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 expense 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 the use is permitted, they 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, providing 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 brands, 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. It cannot trade with the same name 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

Direct Entry Solutions

Kelly Burton • Transport & Logistics • Pre-Pack Administration

A Middlesex postal service company, whose facilities could handle around 30 tonnes of post a day, has been bought out of administration saving all 25 jobs.

The 13-year-old business, which initially traded as a consultancy service supplying postal services to UK-based wholesale mail companies, has been acquired by an associated company Direct Entry Solutions Worldwide Ltd 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 Direct Entry Solutions on 25 January.

The company had experienced a difficult trading period after diversifying from its core offering to incorporate the physical sorting of post along with returned mail management and various other mail processing services. This resulted in possible enforcement action by creditors including HMRC and the Austrian postal company Osterreichische Post.

The total value of the pre-pack administration deal is undisclosed but it includes the business and the assets of the company based on Stockley Close in West Drayton.

Kelly Burton - Director & Licensed Insolvency Practitioner

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

“The consequences of switching from a consultancy to processing mail involved significant investment and consequential increased ongoing costs.

“The company required a large boost in the staffing levels, a bigger premises in a more suitable location, relevant machinery and equipment for the warehouse operatives, in addition to large injections of cash.

“A number of onerous contracts also caused a pressure on cash flow and a build-up of historical debt.

“Our actions have secured all 25 jobs and brought about a better return to creditors. As the jobs were transferred to Direct Entry Solutions Worldwide, this alone saved over £27,000 in redundancy and wages.

“From what was a difficult situation has emerged a better result for creditors and staff.”

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

Peak Toolmakers Limited

Kelly Burton • Manufacturing • Pre-Pack Administration

A Chesterfield machine tool manufacturer, which supplies to the global automotive industry, has been bought out of administration by sister-company, Peak Toolmakers (Assets) Ltd and managed by two of its current directors, saving all 46 jobs.

Peak Toolmakers Limited, based on Chesterfield Trading Centre on Smeckley Wood Close, had enjoyed a profitable trading history since 2004 and had significantly grown to become a recognised name in the sector.

However, a lack of working capital following a combination of factors together with a number of loss-making contracts with principal customers, competition from overseas, namely the Far East, undercutting prices, and extremely fast and tight timescales to allow its customers to meet contractual supply arrangements, had caused recent cash flow problems.

Insolvency practitioners Joanne Wright and Lisa Hogg from Wilson Field were appointed Administrators on 2 September 2015 to handle the sale out of administration.

The business and assets bought by Peak Toolmakers (Assets) Ltd managed by two of the existing directors, Geoff Bacon and John Buxton.

Joanne Wright from Wilson Field, said:

“Peak Toolmakers Limited had experienced financial difficulties after seeing a drop in demand from a major customer, a loss of more than £500,000 on a contract and was being threatened by enforcement action from HMRC due to arrears.

“The pre-pack deal has meant all 46 employees’ jobs have been saved and ensures a continuity of trading under new ownership.

“We are delighted to have secured a swift sale of this established Chesterfield-based manufacturing business to deliver the best long term solution for the business ensuring it can continue to serve its established customer base.”

Peak Toolmakers Limited’s main business was the production of mould tooling, jigs and fixtures and robot heads which were used in the injection moulding and die casting industries, principally the automotive industry, for internal and external trims together with under bonnet components.

Its customers produce products for a range of automotive manufacturers including Jaguar Land Rover, Nissan, Toyota, BMW and similar manufacturers.

Director Geoff Bacon said:

“Having gone through difficult times, we are very happy to have secured the loyal service of our staff through the help of Wilson Field.”

Wilson Field worked closely with solicitor Neil Kelly from MD Law in Sheffield and valuer and asset management consultant David Smith of Charterfields.

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