and powers; Limited liability partnerships; Liquidation; Misfeasance)|Lo-Line Electric Motors Ltd, Re [1988] Ch. 477 (Investigating and Suppressing Misconduct; Directors; Disqualification; Misconduct)|Pathania v Tashie-Lewis [2021] EWHC 526 (Ch) (Investigating and suppressing misconduct; Directors' duties and powers; Transactions at an undervalue)|Official Receiver v Arron [2021] EWHC 1587 (Ch) (Investigating and suppressing misconduct; Directors disqualification; Directors' powers and duties;)|Re Glam and Tan Ltd [2022] EWHC 855 (Ch) (De facto directors; Directors' powers and duties; Distributions; Dividends; Liquidators' powers and duties)|BTI 2014 LLC v Sequana SA [2022] UKSC 25 (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Spectrum Plus Ltd, Re [2005] UKHL 41 (Distribution of Assets; Book debts; Debentures; Fixed charges; Floating charges; Liquidation; Preferential creditors; Proof of debt; Security)|Johnson v Beighton [2019] EWHC 895 (Ch) (Investigating and suppressing misconduct; Directors' powers and duties; Contingent liabilities; Directors' liabilities; Knowledge; Liquidation; Wrongful trading)|Singer v Beckett [2001] BPIR 733 (Damages; Directors; Directors' liabilities; Directors' powers and duties; Liquidation; Wrongful trading; iNVESTIGATING AND SUPPRESSING MISCONDUCT)|Morris v Bank of India [2004] EWHC 528 (Ch) (Investigating and Suppressing Misconduct; Directors' duties and powers; Vicarious liability; Parent company; Tortious liability)	Here is a useful form from Companies House: Companies House Form LIQ02|Here is a useful form from Companies House: Companies House Form MT03|Here is a useful form from Companies House: Companies House Form 600CH	"[[""Does the lawyer mention the key liquidation options available to the company (i.e. members\u2019 voluntary liquidation and creditors\u2019 voluntary liquidation)?"", ""Does the lawyer mention the key bankruptcy options (e.g. bankruptcy, IVA, restructuring plan) available to the company director?"", ""Does the lawyer refer to the relevant sections of the law (Insolvency Act 1986 and Companies Act 2006) to describe the liquidation and restructuring options available to the company?"", ""Does the lawyer mention the potential civil liability of the previous accountants for failing to act according to a professional standard?"", ""Does the lawyer mention that directors owe fiduciary duties to the company (ss.171-177 CA 2006)? Does the lawyer outline the directors\u2019 duties when the company is insolvent?"", ""Does the lawyer outline the personal and professional consequences following a potential disqualification of the company director?"", ""Does the lawyer refers to the consequences associated with misfeasance (s.212 IA 1986), fraudulent (s.213 IA 1986) and wrongful trading (s.214 IA 1986)?"", ""Does the lawyer warn that some transactions made soon before insolvency could be challenged as being unlawful (ss.238-239, 244-245, 423 IA 1986)?"", ""Does the lawyer refer to relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 2, 2, 3, 2, 2, 3, 2, 3, 3]]"	17.0	[0, 2, 1.0, 3, 2, 2, 1.5, 1.0, 3, 1.5]	25	"No, the lawyer does not mention the key liquidation options available to the company including members’ voluntary liquidation and creditors’ voluntary liquidation. The response focuses more on the possible implications due to overdrawn director's loan or 'illegal dividends', director's responsibilities, potential repercussions, and dealing with personal debt.|Yes, the lawyer does mention some bankruptcy options available to the company director. These include bankruptcy itself, a Debt Relief Order, an Individual Voluntary Arrangement, and informal arrangements. While the lawyer does not explicitly mention the term ""restructuring plan,"" the mention of Individual Voluntary Arrangements (IVA) and informal arrangements could potentially encompass various forms of restructuring plans, which aim to reorganize a debtor's obligations to make them more manageable.|No, the lawyer does not specifically refer to any sections of the Insolvency Act 1986 or the Companies Act 2006 to describe the liquidation and restructuring options available to the company. They do reference section 172 of the Companies Act 2006 while talking about directors' duties, and they have also mentioned the Company Directors Disqualification Act 1986 regarding directors' misconduct. However, there are no explicit references to particular sections of these laws outlining the options for company liquidation or restructuring. For advice on that matter, the lawyer recommends contacting an Insolvency Practitioner or a solicitor specializing in insolvency.|Yes, the lawyer does mention that potential. If the dividends were declared based on inaccurate accounts provided by the company's accountants, it might be possible to take action against the accountants. However, immediate legal advice should be sought on this matter.|Yes, the lawyer outlines a director's duties by mentioning section 172 of the Companies Act 2006 which states directors must act in a way they consider, in good faith, would likely promote the success of the company. This part of the response implies fiduciary duty, though the term is not explicitly mentioned. In addition, the lawyer also implies the director's duties when the company is insolvent, as they advise the director must take every step to minimize potential loss to the company's creditors if they have realized there's no reasonable prospect of avoiding insolvency.