Dear insolvency practitioner: Chapter 6: Companies House

One of the main problems encountered by the Liquidation Department of Companies House in dealing with documents received for registration is the omission of the company number. This causes considerable extra work for both Companies House and the presenter of the document since in general Companies House staff have only very limited authority to make amendments of a minor nature received for registration. Often, therefore, their only option is to reject them.

It is vital for the correct company number to be quoted on all forms submitted for registration. The consequence of a document being placed on the record of another company because of failure to provide the correct number, could, given the nature of the document, have a significant bearing upon that company's perceived standing.

It is also important to look at the quality and format of documents, which are presented to the Registrar for filing. It is easier to read documents which are submitted to Companies House in portrait layout. With that in mind, and due to the introduction of advanced scanning equipment, the Registrar’s stated preference is for the submission of portrait forms. The vast majority of submitted documents already conform to an A4 portrait specification.

It must be stressed that no documents will be rejected where they satisfy all other filing criteria but contain landscape pages. Such forms will be registered and a note sent to the presenter explaining the Registrar’s preference in this regard for future reference.

Any queries regarding this article should be directed to Andrea Everleigh (02920 380651) at Companies House. Alternatively address your written queries to the Liquidation Department, DX 33050, Companies House, Crown Way, Cardiff CF14 3UZ.

3. The Registrar of Companies’ procedures for dealing with court orders to stay (or sist) winding up proceedings

The Court may make an Order staying, or sisting, winding up proceedings, either altogether or for a limited period of time, pursuant to Section 112 and Section 147 of The Insolvency Act 1986.

The Order is to be forwarded to the Registrar of Companies forthwith for entry onto the records relating to the company. The Registrar of Companies records the Order onto the public records in the following ways:

2 The Order is listed as a ‘Miscellaneous’ document on the list of documents received by the Registrar of Companies for the relevant company. [This list is available to the searcher of the public record]

The searcher would still be able to obtain a copy of the winding up order. [In addition the insolvency details would still be available on the insolvency section of electronic search products]

Once the stay order has been recorded, compliance with the company’s duty to file annual accounts and annual returns will be pursued just as for any other live and active company. [Failure to comply may result in the company being struck off the register pursuant to section 652 of the Companies Act 1985]

Andrea Eveleigh, Liquidation Section, Companies House, Crown Way, Cardiff CF14 3UZ.

4. Statements to the Registrar of Companies in Creditors Voluntary Liquidations (CVLs)

Under section 192 of the Insolvency Act 1986, if a liquidation is not completed within one year of its commencement the liquidator shall at required intervals file a statement in the prescribed form with Companies House until the conclusion of the liquidation.

Further, rule 4.223-CVL(4) of the Insolvency Rules 1986, applicable to CVLs only, provided for the required statement, in form 4.68, to be filed in duplicate. Companies House previously sent the second copy to the Insolvency Service (insolvency practitioner Unit) to allow for monitoring of the banking in the ISA, to ensure it was being undertaken correctly.

Further to the Enterprise Act 2002 coming into force, practitioners are no longer required to use the ISA account in CVLs and therefore there is little merit in Companies House continuing to forward on those forms they do receive.

Practitioners are therefore advised that this aspect of desktop monitoring will no longer take place and therefore the duplicate copy of form 4.68 is no longer required by the Insolvency Service.

It is intended to seek an amendment to the Rules to reflect current practice, and in the meantime it has been agreed with Companies House that insolvency practitioners may disregard rule 4.223-CVL(4).

Companies House has been fielding enquiries and rejecting a significant number of documents sent to the Registrar under the terms of the Enterprise Act. There appear to be some documents, in particular, for which the insolvency practitioners are not clear about the filing requirements as specified by the Enterprise Act. Below is a list of the forms required to be filed, those most frequently received in error and the relevant reject reasons.

