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

L’Etranger

Kelly Burton • Leisure & Hospitality • Pre-Pack Administration

Administrators from Wilson Field have worked with bosses at a London restaurant to serve up a rescue deal. Kelly Burton and Lisa Hogg were appointed joint administrators on 10 July to South Kensington based L’Etranger Restaurant.

Established in 2002, the Gloucester Road restaurant, located near the Royal Albert Hall and London’s Museum Quarter including the Victoria and Albert Museum, the Natural History Museum and Science Museum, had been trading as L’Etranger Restaurant since 2010 benefitting from the prime location for visitors and theatre-goers.

However the company sustained a significant loss following the sale of a second restaurant in 2014 and experienced mounting cash flow issues with its retained premises resulting in HMRC arrears and the threat of a winding up petition.

Keane Hart Ltd, a company owned and managed by existing management team lead by director Ibi Issolah, has acquired the business out of administration for an undisclosed sum.

Kelly Burton - Director & Licensed Insolvency Practitioner

Kelly Burton, director and licenced insolvency practitioner at Wilson Field, said;

“L’Etranger had suffered losses in the past few years due to the previous loss-making sale of a second premises. Funds were spent on L’Etranger which absorbed further cash flow accruing HMRC arrears and the company being threatened with a winding up petition.

“The restructuring process has resulted in the continuation of a viable restaurant and the safeguarding of all the employees and ensures that the business is financially secure for future trading.

“Five jobs have been saved and transferred under TUPE to the new company.”

L’Etranger serves Japanese-influenced French cuisine, as well as maki and sashimi alongside offering a world-class wine selection. It has been awarded a number of accolades including an AA Rosette for Best Wine List in the UK 2013.

As well as seating 80 diners in the restaurant, L’Etranger offers wine tasting, private dining and events for up to 100 people on its premises.

Shulmans in Leeds advised and dealt with legal matters with Robert McArdle of David Currie & Co in Manchester assisting with asset valuation and disposal.

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

M J Squire Limited

Kelly Burton • Construction & Engineering • Creditors Voluntary Liquidation (CVL)

A bespoke joiners and shop fitters in Sheffield, M J Squire Limited, had been in its trade for more than 30 years.

However, recently it has been forced to close due to the downturn in the construction and retail industry.

The company was located at Orgeave Close in Sheffield, after working for many household names over the years including House of Fraser, Levi’s, Austin Reed and Tommy Hilfiger.

Until 2014, it had been a profitable company but over the past couple of years, it had been unable to secure profitable contracts.

February 10th, 2016 saw the appointment of Wilson Field’s Andy Wood and Robert Dymond as liquidators. This development for the company came as a result of suffering cash flow problems.

Operations at M J Squire Limited have now ceased and regrettably, all nine roles within the company were made redundant.

Andy Wood, insolvency practitioner from Wilson Field, spoke about his work on this case. 

“Declining sales at M J Squires significantly impacted cash flow and the business’ ability to meet its liabilities. In the face of tough market conditions, the director has taken the difficult decision not to continue trading. The business has closed and the assets are being sold.”

“It is very sad to see this well-known local business cease to trade after over 30 years. The downturn in the retail sector has hit this business hard.”

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    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"

    Sharon Swift

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

    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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