|Yes, the lawyer does outline the potential consequences following a director's disqualification. The lawyer explains that the director might be personally liable for paying back the debt owed to the company, depending on how the dividends were declared and the company's solvency at that time. On a professional level, the director might face disqualification according to the Company Directors Disqualification Act 1986 due to their misconduct, especially in insolvency situations. If bankruptcy becomes inevitable, the director might lose their assets and damage to credit ratings can ensue, impacting future borrowing capabilities. However, the lawyer also emphasizes that a disqualification is not automatic and does not necessarily follow personal bankruptcy; it instead depends upon the director's conduct.|While the lawyer does touch upon the ideas of fraudulent and wrongful trading in a broader sense, he does not specifically mention or refer to those sections of the Insolvency Act 1986 in his response. He mentions misconduct in insolvency situations and the concept of directors' disqualification which broadly aligns with the penalties under the sections you referred to. However, for a full understanding of misfeasance (s.212 IA 1986), fraudulent (s.213 IA 1986) and wrongful trading (s.214 IA 1986), it's still advisable to seek specialized legal advice.|No, in the passage provided, the lawyer does not specifically mention sections 238-239, 244-245, 423 IA 1986, nor does he explicitly warn that transactions made close to the time of insolvency could be challenged as unlawful. The advice mainly covers the potential personal responsibility for 'illegal dividends,' the duties of directors under the Companies Act 2006, and ways to deal with personal debt. He does note the importance of acting in a way that would likely promote the success of the company and minimizes potential loss to creditors as part of the directors' duties, which indirectly relates to unlawful transactions. However, he does not directly reference that fact.|Yes, the lawyer refers to the case BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch). This case law looked at whether dividends can be deemed as a transaction at undervalue or an unlawful distribution.|As an AI language model, I can confirm that the general legal direction provided in this response is correct based on the context of UK law. However, it's important to reiterate that individual circumstances can greatly affect the legal outcomes, and that direct consultation with an insolvency practitioner or a solicitor is a necessary step for advice tailored to the specific case. This text should not substitute for professional legal advice.|"
Q11	I know TUPE applies when a business changes hands. I seem to remember reading TUPE also applies if an unrelated business takes over the premises of another business in the same sector and trades from the same location - is that correct? Example in our town. Butchers gone in to administration, staff left in limbo, talk that a new butcher will be opening in the same premises soon. Would TUPE apply in those circumstances?	Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) indeed protects employees' terms and conditions when a business or part of it is transferred to a new employer. However, its applicability in the scenario you've described is a complex issue that could depend on various factors. TUPE can apply if a business or part of it is sold, outsourced, or if there is a change of service provider. Here, the new employer essentially steps into the shoes of the old employer in relation to the employees' contracts of employment. In general terms, for there to be a transfer under TUPE, there must be an economic entity which retains its identity following the transfer. Laying out a scenario exactly as you've described - if a butcher's shop goes into administration, the employees are released and then a new butcher's shop opens in the same location, it may not automatically mean that TUPE applies. One would have to consider whether there was a transfer of an economic entity that maintained its identity. Factors that are taken into consideration when determining whether TUPE applies might include the type of business, whether tangible assets like buildings or movable property are transferred, the value of intangible assets at the time of transfer, whether the majority of employees are taken over by the new employer, whether customers are transferred and the degree of similarity between activities carried on before and after the transfer. The application of TUPE is a complex area and can often depend on the specific facts of each case, so if this is a live issue, it would be advisable for those involved to seek professional legal advice.	29.11939525604248	1	Companies Act 2006 section 1204 (Business names)|Companies Act 2006 section 853C (Annual confirmation of accuracy of information on register)|Companies Act 2006 section 247 (A company's directors)	SSSL Realisations (2002) Ltd (in liq.), Re [2006] EWCA Civ 7 (Creditors; Deeds; Distribution of assets; Equitable charges; Indemnities; Set-off; Subordination)|Metro Nominees (Wandsworth) (No 1) Ltd v Rayment [2008] B.C.C. 40 (Administration; Breach of covenant; Business tenancies; Forfeiture; Permission)|Charnley Davies Ltd (No 2), Re [1990] B.C.C. 605 (Administration; Duty of care; Sale of business; Unfairly prejudicial conduct)	Here is a useful form from Companies House: Companies House Form MR02|Here is a useful form from Companies House: Companies House Form PSC04|Here is a useful form from Companies House: Companies House Form PSC07		0.0		0	