Companies House receives significant numbers of Forms 2.23B without copies of the proposals attached (see Rule 2.46 Insolvency Rules 1986). Please note that in order for us to register the Form 2.23B we must have a copy of the proposals/revised proposals attached to the form. This is even if the proposals have not changed since the filing of the Form 2.17B - Statement of Administrator’s Proposals.

Companies House receives a considerable number of Forms 2.15 - Administrator’s Abstract of Receipts and Payments, when in fact the insolvency practitioner should file the Form 2.24B (See Rule 2.47 Insolvency Rules 1986).

Form 2.15 is specific to the old style Administration Orders and is not required for filing when the company is ‘In Administration’ under the Enterprise Act.

nb: This also applies to all other old style Administration Order forms. If the company is ‘In Administration’ then the insolvency practitioner will need to file the relevant Enterprise Act form.

Form 2.34B – Notice of Move from Administration to Creditors’ Voluntary Liquidation (CVL)

There is some confusion over this form amongst insolvency practitioners (see Rule 2.117 Insolvency Rules 1986).

Insolvency practitioners are filing Forms 2.30B – Notice of Automatic End of Administration, Form 2.32B – Notice of End of Administration or Form 2.33B – Notice of Court Order Ending Administration, together with the Form 2.34B. There is no need for insolvency practitioners to file Notice of End of Administration documents with this form. This form has been designed along with the IT functionality at Companies House to close the Administration and start the CVL, both on the date that the Form 2.34B is registered at Companies House (ie the one form provides both functions).

Insolvency practitioners should note that this practice could have significant consequences for them if a Form 2.30B is filed with the Form 2.34B and they become separated in the Post Room, during the post-sort stage. It is possible that the Form 2.30B can be registered first, the Administration closed and the Form 2.34B can not then be registered. This means that the insolvency practitioner would then have to get an order from the court to allow the incorrectly filed document to be removed and the correct Form 2.34B filed. This can be time‑consuming and costly for the insolvency practitioner.

Also, there is no need to file a Form 600, 4.20, or Extraordinary Resolution, as the Form 2.34B performs the function of these three documents.

There are similar problems with this form as with the Form 2.34B. Insolvency practitioners send the End of Administration forms as well as Form 2.35B. There is no need to send any other form apart from Form 2.35B and any associated attachments, when the company moves from Administration to Dissolution. Companies House IT functionality automatically closes the Administration and sets the system to count down the relevant three months to Dissolution date, (see Rule 2.118 Insolvency Rules 1986).

Once again, if the forms are separated for any reason within Companies House and the End of Administration forms are registered first, the insolvency practitioner will need an order from the court to remove the incorrectly filed document.

nb: It is important to note that in respect of Forms 2.34B and 2.35B, Companies House accepts all documents in good faith. Therefore, if any other End of Administration documents are filed, correctly completed, they will be registered without exception. Once a document has been correctly filed it can only be removed with an order from the court. It should state that the incorrect form filed is a nullity and the document should be removed from the record, re Calmex Limited [1989] BCLC 299.

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

NB: This article replaces Article 2 of this chapter (issue 5 December 2001), which has now been withdrawn

It is vital that company number and full company name are included on any documents submitted to the Registrar for filing, and that the document is signed. Failure to do so could result in the documents being returned to you, or being assigned to the wrong company record. If necessary attachments are not sent with the forms these will also have to be returned. A recent analysis of rejected Forms 2.17B showed that nearly 70% had been returned because either the Proposal form (Form 2.22B) had not been attached or Form 2.22B had been sent without the covering Form 2.17B.

Please reply to any correspondence or rejection letters promptly. Delay, especially at the outset of a liquidation, may result in the company being struck from the register.

Please quote any reference given when replying to correspondence. If you are initiating an exchange on an insolvency issue, please address your remarks to the Liquidation Department. Enquiries regarding the filing of annual accounts and returns, when a company is subject to a voluntary arrangement, should be addressed to the Compliance Department at Companies House.

Ensure that any documents submitted are of good quality, A4 size, in portrait mode and black lettering on white paper. The Registrar is empowered to reject documents that fail his quality criteria.

