Phoenix company

The term ‘phoenix company’ refers to a new company that has been specifically created for the purpose of continuing the business of an insolvent company which ceases to exist. The sale or transfer of the business and assets of the insolvent company often occurs through the use of a pre-pack administration, or a pre-pack liquidation. In order for this to go ahead, assets from a previous enterprise that was no longer viable will be purchased at market value by the directors of the new company. It will often have the same board of directors as its predecessor and may even be permitted to use a similar trading name, provided that strict guidelines are adhered to.

A phoenix company is able to pick up right where its predecessor left off, provided it has purchased the assets at market value. It will, however, be free from the debt that forced the old company into insolvency. The money realised through selling the assets will be used to make repayments to creditors after deductions for the costs and expenses of the insolvency process, and any remaining debt will be legally written off, giving the company a fresh start.

It is perfectly legal to set up a phoenix company, as long as the assets are acquired at market value following a formal insolvency process such as a pre-pack administration or liquidation. This ensures that all regulations are complied with and all creditors are dealt with appropriately.

The advantages of a phoenix company

Where their use is permitted, phoenix companies have several advantages over other processes.

  • A phoenix company can help preserve the jobs of employees. This will not only protect their livelihoods but also reduce redundancy pay-outs and may increase the amount of money available for distribution to creditors.
  • The phoenix company will be able to continue trading free from its historic debt using the assets of its predecessor, provided they have been bought at market value. It may even be able to continue using the same premises if the landlord agrees.
  • The phoenix company may be able to continue to do business with many of its old suppliers and customers.
  • In certain circumstances, the company may be able to continue trading using a similar name to its predecessor. This preserves the brand’s goodwill and previous marketing efforts.

Can a phoenix company re-use a trading name?

It is possible in some instances for a phoenix company to use a similar or near-identical name to its predecessor, however, several regulations apply. Failure to adhere to these regulations can result in fines, loss of limited liability and even imprisonment, so advice should be sought from a reputable solicitor before any decisions are made.

In summary

A phoenix company is a business which is reborn in the ashes of its predecessor. The process is known as a pre-pack administration or liquidation and it enables a new business to be created, with the historic debt of the previous company written off. A former director is generally restricted from using the same or a similar name unless a statutory exception applies or the court gives permission, and all assets that are transferred must be sold at market value.

How we can help

The procedure of creating a phoenix company is a complicated process that should only be dealt with under the supervision and guidance of a licensed insolvency practitioner. We have years of experience dealing with phoenix companies, pre-pack administrations or pre-pack liquidations, so if you think one of these options might be appropriate for your business, get in touch for a free, confidential chat today.

Case Studies

Authored by Kelly Burton

Rooster Punk Ltd

Kelly Burton • Media & Entertainment • Pre-Pack Administration

Advisors from Wilson Field have rescued a London headquartered advertising agency after it was bought out of administration by the existing management team.

Rooster Punk Ltd was established in 2012 and specialised in providing creative content for technology and financial services brands to better interact with clients and customers.

The company, which traded from head offices at Queen Victoria Street in London with a second office in Clifton Down Road in Bristol, called in administrators from Sheffield-headquartered Wilson Field for formal insolvency advice.

The company had experienced significant growth since being set up and posted profits each year up to and including October 2016.

However loss of funds due to a bad debt combined with the termination of customer contracts and rising business overheads had created cash flow problems.

Kelly Burton (pictured) and Lisa Hogg from Wilson Field were appointed as joint administrators on December 6 and concluded a pre-packaged sale of the business and assets to Rooster Punk Group Limited led by the same management team of Rooster Punk Ltd.

All remaining nine staff at the time of the sale were saved and transferred to the new company under TUPE.

Kelly Burton, director and licensed insolvency practitioner at Wilson Field said:

“Wilson Field considered the company’s precarious financial situation, which was borne as a result of a number of factors including the Samsung contract under billing, loss of funds due to a bad debt from a start-up, termination of customer contracts and rising business overheads.

“Despite attempts to cut back overheads, including reducing staff numbers from a peak of 24 down to 10, the directors recognised the company’s precarious position and sought formal insolvency advice from Wilson Field, and advice on alternative options available.