Q12	Hi there, I wonder if anybody else has been through this and can shed some light on it, So we've been trying to save our business and we've come to terms to realise with world events we cannot continue the company is effectively dead as we sold a luxury not a need. However HSBC have been very supportive and we told them we cannot pay and they said they do a long term no affordability. Send a few letters tick a few boxes they have said in a nutshell. The bounce back loan at the moment is on a payment holiday. So costing us very little a month. I have to give credit to HSBC and their support and advice. But it's the question of how the company is closed. However when do we strike the company off normally my main question? We have no money to liquidate and it and HSBC said they wouldn't liquidate it either for a 12k bounce back loan. We had our total bounce back loan on designing a new product for our company and buying stock for it. Not ever used for personal consumption. Will the company be left in limbo and then companies house eventually strike off, we owe nobody else apart from bounce back loan and I've put my own money into company to try and save it but we have to come to the terms that the world events cost of living have killed our business. It's a real heart breaking situation having owned this company since 2012: but the world has changed. I feel allot of hurt personally. Thanks everybody. Has anybody else been through the process?	I'm sorry to hear about the difficulties you are experiencing. That's a tough situation to be in. Given that you owe no debts except for the bounce back loan and the company's capital has been used solely for business purposes, striking off can be an option. Before taking any steps though, be aware of the Insolvency Act 1986 and the Company Directors Disqualification Act 1986, as well as the Companies Act 2006, which govern the process of striking off and possible liabilities as a director. Striking off, as opposed to formal liquidation, is a much simpler and cheaper process, where you apply to Companies House to have your company removed from the register. If all the appropriate steps are taken and there is no objection, the company will usually be struck off around two months after the application is made. A key point to remember here is that striking off does not absolve the company's debts - the creditors can still pursue the directors personally if they wish, which is where the Company Directors Disqualification Act 1986 is relevant. Mistakes in the striking off process can also lead to a director being disqualified. However, a struck off company that owes a government bounce back loan will extinguish the loan, and it can't be pursued against the directors personally as long as there's been no fraud or misconduct based on cases like BTI 2014 LLC v Sequana SA [2022] UKSC 25. A notice of your intention to strike off the company must be sent to interested parties, including creditors, employees, and directors, among others, as per the Companies Act 2006. The form to do this is Companies House form DS01. Remember that these steps should ideally be taken under the guidance of a legal adviser or an insolvency practitioner to ensure all obligations are met, personal liability is avoided, and everything is done correctly. This is a difficult period, and it's important to seek further advice tailored to your specific circumstances.	29.07178997993469	1	Insolvency Act 1986 section A18 (Moratorium)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 251G (Debt relief orders)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|McTear v Eade [2019] EWHC 1673 (Ch) (Breach of fiduciary duty; Directors' duties and powers; Limited liability partnerships; Liquidation; Misfeasance)|Lo-Line Electric Motors Ltd, Re [1988] Ch. 477 (Investigating and Suppressing Misconduct; Directors; Disqualification; Misconduct)|Pathania v Tashie-Lewis [2021] EWHC 526 (Ch) (Investigating and suppressing misconduct; Directors' duties and powers; Transactions at an undervalue)|Re Pure Zanzibar Ltd [2022] EWHC 971 (Ch) (Creditors' voluntary winding-up; Directors disqualification; Disqualification periods; Mitigation; Wrongful trading)|Official Receiver v Arron [2021] EWHC 1587 (Ch) (Investigating and suppressing misconduct; Directors disqualification; Directors' powers and duties;)|BTI 2014 LLC v Sequana SA [2022] UKSC 25 (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Johnson v Beighton [2019] EWHC 895 (Ch) (Investigating and suppressing misconduct; Directors' powers and duties; Contingent liabilities; Directors' liabilities; Knowledge; Liquidation; Wrongful trading)|Singer v Beckett [2001] BPIR 733 (Damages; Directors; Directors' liabilities; Directors' powers and duties; Liquidation; Wrongful trading; iNVESTIGATING AND SUPPRESSING MISCONDUCT)|Morris v Bank of India [2004] EWHC 528 (Ch) (Investigating and Suppressing Misconduct; Directors' duties and powers; Vicarious liability; Parent company; Tortious liability)	Here is a useful form from Companies House: Companies House Form LIQ02|Here is a useful form from Companies House: Companies House Form RT01|Here is a useful form from Companies House: Companies House