Ensure that when filing documents to notify the Registrar of a Members’ Voluntary Liquidation the date of the resolution is no more than 35 days after the date of the Declaration of Solvency. If it is outside this period the liquidation becomes a Creditors’ Voluntary Liquidation.

If you are anticipating making an abnormally large submission of documents, for example because of the transfer of cases from one practitioner to another, it would be useful if you could discuss the matter in advance so that arrangements may then be made for dealing with the arrival of the consignment. (see next page for useful contacts).

Please do not write to the Registrar asking him to defer the dissolution of a company administratively. He has no powers to do so. Deferment can only be brought about by the instruction of the Secretary of State or by order of court (depending on the circumstances). You will waste precious time if you write to the Registrar first.

Please ensure that the total figures for receipts and payments in statements or abstracts are brought forward correctly to the next form. Failure to do so could result in confusion and delay. These documents should also be filed in sequence.

Note that no further documentation, other than that relating to its ultimate restoration, can be accepted for filing on the record of a dissolved company. If you require any further information on restoration or dissolution void procedures, this can be obtained from the Restoration Department, Companies House, Cardiff.

Acknowledgements are issued by the Companies House Postal Services Department to confirm receipt of the document at this office. They do not confirm that the document is acceptable for filing.

Finally, if you have a problem regarding the submission of documents, staff at Companies House are willing to help. Please visit the Companies House website or contact staff on the numbers below.

7. Priority Requests for Registering Forms 2.34B - Move from Administration to CVL

Companies House Liquidation Section has been taking many requests to give priority to the registration of forms 2.34B. It should be noted that Companies House cannot give priority to any insolvency documents and the Liquidation Section cannot search the section, or the building, for any forms.

Also the administration ceases to be effective and the liquidation starts when the correctly submitted form 2.34B is registered, and not when the Form 2.34B is received in the building.

If for any reason the form 2.34B has to be returned to the insolvency practitioner for amendment, or to include attachments etc, the liquidation will commence when the correctly submitted 2.34B is returned and registered at the later date.

insolvency practitioners are sending copies of “End of In Administration” forms to Companies House asking for the document to be endorsed with the date the document was registered and then returned to the insolvency practitioner. Insolvency practitioners should be aware that Companies House does not write confirming when a document has been registered.

Companies House currently return all copy letters to insolvency practitioners confirming receipt of a document (provided Companies House receives an SAE) but this does not necessarily guarantee that the document will be registered and should not be used as such. Insolvency practitioners should not use the date of receipt as the date that the Administration ceases. There are many reasons why documents may not be registered and have to be returned to the insolvency practitioner.

If insolvency practitioners require confirmation that a document has been registered they can contact the Companies House Help Desk on 0870 3333636 or alternatively this information can be accessed free of charge by accessing Web Check on Companies House website at www.companieshouse.gov.uk

Insolvency practitioners submit a great many documents in duplicate. There is no requirement under the Insolvency Act 1986 to do this and the duplicate documents, if the original is correctly registered, are merely recycled. This is obviously a huge waste of paper and must increase the cost of submission of the documents significantly for the insolvency practitioners.

If the insolvency practitioners require an acknowledgement, a copy of the covering letter and a stamped addressed envelope will be sufficient for this purpose.

Companies House has suggested that it would be helpful if insolvency practitioners were advised of the current situation with regard to the current times for the filing of company documents. Companies House would like to assure all its customers that its priorities remains the quality and integrity of the register and the delivery of secure and speedy services to customers. As insolvency practitioners will be aware Companies House receive significant volumes of paper documents and as such, it has to balance its priorities, ensuring that access to all the information is delivered quickly. In May 2006 the Director of Central Operations, wrote to all customers about the time it takes to place paper documents on to the public record. At that time processing paper documents took approximately 8 – 10 working days.

