Can I reuse my company name after liquidation?

If you’re a director of a company which has run into financial difficulties and are considering liquidating your company, although you are able to start a new company, there are certain rules regarding the reuse of a company name. It’s a complicated issue with technicalities surrounding what you can and cannot do, when it comes to reusing your old company name.

When is the name prohibited from use? (Section 216)

For the same name to qualify as prohibited, it must have been associated with the insolvent ‘oldco’ company for at least 12 months prior to liquidation. Directors of a liquidated, insolvent company cannot reuse the company name, or one similar enough to suggest an association, for 5 years post-liquidation, unless they adhere to strict guidelines.

How is the use of a ‘similar’ name determined

If an independent person can associate/connect the new company with the old company through their trading names, they are too similar.

There are stringent rules when it comes to reusing a company name post-liquidation

Consequences of reusing a prohibited company name

If a person acts in contradiction of Section 216 of the Insolvency Act 1986, they could face imprisonment, a fine, or both. In addition to this, directors of the new company, having operated under a prohibited name, would lose the privilege of limited liability. This means that the directors involved would personally incur any company debts accumulated during the time they were involved.

Exceptions that may allow you to reuse a company name

Below we look at three exemptions that may allow you to reuse a company name. We would always advise you speak to a licensed insolvency practice, such as ourselves, before making any decisions.

The three exceptions:

  1. Pre-pack liquidation
    A person/company can purchase the whole business, including the trading name, under arrangements made by the insolvency practitioner appointed to it. This is also known as a phoenix company. Notices must be sent to all creditors of the insolvent company within 28 days of the date of acquisition and it must also be published in the Gazette.
  2. Apply to court for ‘leave’
    The directors of a successor company (‘newco’) apply to the court for permission – also called ‘leave’ – to reuse the name of the ‘oldco’ insolvent company. The application must be made no later than 7 days from the date of the liquidation, and leave must be granted no later than 6 weeks from that date. In order to inform the court’s decision, it investigates whether the successor company has a strong financial base and a competent financial team to guide and advise it.
  3. Name already in use by another company/group of companies
    This applies to groups of companies with the same or similar trading name as the insolvent company so that the liquidation of the insolvent member of a group doesn’t result in all the other companies losing their right to use their names. However, relevant criteria must be met:

    • The prohibited name must have been used by a company for the period of at least 12 months prior, ending the day before the liquidation of the insolvent company.
    • During those 12 months, the relevant companies must have traded continuously and not been dormant for any period.

In summary

The reuse of a limited company name after liquidation is not a straightforward matter. Whilst in some circumstances it is possible to reuse a company name, it’s not always clear as to when you are able to do so. Seeking professional advice is always recommended when reaching a conclusion as it can have serious legal implications for you and the successor company if you are found to be in breach of Section 216.

How we can help

If you are going through the process of a liquidation, or you believe a liquidation could be right for your company, but you want to reuse the same trading name, it’s important to act quickly and find clarity on the situation. There are strict regulations regarding the reuse of a company name, if it’s something you want to find out more about, we can help talk you through the correct process and what could be allowed for your business.

Case Studies

Authored by Kelly Burton

Statestrong Limited

Kelly Burton • Manufacturing • Administration, Creditors Voluntary Liquidation (CVL)

Insolvency experts Wilson Field has helped turnaround the fortunes of a loss-making manufacturing company in Lancashire providing a new future for its 80 employees.

Businessman Russell Blaikie acquired the struggling 40-year-old Statestrong Limited, headquartered in Lytham St Annes, through a pre-pack sale and has been able to help the company immediately utilising his expertise in manufacturing and management.

Arrangements for the purchase of Statestrong’s business and assets were negotiated by Sheffield business specialists Wilson Field who affected the sale shortly after being appointed.

The company, which manufactures and supplies aerosol and liquid products for use in health and beauty, household, automotive and industry globally, posted sales of £12m last financial year, but had suffered pressure from creditors with outstanding arrears.
The total value of the deal is undisclosed but includes the business and the assets of the company based on Boundary Road in Lytham St Annes and Tarporley in Cheshire, which will now trade as Statestrong Products Limited.

Mr Blaikie said:

“Transactions of this nature are sensitive and require careful handling. The team at Wilson Field provided exactly the right professional approach.”

Wilson Field’s insolvency practitioners Kelly Burton and Joanne Wright worked closely with Mr Blaikie along with senior corporate case administrator Gareth Kinneavy.

Kelly Burton, said:

“The company had a wealth of expertise but was straddled with financial liabilities which ultimately made its future questionable. Looking forward, a previously distressed business now has a viable future.”

Authored by Kelly Burton

Consortia Service Group

Kelly Burton • Service Agency • Pre-Pack Administration

A Cardiff security specialist has been bought out of administration saving all 44 jobs.

Zenith Security Specialists Limited was set up in 2009 providing manned CCTV security systems to national and private firms, local authorities and small businesses.

Trading as Consortia Service Group, the company was based at Cardiff Bay Business Centre and was taken over in January 2015 by director Ozma Nasir with a view to expanding the business.

Administrators Kelly Burton and Joanne Wright from Sheffield business turnaround experts Wilson Field were appointed joint administrators on 17 May after the company faced mounting pressure from HMRC in respect of PAYE and VAT arrears.

Miss Masir took advice from Wilson Field and the business was sold in a pre-pack administration to Consortia Services Group Limited as a going concern saving all 44 employees’ jobs.

Kelly Burton from Wilson Field said:

“Unfortunately, a number of the inherited on-going contracts were unprofitable. Despite attempts, the company did not have sufficient time to turnaround the business and was struggling to service both its on-going overheads and significant HMRC liabilities.

“Attempts were made to source further additional funding proved impossible and so the decision was taken to enter administration.

“Following discussions with the director, the business was sold as a going concern, safeguarding all 44 employees’ jobs and offering a better return for the company’s creditors than alternative options.

“The new company will be under the same management offering the same standards of service to its customers.”

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-packed sale.

Care Home Claims and MS2U worked with customers who had been mis-sold financial products and services including PPI or had been over-charged 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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    Crayford Crayford

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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."

    Danny Robertson

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    "Beverley Horton called me within minutes of my query and gave me advice on closing down my business. Very friendly and professional and I couldn't be more grateful. Thanks again Beverley :)"

    Alec Short

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    "Chris's help and understanding of my situation literally brought me back from the brink of a terrible state - his kind, understanding words and amazing advice (which may i add was free) vs another IP that put the fear of god in me and demanded thousands of pounds means i cant praise this firm highly enough."

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    Beverley Horton Christopher Callaghan Stephen Hall

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