Form MT03	"[[""Does the lawyer identify the different forms of liquidation, and the circumstances in which a company can be liquidated? "", ""Does the lawyer refer to s. 122 IA 1986? "", ""Does the lawyer outline in which circumstances a company can be declared insolvent? "", ""Does the lawyer refer to the relevant statutes (ss. 123-124 IA 1986) to determine if a company is insolvent?"", ""Does the lawyer say to pay creditors in order according to the ranking in insolvency? "", ""Does the lawyer mention that directors owe fiduciary duties to the company (ss.171-177 CA 2006)? Does the lawyer outline the directors\u2019 duties when the company is insolvent?"", ""Does the lawyer outline the personal and professional consequences following a potential disqualification of the company director?"", ""Does the lawyer mention that formalities need to be fulfilled before the company can be struck off the Companies House registry?"", ""Does the lawyer refer to any relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 2, 3, 2, 3, 2, 2, 2, 3, 3]]"	8.5	[0, 1.0, 0, 0, 0, 0, 1.0, 2, 3, 1.5]	25	"No, the lawyer in this statement does not identify the different forms of liquidation nor the specific circumstances under which a company can be liquidated. The lawyer mainly focuses on the process and implications of striking off a company from the register. Liquidation-related details, types, and conditions are not explicitly addressed in this response.|The lawyer does not specifically refer to section 122 of the Insolvency Act (IA) 1986 in this response. However, they mention the Insolvency Act 1986 as a whole as a relevant piece of legislation to be aware of in this situation. There could be nuances or sections within that act that could apply directly to the situation, but they are not specifically mentioned in this response.|No, the lawyer does not outline the specific circumstances in which a company can be declared insolvent. The lawyer does mention the Insolvency Act of 1986, and recommends that the client be familiar with it when considering striking off a company, but does not go into details or list out the conditions that would lead to a company being declared insolvent.|No, the lawyer does not specifically refer to ss. 123-124 of the Insolvency Act 1986 in their response. These particular sections define conditions under which a company may be considered insolvent. The lawyer mentions the Insolvency Act 1986 in general terms but does not delve into specific sections or discuss the criteria for insolvency. It would be advisable to consult with a legal professional in order to fully comprehend the implications of this and other specific sections of the act in relation to the present situation.|No, the lawyer does not mention paying creditors in order according to the ranking in insolvency. The lawyer instead talks about the process of striking off a company, which includes informing relevant parties such as creditors, but does not discuss a specific order of payment in a case of insolvency.|No, the lawyer does not mention that directors owe fiduciary duties to the company according to sections 171-177 of the Companies Act 2006. The lawyer also does not specifically outline the duties of directors when a company is insolvent. Although the lawyer discusses certain liabilities under the Insolvency Act 1986 and the Company Directors Disqualification Act 1986, the specific duties of directors during insolvency are not mentioned.|The lawyer doesn't specifically outline the personal and professional consequences following a potential disqualification of a company director. However, they do mention that a company's creditors can still pursue the directors personally for the company's debts if they wish, if the company is struck off. Additionally, they note that mistakes in the striking off process can lead to a director being disqualified. A disqualification would generally mean that person cannot be involved in the formation, marketing, or running of a company for a period of 1 to 15 years, amongst other restrictions. This can have broad and serious implications for a person's professional life and financial situation. However, the lawyer suggests seeking specific advice on these matters.|Yes, the lawyer mentions that before a company can be struck off the Companies House registry, certain steps must be taken and appropriately followed. This includes sending a notice of the decision to all interested parties such as creditors, employees, and directors among others via the Companies House form DS01. These steps should ideally be taken under the guidance of a legal adviser or an insolvency practitioner.|Yes, the lawyer refers to the case ""BTI 2014 LLC v Sequana SA [2022] UKSC 25."" This case is relevant as it deals with the obligations and responsibilities of company directors when a company is struck off and how it relates to company debts.|As an AI, I can't provide an opinion, but I can confirm that the lawyer's response seems in line with generally accepted legal principles and procedures in regard to UK company law. However, it's important to note that everyone's situation is different and all legal advice should be tailored to specific circumstances. It is always crucial to consult a professional legal advisor or solicitor for professional advice pertaining to the specific situation. Criminal or civil liabilities can arise from wrong legal decisions, including those related to company dissolution, liquidation, and insolvency.|"