Regrettably, a number of recent events such as industrial action, security threats and imaging problems, have resulted in Companies House reviewing its workload and practices. As a result, it is currently processing documents within 12 days. Resources are being allocated to ensure that this situation is short term and every effort is being made to return to the previous processing time of 8 – 10 days as soon as possible.

Companies House continues to do its utmost to bring in changes that will benefit all its customers in the long term and to maintain high standards in the delivery of services.

With the revised processing times within Companies House, a longer issuing period between the 1^st and 2^nd default reminder letters for breach of filing Form 4.68, from two to three weeks has been introduced.

In conjunction with The Insolvency Service an electronic notification system of breaches of statute of filing Form 4.68 has also been introduced. This is independent of the paper notification to Estate Accounts Directorate (EAD) in Birmingham. Insolvency practitioner (IP) authorising bodies are now notified from the electronic lists and not from the paper based documentation sent to EAD.

The electronic list is sent approximately a month after the L2 letter has been issued. This allows time for documentation received close to, or after the issuing of the L2 letter to be omitted from the lists.

The L2 lists are checked to ensure any Forms which have been submitted and returned for amendment can be omitted from the lists. Addresses are checked to ensure that reminder letters have been sent to the correct address. If any correction is required the address held on the database is amended and the letters re-issued.

The Authorising bodies are never notified where documentation has been sent to the Registrar close to the issue date of the L1 or L2 letters; with increased processing times it is inevitable that documentation will cross in the mail. Only documentation that has not been received and registered a significant period after the L2 letters have been issued, are ever notified to the IP’s authorising body.

Please note that Companies House only passes the information, about any breach of statute, to The Insolvency Service. It does not play any further part in the notification process.

The Companies House office in Edinburgh changed its postal address on
26 May 2009. Some Scottish statutory forms, mainly relating to Part 2 of the Insolvency (Scotland) Rules 1986, currently quote the old Companies House postal address but, as they are prescribed forms, they cannot be updated without a legislative change. A full list of affected forms is given below. It is hoped that the necessary legislative change will be made in October 2009.

In the meantime users should ensure that, where the postal address (Companies House’s DX and LP addresses have not changed and are as quoted on the forms) is used to send a form to the registrar of companies for Scotland, they should use the following address -

2.2B (Scot), 2.3B (Scot), 2.11B (Scot), 2.15B (Scot), 2.16B (Scot), 2.17B (Scot), 2.18B (Scot), 2.19B Scot), 2.20B (Scot), 2.21B (Scot), 2.22B (Scot), 2.23B (Scot), 2.24B (Scot), 2.25B (Scot), 2.26B (Scot), 2.27B (Scot), 2.29B (Scot), 2.30B (Scot), 2.31B (Scot), 2.32B (Scot) and 4.31 (Scot).

Users of Form 4.31 should also note that the address of the Accountant in Bankruptcy is 1 Pennyburn Rd, Kilwinning, KA13 6SA (LP address, LP4 – Kilwinning) not as given on the form.

Any enquiries regarding this article should be directed towards Steven Chown, 21 Bloomsbury St, London WC1B 3QW telephone: 020 7637 6501 email: steven.chown@insolvency.gov.uk

13. Scottish prescribed forms - Insolvency (Scotland) Amendment (No.2) Rules 2009

Further to Article 12 in Chapter 6 of Dear IP Issue 40, the Insolvency (Scotland) Amendment (No.2) Rules 2009 came into force on 1 October 2009. The Amendment Rules alter the address given for the Registrar of Companies in Scotland in twenty-one Scottish insolvency forms, following the Registrar’s relocation earlier this year. One of the forms, Form 4.31, will also be updated with the current address of the Accountant in Bankruptcy.

Any enquiries regarding this article should be directed towards Steven Chown, 21 Bloomsbury St, London WC1B 3QW, telephone: 020 7637 6501 email: steven.chown@insolvency.gov.uk

With effect from 1 October 2009, changes have been made to the way address information is shown on the public record for officers of companies and limited liability partnerships (“LLPs”). Directors and LLP members will be able to supply a service address for the public record and their residential address will be protected information not available for public disclosure.