“The pre-packaged sale has mitigated employee termination claims in the nature of wage arrears, accrued holiday pay, redundancy and pay-in-lieu of notice totalling £33,680.

“It has preserved the value in the company’s intangible assets, namely its goodwill and work in progress and maximised the value of the company’s trade debtors due to the continuity of service to the company’s customers by the successor business.”

Valuations were handled by Robert McArdle of David Currie & Co with legal services and advice from solicitors Irwin Mitchell LLP.

Authored by Kelly Burton

Karmik Limited

Kelly Burton • Manufacturing • Pre-Pack Administration

A well-known Bradford designer and manufacturer of bespoke kitchens for commercial and residential customers have been bought out of administration saving all 36 jobs.

Karmik Limited, trading as Designer Factory Kitchens, has been acquired by Karmik UK and will be operated by the existing management team.

Joint administrators Kelly Burton and Lisa Hogg of insolvency and business turnaround specialist Wilson Field were appointed to Karmik on 13 March.

The company, which was incorporated in 2013, had suffered two bad debts in 2016 totaling almost £100k causing severe cash flow problems and HMRC arrears.

The total value of the pre-pack deal is undisclosed but it includes the business and the assets of the company based at Fairfax House in Drighlington.

Kelly Burton - Director & Licensed Insolvency Practitioner

Kelly Burton, director and insolvency practitioner at Wilson Field in Leeds, said:

“DFK celebrated its 25th anniversary recently but as a result of suffering two significant bad debts found itself facing a cash flow crisis.

“After attempting without success to raise further finance, the directors sought advice and as a result of taking prompt action we have been able to save the DFK brand and all 36 employees’ jobs. As the jobs were transferred to Karmik UK, this alone saved over £44,000 in redundancy and wages claims.”

Managing director Mike Baziw commented:

“It is very frustrating when events which are outside of your control threaten the very existence of your business and the jobs of a loyal workforce.

“Working with our advisors and staff, the future of DFK now looks very positive and we are in a position to offer our customers the same high quality of products and service.”

Authored by Kelly Burton

Care Homes Claims and MS2U

Kelly Burton • Financial Services • Pre-Pack Administration

Jobs have been preserved at a Leeds-based group of claims companies after they were bought out of administration in a pre-pack sale.

Care Home Claims and MS2U worked with customers who had been mis-sold financial products and services including PPI or had been overcharged on care home fees.

Joint administrators Kelly Burton and Lisa Hogg from Sheffield-based Wilson Field were called in by the directors when the group faced financial difficulties.

The business and assets of the companies were sold for an undisclosed sum to Acquire Inc Ltd. As part of the deal, 32 employees of an associated company transferred to the purchaser.

Group managing director Joseph Battle said:

“Problems were encountered as a result of an unprofitable contract and accrued HMRC arrears which lead to a severe cash flow shortage. We took professional advice and worked with the administrators to enable the business to continue as a going concern and preserve jobs of existing staff. Despite this being a very difficult time, the outcome means the business can continue.

“With the same management team, we can assure clients the same high level of service in the future.”

Kelly Burton, director and insolvency practitioner at Wilson Field, added:

“These companies ran into difficulty following the over calculation of work in progress on a contract, coupled with an accumulation of HMRC arrears. The directors contacted us for advice and have worked closely with us to achieve this result.

“We are pleased that the restructuring of these companies has resulted in the businesses continuing to trade via the successor business.”

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    "I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."

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    "Steven Hall was very helpful today, in offering free advice on the best route to take whilst closing our company and what would be needed/who could support us! I would definitely recommend asking, if unsure, as his advice was clear and supportive."

    Thomas McCunnin

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    "I contacted Wilson Field to ask about closing my limited company. The online chat was very helpful - Stephen Hall gave me some very useful advice"

    Sandip Chatterjee

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    "I spoke to Stephen Hall from this company regarding a liquidation enquiry. Stephen was very helpful in providing the information I required."

    Pete Senneck

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    "Stephan Hall was very helpful with my questions on closing down a dormant Ltd company ... I cant thank him enough .. Thank you"

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    "Excellent service provided by excellent professionals ( for a company liquidation). I felt comfortable and confident throughout the entire process."

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