Q13	Sorry, bit of an essay, I am looking for some advice on a partnership matter. I am in a general partnership with one other; running a small retail shop. I manage nearly all the admin, finances etc, we both work in the shop and have one employee. We have managed to pay ourselves monthly drawings from profits for our time since we opened a few years ago, with a small additional profit on top most years. Drawings are related to hours worked and I get extra for admin time, though this generally doesn't accout for all the time I spend. I recently completed our tax return and became suspicious of our bank balance - we had a healthy buffer following the covid grants but this has gradually been eroded, and I have expressed concern to them several times, assuming that we were struggling and suggesting we might not be able to pay ourselves at the usual rate. We have a system whereby both partners are responsible for banking cash - we record amounts taken and are meant to record when they are paid in. My partner is very slack with record keeping and rarely fills in the paying in records or passes on paying in slips, and often needs prompting to pay in cash at end of month. I finally managed to check back through records we have both filled in for cash taken and payments received to bank - I know I should have done it sooner - and there is almost a £3000 shortfall in what they have recorded as taken and what they have paid in over last two years. When challenged they sent a letter apologising profusely saying they had got behind with paying in and record keeping, needed to borrow some cash, lost track of how much and basically panicked and buried head in sand and always intended to pay it back, but the reality is the money has been steadily taken over a two year period - generally something is paid in but has been short of what was actually taken from the till. They said they always intended to pay it back, but could never work it out and just ignored it, in hope that at some point they would be able to deal with it, and could never find the right time to tell me. I feel I am being taken for a mug. Alongside this they have proved to be pretty erratic in general - poor communication, record keeping and making silly errors (though some now seen more suspicious) which have cost us money. I end up spending a lot of time trying to track down errors or clear up the mess their errors cause, which has been quite stressful. They have quite a turbulent personal life which exacerbates errors and often precludes discussions about finances and procedures. My discovery of the shortfall comes at a time of personal crisis for my business partner which I have every sympathy for, but I am hurt and angry that they basically took cash from the business and let me stress about our finances without telling me that they had “borrowed” the cash. I have decided I no longer trust them and no longer want to be in the partnership - but am getting severe emotional blackmail from them regarding their personal situation and their involvement in the business. My questions are really about the technicalities of how to end it - we have a fairly thorough partnership agreement of which several terms with regard to paying in, handling cash and record keeping have been broken, so it would seems I have grounds to expel them, but as a two partner partnership, presumably this would result in instant dissolution too? The partnership deeds also have clauses relating to setting up similar businesses and lack of entitlement to goodwill following expulsion. Ideally my intention is to continue the business alone, but I am just looking for advice on potential pitfalls in the process of expulsion and dissolution that might arise, or potential problems regarding me taking on the business alone. I am anticipting working out balances owed either way and potentially may even have to buy them out of the assets, but am unclear about how the “goodwill” side of things works and if they have any claim to the name/intellectual property etc. And also am looking for reassurance.	I'm sorry to hear about the challenges you're facing in your partnership. As a corporate insolvency lawyer, I do recommend you consult with a legal professional in your jurisdiction for advice tailored to your specific scenario. However, let's try to navigate through the broad points based on your description. 1. Dissolution of Partnership: A partnership is dissolved when any partner ceases to be a part of it. If you expel your partner, this would mean dissolving the current partnership. However, it doesn’t mean the end of the business. You could continue operating the business as a sole trader or form a new partnership with someone else or even establish a limited company. 2. Goodwill: The partner leaving the partnership usually has no claim on the 'goodwill' of the business, unless your partnership agreement states otherwise. Goodwill usually applies when a business is bought out. 3. Misappropriation of Funds: This is a serious matter; under the partnership agreement, duties of good faith are fundamental. You might consider reporting this to the relevant authorities after taking advice in context of your specific situation. 4. Intellectual Property: Unless stated otherwise in your agreement, the partnership owns the assets, including intellectual property. If your partner leaves they should not be able to use the name or branding of the existing business. 