This means that residential address information may no longer be available on the public record.

Companies House will only be able disclose protected residential address information to credit reference agencies and specified authorities. These bodies will need to comply with the conditions in the Companies (Disclosure of Address) Regulations 2009 www.opsi.gov.uk/si/si2009/pdf/uksi_20090214_en.pdf

Schedule 1 (Specified Public Authorities) of the Regulations provides for "a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986 (meaning of "act as an insolvency practitioner") or Article 3 of the Insolvency (Northern Ireland) Order 1989 ("act as an insolvency practitioner")" to apply to the Registrar to disclose protected information.

Insolvency practitioners may therefore wish to contact Companies House to obtain further information about the application and disclosure process.

Enquiries regarding this article should be address to: Marie Connors, Customer Care Manager, Companies House, Crown Way, Maindy, Cardiff CF14 3UZ. Email: mconnors@companieshouse.gsi.gov.uk

15. Registration of appointments at Companies House – clarification of United Kingdom jurisdictional issues

It has been brought to our attention that insolvency practitioners are sending notices of their (purported) appointments to Companies House on the basis of court orders made in England & Wales or proceedings commenced under the Insolvency Act 1986, in circumstances where the liquidation, or other insolvency process, should have been commenced under the Insolvency (Northern Ireland) Order 1989.

In our view, the Insolvency Act 1986 provides that companies registered within the jurisdictions of England & Wales, Scotland and Northern Ireland, can only be wound-up in the jurisdictions where they were registered and cannot be wound-up as unregistered companies under any of the other jurisdictions within the United Kingdom.

A company incorporated in Northern Ireland cannot be wound-up as an unregistered company in England & Wales (or Scotland), and a company incorporated outside of the United Kingdom must have, or have had, a principal place of business in Great Britain in order to be wound-up under the Insolvency Act 1986. In our view, an unregistered company with a principal place of business in Northern Ireland (but not in Great Britain) can only be wound-up under the Insolvency (Northern Ireland) Order 1989.

Section 426 of the Insolvency Act 1986 allows a court in one part of the United Kingdom to enforce an order made in another part of the United Kingdom as if it had been made within its own jurisdiction. However, this section does not confer jurisdiction on the court where it would otherwise have none.

In relation to the administration procedure, paragraph 111A of Schedule B1 to the Insolvency Act 1986 provides that a company registered outside of the United Kingdom, with a principal place of business in Northern Ireland, cannot enter administration under the Insolvency Act 1986 unless it also has a principal place of business in England & Wales or Scotland.

Any enquiries regarding the above should be directed toward Toby Watkinson, IP Policy Section, Area 5.7, 21 Bloomsbury Street, London, WC1B 3QW; telephone: 020 7637 6566; email: toby.watkinson@insolvency.gov.uk

Insolvency practitioners are asked to note that administration ceases to be effective and liquidation starts when the correctly submitted notice is registered by the Registrar of Companies (as per paragraph 83(6) of Schedule B1 of the Insolvency Act 1986), and not when the notice is received in the Companies House building.

If for any reason the notice has to be returned to the insolvency practitioner for amendment, or to include attachments, the liquidation will commence when the correctly submitted notice is registered at the later date.

It should be noted that Companies House cannot give priority to any insolvency documents and the Liquidation Section cannot search the section, or the building, for any forms.

Any enquiries regarding this article should be directed towards Alun Howells, Policy Section, Companies House, Crown Way, Maindy, Cardiff CF 14 3UZ, telephone 02920 380184, email: ahowells@companieshouse.gov.uk

“The prescribed period for which the liquidator must produce a progress report, except when the liquidator ceases to act (in which case paragraph (3) applies) and subject to paragraph (4), is the period of 1 year commencing on the date on which the liquidator is appointed and every subsequent period of 1 year”

a) the prescribed period for which the liquidator must produce a progress report ends on the date of that liquidator’s ceasing to act, and

b) the prescribed period for which the new liquidator (if any) must produce a progress report is the period of 1 year commencing immediately after that date and every subsequent period of 1 year (subject to the further application of this paragraph when the new liquidator ceases to act).”

