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

Bay Cleaning Solutions

Kelly Burton • Other • Pre-Pack Administration

Administrators from Wilson Field have helped safeguard all 245 part time jobs at a Welsh commercial cleaning company after it was sold in a pre-pack deal to existing management.

Joint administrators Kelly Burton and Lisa Hogg from Yorkshire-based Wilson Field were called in by directors of Swansea-based Bay Cleaning Solutions on 19 October 2017.

The company, based at Walter Road in Swansea, had seen significant growth over the last two years but increased direct costs and administrative expenses had rendered the company loss-making.

Cash flow problems had resulted in the accumulation of substantial tax arrears and other debt and despite attempts to seek increased borrowing and arrange a payment plan with HMRC, the company was placed into administration.

MRB Cleaning Limited bought the company with all 245 part-time staff being transferred to the new company under TUPE.

In saving all the jobs, Wilson Field mitigated employee termination claims in the nature of wage arrears, accrued holiday pay, redundancy and pay-in-lieu of notice which equates to almost £137,500, offering a better return to creditors.

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

“We are pleased that the sale of the company to MRB has resulted in all 245 jobs being secured and that the business will continue to trade. This is a substantial number of jobs saved. We determined that a pre-packaged sale would be in the best interests of creditors.”

BCS has over three decades of experience in the field of commercial cleaning with its core business relying on high footfall premises such as pubs, clubs and restaurants.

It also worked in areas including commercial cleaning, specialist cleaning, building maintenance, student accommodation, end of tenancy, hard floor and domestic cleaning.

Robert McArdle of David Currie & Co of Manchester dealt with asset disposal while Shulmans Solicitors of Leeds handled the legals.

Authored by Kelly Burton

High End Fashion Retailer

Kelly Burton • Retail • Pre-Pack Administration

A high-end independent fashion retailer, operating from a well-established location found itself experiencing severe financial difficulties, following the closure of all retail stores during the two nationwide lockdowns caused by the COVID-19 pandemic.

The retailer did not have a sizeable online presence when the pandemic forced the closure of its flagship store, and sales ceased overnight.

In addition, the retailer had already committed to deliveries of the next season’s stock, which resulted in large balances falling due to suppliers, whilst the stock remained unsold.

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

“Unfortunately due to the pandemic, all of the retail stores had to shut as the country went into nationwide lockdown. Without a solid online presence, the flagship store had its sales effectively stop overnight.

We were pleased to arrange a pre-arranged sale of the business and its assets, which meant that nobody lost their job.”

The Directors approached Wilson Field to explore the option of a pre-packaged administration. Following an extensive marketing campaign, the business and assets were sold to an associated company, and all jobs were saved.

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 benefiting 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 licensed 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.

Stephan Hall Beverly Horton Marie Eckford

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    Crayford Crayford

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    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 :)"

    Sandip Chatterjee

    star_rate star_rate star_rate star_rate star_rate

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

    Pete Senneck

    star_rate star_rate star_rate star_rate star_rate

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

    Sharon Swift

    star_rate star_rate star_rate star_rate star_rate

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

    Crayford Crayford

    star_rate star_rate star_rate star_rate star_rate

    "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

    star_rate star_rate star_rate star_rate star_rate

    "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 :)"

    Sandip Chatterjee

    star_rate star_rate star_rate star_rate star_rate

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

    Pete Senneck

    star_rate star_rate star_rate star_rate star_rate

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

    Sharon Swift

    star_rate star_rate star_rate star_rate star_rate

    "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."

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