5. Name and Business Continuity: As your partner leaves, you may need to update the business name (if it included your partner's name) and let your customers, suppliers and other parties know that your partner is no longer affiliated with the business. 6. Debt and Liability: With a general partnership, both partners are jointly and severally liable for debts and obligations. If your partner leaves, they still have an obligation towards the debts incurred whilst they were a partner. 7. Final Settlement: A final accounting would need to be done to ascertain what the outgoing partner is owed in terms of their sharing of the partnership assets. This would include the misappropriated funds being accounted for. It's crucial you seek a professional legal counsel to advise you on the precise steps you need to take, in accordance with laws and regulations specific to your jurisdiction. This information is only broad guidance and not a specific legal advice.	36.49125814437866	1	Companies Act 2006 section 251 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Lancefield v Lancefield [2002] 4 WLUK 467 (Jurisdiction; Partnerships; Winding-up orders)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch) (Directors' powers and duties; Breach of fiduciary duty; Good faith; Fiduciary duty)|Spectrum Plus Ltd, Re [2005] UKHL 41 (Distribution of Assets; Book debts; Debentures; Fixed charges; Floating charges; Liquidation; Preferential creditors; Proof of debt; Security)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Here is a useful form from Companies House: Companies House Form LIQ04|Here is a useful form from Companies House: Companies House Form AM23|Here is a useful form from Companies House: Companies House Form REC2	"[[""Does the lawyer encourage the petitioner to look at the partnership agreement? "", ""Does the lawyer mention that directors owe fiduciary duties to the partnership (ss.171-177 CA 2006)? "", ""Does the lawyer outline the consequences for directors in case of misfeasance (s.212 IA 1986), fraudulent (s.213 IA 1986) and wrongful trading (s. 214 IA 1986)?"", ""Does the lawyer refer to the rules regulating transactions defrauding creditors (s.423 IA 1986)?"", ""Does the lawyer outline the personal and professional consequences following a potential disqualification of the director?"", ""Does the lawyer mention that formalities need to be fulfilled before the partnership can be struck off the Companies House registry?"", ""Does the lawyer refer to any relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 3, 3, 3, 2, 2, 3, 3]]"	5.5	[3, 0, 0, 0, 1.0, 0, 0, 1.5]	22	Yes, the lawyer advises the petitioner to refer to their partnership agreement multiple times, particularly in sections discussing goodwill, misappropriation of funds and intellectual property.|No, the lawyer does not specifically mention or refer to directors owing fiduciary duties to the partnership per sections 171-177 of the Companies Act 2006. The lawyer does mention that duties of good faith are fundamental under the partnership agreement, which can be seen as a form of fiduciary responsibility, but the terms of the Companies Act 2006 are not explicitly referenced.|No, the lawyer does not outline the consequences for directors in case of misfeasance (s.212 IA 1986), fraudulent (s.213 IA 1986) and wrongful trading (s. 214 IA 1986). These specifics are part of the Insolvency Act 1986, a statute in the United Kingdom, which is context-specific legislation that may not apply directly to general partnership disputes. But keep in mind these are serious accusations that would mandate advice of legal counsel to fully understand the implications according to the jurisdiction one is operating in.|No, the lawyer does not specifically refer to the rules regulating transactions defrauding creditors under s.423 of the UK's Insolvency Act 1986 in their response above. They do touch upon the issues related to dissolving a partnership, goodwill, misappropriation of funds, intellectual property, business continuity, debt and liabilities, and final settlements, but they do not mention or discuss the specific legal provision of s.423 IA 1986. This might be because this statute refers to a situation where a business intentionally enters into transactions with the purpose to defraud their creditors, which may not be relevant to the specific situation described in the question. As always, it's important to seek professional legal counsel for advice tailored to a particular scenario.|No, the lawyer does not specifically outline the personal and professional consequences following a potential disqualification of a director in this response. The lawyer mainly focuses on topics related to the dissolution of a partnership, misappropriation of funds, and the potential effects on business continuity and debts/liability. However, the lawyer does recommend seeking professional legal counsel for a more precise understanding of the legal implications involved.|No, the lawyer does not mention that formalities need to be fulfilled before the partnership can be struck off the Companies House registry.|No, the lawyer does not refer to any specific case law in this response. They provide general guidance on the principles of dissolving a partnership, but advise that it's crucial to seek professional legal counsel for advice tailored to the person's specific circumstances.|As an AI model developed by OpenAI, I don't have personal opinions or experiences. But I can tell you that the advice provided by the lawyer seems comprehensive and well-thought-out. It covers several important aspects of dissolving a business partnership, such as the impact on business continuity, matters related to intellectual property, and the handling of debts and liabilities. However, specific legal advice should always be sought from a legal professional in your jurisdiction, as the response recommends. Different jurisdictions may have different laws and regulations regarding these matters.|