“A progress report is not required for any period which ends after the liquidator has sent a draft report to creditors under Rule 4.49D (final report to creditors).”

The Registrar does not require a progress report with Form 4.68 when a draft report (which the liquidator intends to lay before the final meeting) has been sent to creditors prior to the anniversary date. All the Registrar requires in this instance is the final progress report (as per Article 7 in Dear IP issue 50) attached to Form 4.72. As the Registrar has no way of knowing if a draft report has been issued to creditors prior to the anniversary date, it would be helpful if insolvency practitioners could state this in their covering letter.

If a draft report is issued to creditors after the anniversary date, then a progress report made up to the anniversary date will be required, attached to Form 4.68, as well as the final progress report attached to Form 4.72.

Companies House is streamlining its process to dissolve England and Wales companies which have been in compulsory liquidation for 10 or more years and have not made contact with Companies House for 10 years.

Section 1001(1) of the Companies Act 2006 states that where a company is being wound up and the Registrar has reasonable cause to believe that (i) no liquidator is acting/the company is fully wound up and (ii) the liquidator has not made the required returns for a period of six consecutive months, the Registrar must publish in the Gazette and send to the company or liquidator a notice that the company will be struck off and dissolved in three months time unless cause is shown to the contrary.

Where a company, with an insolvency practitioner appointed as liquidator, has been in compulsory liquidation for 10 or more years and the registrar has not received contact from the liquidator for 10 years, Companies House will send a notice to the liquidator at the last known address to inform them of their intention to strike off the company. If there is no response a formal notice will be sent stating that unless cause is shown to the contrary the company will be struck off and dissolved within three months.

In cases where the Official Receiver is liquidator, Companies House will serve notice on The Insolvency Service in the form of a list of companies to be struck off stating that unless cause is shown to the contrary, the name of each company mentioned in the notice will be struck off the register and dissolved at the expiration of three months from the date of the notice.

Any enquiries regarding this article should be directed towards Alun Howells, Policy Section, Companies House, Crown Way, Maindy, Cardiff CF14 3UZ, telephone 029 2038 0184, email: ahowells@companieshouse.gov.uk

Companies House is amending some of its insolvency forms and introducing a new insolvency form.

The forms being amended are the 4.68: Liquidator’s Progress Reports, 4.71: Return of final meeting in a members’ voluntary winding up and 4.72: Return of final meeting in a creditors’ voluntary winding up. The new form being introduced is 4.49: Notice of Constitution of Liquidation Committee.

Any enquiries regarding this article should be directed towards Alun Howells, Policy Section, Companies House, Crown Way, Maindy, Cardiff CF14 3UZ, telephone 029 2038 0184, email: ahowells@companieshouse.gov.uk

Companies House currently receive letters from insolvency practitioners when a company is about to enter into insolvency proceedings along with a report i.e. report of the meeting of shareholders which resolved that the company be wound up. There is no statutory duty for insolvency practitioners to send these to Companies House. Companies House only require the statutory notices required under the Insolvency Act or Rules. However, where there is an outstanding amount to be paid to the Registrar (e.g. as a result of penalties for late filing of accounts) practitioners should continue to send the Proof of Debt forms .

Please note when a company is about to enter into insolvency proceedings, it is important that practitioners send the required statutory notices to Companies House as soon as possible, as the company may be subject to striking off procedures. If practitioners are not yet in a position to send these notices, it is important that they check the company’s record to see if the company is in the process of being struck off the register. Practitioners can use the WebCheck service available from Companies House to see if this is the case:

If the company is in the process of being struck off the register, practitioners are asked to write to Companies House to advise that the company is about to enter insolvency proceedings. This correspondence should be marked for the attention of the Dissolution team.