Q14	I'm in the process of winding up my limited business (only me and wife are directors with no employees). For my customers I officially stopped on 24th December but moved out of my premises on 18th Jan. My landlord was OK about me not being able to pay the rent and we agreed I'd get out pretty quick. I have no debt (like official bank loans or BBL except directors loans - amounting to a couple of thousand) apart from my latest direct debits for energy, water and broadband. Energy is probably the biggest as I paid every quarter - that falls this month. I have £600 left in the business account - who do I prioritise and what will happen when they chase me for any remainder?	Given the complexity of your situation, I'd like to firstly stress that you should seek legal advice from a solvency practitioner or an experienced solicitor because the solution will depend on the finer details of your situation. However, assuming that your business is based in England, I can provide some general guidance. First, you should try to formally wind down your company, which involves various legal processes. One of the options is voluntary liquidation: You could proceed with a Members’ Voluntary Liquidation (MVL) if your company is solvent (i.e., it can pay its bills). However, as you have indicated that there are debts that your company can’t pay, a more appropriate option might be a Creditors’ Voluntary Liquidation (CVL). Before initiating either, you must hold a board meeting to agree to wind up the company and declare that you've examined the company's affairs and believe the company will be able to pay its debts. You should record this decision in meeting minutes. To start a CVL, there are also additional steps, including a vote of at least 75% in favour from your creditors. You must also inform Companies House within a week of the resolution to wind-up by sending form LIQ06. When you start liquidation, the liquidator takes control of the company. They dispose of assets, collect money owed, and distribute funds to pay creditors and company members. Debts are usually paid in this order: 1. Secured creditors with a fixed charge 2. Liquidator's fees and expenses 3. Preferential creditors (this includes employee wages if you had any) 4. Creditors with a floating charge 5. Unsecured creditors 6. Shareholders The £600 left in your business account will be part of this and be used to pay towards settling these. Once the liquidation process is complete, the company will be shut down and thereafter it doesn't exist. The Insolvency Act 1986 contains provisions limiting the extent of directors' liability. You should note that the liquidator also investigates the affairs of the company and the conduct of its directors. If they find evidence of wrongful or fraudulent trading or that you've breached your duties as a director, you could be held personally accountable for some or all of the company's debts. Finally, remember that this is only a guide. This is a complex process with legal obligations. You should find an experienced insolvency practitioner to assist you through the process. As for your direct debits, you can cancel them with your bank but please inform the respective companies in advance. Regarding any leases or contracts including your rental agreement, revise them to ensure you are aware what the terms of early termination are. While exiting a business can be a difficult process, it's important to navigate it properly as dissolving a company correctly can protect you from future liabilities and unwanted legal challenges.	45.826234579086304	1	Companies Act 2006 section 251 (A company's directors)|Companies Act 2006 section 154 (A company's directors)|Insolvency Act 1986 section 124 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 123 (Winding Up of Companies Registered under the Companies Acts)|Insolvency Act 1986 section 122 (Winding Up of Companies Registered under the Companies Acts)	Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services [2011] UKSC 38 (Anti-deprivation principle; Good faith; Priorities; Order of distribution; Security)|Salomon v Salomon & Co. [1897] AC 22 (Limited liability; Piercing the corproate veil; Notion of company)|Prest v Petrodel Resources Ltd [2013] UKSC 34 (Piercing the corporate veil; Limited liability)|Marches Credit Union Ltd, Re [2013] EWHC 1731 (Ch) (Liquidation; Locus standi; Petitions; Union)|MacDonald Dickens & Macklin v Costello [2011] EWCA Civ 930 (Piercing the corporate veil; Breach of contract; Privity of contract; Unjust enrichment)|Gilford Motor Co. Ltd v Horne [1933] Ch. 935 (Piercing the corporate veil; Directors; )|Adams v Cape Industries Plc (1990) BCLC 479 (Foreign jurisdiction; Duty of care; Parent companies; Subsidiary companies; Tortious liability)|Gencor ACP Ltd v Dalby [2000] 7 WLUK 805 (Commission; Directors; Fiduciary duty; Profits)|Lehman Brothers Int’l (Europe) (in admin.) Re [2014] EWHC 704 (Ch) (Administration; Contributories; Foreign currency transactions; Liquidation; Set-off; Subordination agreements)|FG Films Ltd, In Re [1953] 1 All ER 615 (Notion of company; Piercing the corporate veil)|Kaytech Int’l Plc, Re [1999] B.C.C. 390 (Investigating and Suppressing Misconduct; Disqualification; Directors)|Re City Build (London) Ltd (in liq.) [2022] EWHC 364 (Ch) (Breach of fiduciary duty; De facto directors; Directors' powers and duties; Shadow directors; Transactions at an undervalue)|DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 3 All ER 462 (Corporate personality; single economic unit; parent company; holdings)	Here is a useful form from Companies House: Companies House Form DS01|Here is a useful form from Companies House: Companies House Form LIQ06|Here is a useful form from Companies House: Companies House Form LIQ04	"[[""Does the lawyer identify the different forms of liquidation, and the circumstances in which a company can be liquidated? "", ""Does the lawyer refer to s. 122 IA 1986? "", ""Does the lawyer identify the powers the courts have when hearing an insolvency petition? "", ""Does the lawyer refer to ss.125-128 IA 1986?"", ""Does the lawyer outline in which circumstances a company can be declared insolvent? "", ""Does the lawyer refer to the relevant statutes (ss. 123-124 IA 1986) to determine if a company is insolvent?"", ""Does the lawyer say to pay creditors in order according to the ranking in insolvency? "", ""Does the lawyer say to pay secured creditors before unsecured creditors?"", ""Does the lawyer refer to any relevant case law?"", ""Does the lawyer provide the correct advice?""], [3, 2, 3, 2, 3, 2, 3, 2, 3, 3]]"	11.0	[3, 0, 0, 0, 1.5, 0, 3, 2, 0, 1.5]	26	Yes, the lawyer does identify different forms of liquidation. They mention a Members’ Voluntary Liquidation (MVL), which is appropriate for a company that is solvent, and able to pay its bills. Conversely, a Creditors’ Voluntary Liquidation (CVL) is identified as the more suitable option for a company that cannot pay its debts. The lawyer does not only mention these forms of liquidation but also provides brief information on the processes entailed for both. They further provide the order in which debts are paid during the liquidation process.|No, the lawyer does not specifically reference section 122 of the Insolvency Act 1986 in their response. They simply make a general reference to the Insolvency Act 1986 and its provisions limiting directors' liability.|No, in this response, the lawyer does not identify or discuss the powers the courts have when hearing an insolvency petition.|No, the lawyer does not directly refer to sections 125-128 of the Insolvency Act 1986 in this response. They generally discuss the insolvency process, voluntary liquidation procedures, and potential director liabilities, but they do not mention any specific sections of the Insolvency Act.|No, the lawyer does not specifically outline in which circumstances a company can be declared insolvent in his response. However, he does mention that if a company has debts that it can't pay, a Creditors’ Voluntary Liquidation (CVL) may be an appropriate option for winding up the company.|No, the lawyer does not explicitly refer to sections 123-124 of the Insolvency Act 1986 (IA 1986) to determine if a company is insolvent in this response. They only make a general reference to the Insolvency Act 1986 regarding provisions limiting the extent of directors' liability. They advise the person seeking advice that their company may go through a Creditors’ Voluntary Liquidation (CVL) if it can't pay its debts. It's important to note that it will be under these sections (123-124) that a company will be adjudged as unable to pay its debt.|Yes, the lawyer does specify a particular order in which creditors are usually paid during the liquidation process. The order mentioned is: 1. Secured creditors with a fixed charge, 2. Liquidator's fees and expenses, 3. Preferential creditors (which includes employee wages if applicable), 4. Creditors with a floating charge, 5. Unsecured creditors, and finally 6. Shareholders.|Yes, the lawyer states that during the liquidation process, debts are usually paid in a specific order. Secured creditors with a fixed charge are paid first, while unsecured creditors are paid later, after several other parties such as the liquidator's fees and expenses, preferential creditors, and creditors with a floating charge.|No, the lawyer does not refer to any specific case law in the response. The lawyer provides general information and advice based on basic legal principles and procedures, specifically referencing the processes associated with Members’ Voluntary Liquidation (MVL) and Creditors’ Voluntary Liquidation (CVL), but does not cite or reference any specific legal cases.|As an AI, I don't have opinions, but I can tell you that the lawyer's response appears to be aligned with the general understanding of businesses' liquidation laws in England and Wales. He gives detailed procedures for handling debts, liquidation, and legal responsibilities, and provides a clear warning about potential personal liabilities for the director if wrongful or fraudulent trading is discovered. However, you should always consult with a professional advisor for any legal or financial concerns as circumstances can vary.|
TOTAL									107.5		298