Any enquiries regarding this article should be directed towards Alun Howells at Companies House. Telephone: 029 2038 0184, email: ahowells@companieshouse.gov.uk

Where an application to the court has been made by “another interested person” to extend the dissolution period, in accordance with Paragraph 84(7) of Schedule B1 of the Insolvency Act 1986, that interested person is required to give a copy of the order to the administrator.

“Where a court makes an order under paragraph 84(7) it shall, where the applicant is not the administrator, give a copy of the order to the administrator.”

The administrator is then responsible for sending the notice (Form 2.36B) to the registrar of companies.

“Where an order is made under sub-paragraph (7) in respect of a company the administrator shall as soon as is reasonably practicable notify the registrar of companies”.

However, Companies House have had a number of cases recently where it appears the administrator is not willing to give notice and send a copy of the order to the registrar. Administrators claim that as they are no longer in office, then they are not required to send the notice and order to the registrar of companies. However, the Insolvency Act and Rules place certain requirements on insolvency practitioners even if they are no longer in office. Such a requirement exists for administrators as per Paragraph 84(8). Paragraph 111(1) interprets an administrator as follows:

“administrator” has the meaning given by paragraph 1 and, where the context requires, includes a reference to a former administrator”

If an interested person gives a copy of the order to the administrator but the administrator is not willing to deliver the notice and order to the registrar of companies, then they will be able to lodge their complaint with the insolvency practitioner’s authorising body.

Companies House would therefore urge administrators to review their responsibilities as it is in the public interest that such an order extending the dissolution period is placed on the company’s public record as soon as possible.

Any enquiries regarding this article should be directed towards Alun Howells, Companies House, Crown Way, Cardiff CF14 3UZ telephone: 029 2038 0184 email: ahowells@companieshouse.gov.uk

22. Notice of appointment, or cessation, of receiver or manager (for England, Wales and Northern Ireland companies only)

On 6 April 2013, Part 25 of the Companies Act 2006 (Company Charges) will be amended with the aim of providing a single scheme for registration, satisfaction or alteration of company charges irrespective of the place of incorporation within the UK of the company. For more information, insolvency practitioner are invited to visit the following link on the Companies House website:

As part of the changes, Companies House will be making some minor amendments to the content required by the appointment and cessation of a receiver or manager forms and to their design. The current forms LQ01 and LQ02 will be replaced by forms RM01 and RM02, which will give notice to the registrar of companies of the appointment, or cessation, of a receiver or manager under section 859K of the draft regulations – The Companies Act 2006 (Amendment of Part 25) Regulations 2013 – which are subject to Parliamentary approval.

The RM01 and RM02 will require similar information to that required by the LQ01 and LQ02. However, there will also be a requirement to provide different information according to whether the charge was created before or after 6 April 2013.

If the charge was created before 6 April 2013, the person appointing the receiver or manager will need to provide the date of the creation of the charge, the description of the instrument (if any) creating or evidencing the charge, and the short particulars of the property or undertaking charged.

If the charge was created on or after 6 April 2013, the person appointing the receiver or manager will need to provide the unique reference code (charge code) allocated to the charge and a short description of the property over which the receiver or manager was appointed.

With this information, Companies House and searchers will then be able to identify the correct charge over which the receiver or manager is appointed.

The RM01 or RM02 will be available from the Companies House website on 6 April 2013. They should only be used on or after 6 April 2013. The LQ01 and LQ02 should be used before 6 April 2013. If practitioners would like to see a copy of the draft RM01 and RM02, they should contact Companies House.

These changes only apply in England, Wales and Northern Ireland. Notice of the appointment, or cessation, of a receiver in Scotland remains unchanged.

Any enquiries regarding this article should be directed towards Alun Howells Companies House Crown Way Cardiff CF14 3UZ telephone: 029 2038 0184 email: ahowells@companieshouse.gov.uk

23. Form 2.34B – Notice of Move from Administration to Creditors’ Voluntary Liquidation (CVL)

This article serves as an update to Chapter 6 Article 5 of Dear IP and should be read in conjunction with the revised policy statement sent to insolvency practitioners on
21 June 2013.

Companies House are aware that there is some confusion over the above form amongst insolvency practitioners (see Paragraph 83 of Schedule B1 of the Insolvency Act 1986 and Rule 2.117A Insolvency Rules 1986).

Insolvency practitioners are filing Forms 2.30B – Notice of Automatic End of Administration, Form 2.32B – Notice of End of Administration or Form 2.33B – Notice of Court Order Ending Administration, together with the Form 2.34B. There is no need for insolvency practitioners to file Notice of End of Administration documents with this form. This form has been designed to close the Administration and start the CVL, both on the date that the Form 2.34B is registered at Companies House (ie the one form provides both functions).

Insolvency practitioners should note that this practice could have significant consequences for them if a Form 2.30B is filed with the Form 2.34B and they become separated in the Post Room, during the post-sort stage. It is possible that the Form 2.30B can be registered first, the Administration closed and the Form 2.34B cannot then be registered. This means that the insolvency practitioner would then have to get an order from the court to allow the incorrectly filed document to be removed and the correct Form 2.34B filed. This can be time‑consuming and costly for the insolvency practitioner.

Also, there is no need for practitioners to file a Form 4.20 or Extraordinary Resolution with a Form 2.34B, as registration of Form 2.34B coverts the company to CVL, as if a resolution for winding up had been passed. Practitioners should note however, that Form 600 must be filed, according to section 109 of the Insolvency Act 1986, following the registration of Form 2.34B.

Any enquiries regarding this article should be directed towards Alun Howells Companies House Crown Way Cardiff CF14 3UZ telephone: 029 2038 0184 email: ahowells@companieshouse.gov.uk

Companies House are aware that previous advice given concerning the European Community Liquidation and Insolvency Register (ECLAIR) was incorrect in that the effect of Council Regulation (EC) No 1346/2000 on insolvency proceedings (the Regulation) had been misinterpreted. Companies House maintain the ECLAIR under the Regulation.

The Insolvency Service has confirmed that the Regulation applies to companies whose centre of main interest (COMI) is within any EU Member State, irrespective of where the company was registered.

This means that a company registered outside of the UK (including companies registered in the Isle of Man, Jersey or Guernsey), whose COMI is in the UK, and subject to insolvency proceedings under UK national law, can be entered onto the ECLAIR.

The Regulation applies to compulsory liquidation, creditors voluntary liquidation and administration cases.

Therefore any compulsory or creditors voluntary liquidation or administration notices that must be delivered to the registrar of companies can be entered onto the ECLAIR where the COMI of the company is in the UK and they are subject to insolvency proceedings in the UK.

If the company’s COMI is in the UK and it is facing insolvency proceedings in the UK, then the notices referred to in question 1 can be placed onto the ECLAIR.

Q3. Companies House has returned or rejected insolvency notices for companies registered outside of the EU? What must I do?

Please accept our apologies for this due to our misinterpretation of the Regulation. Where Companies House have returned or rejected insolvency notices, subject to question 1 and 2 above, you can send these to Companies House and we will place them onto the ECLAIR.

Notices that are required to be delivered to the Accountant in Bankruptcy alone do not need to be placed in the ECLAIR. For example liquidation proceedings conducted in Scotland under the Insolvency Act 1986 and the Insolvency (Scotland) Rules 1986 require some notices to be delivered to the registrar of companies and other notices to be delivered to the Accountant in Bankruptcy, as liquidation is devolved in Scotland. Insolvency practitioners would only need to send to Companies House notices required to be sent to the registrar and these would be placed onto the ECLAIR.

Any enquiries regarding this article should be directed towards Alun Howells Companies House Crown Way Cardiff CF14 3UZ, telephone: 029 2038 0184, email: ahowells@companieshouse.gov.uk

25. The Postal Administration (Scotland) Rules 2016: Notice for insolvency practitioners

The Postal Administration (Scotland) Rules 2016 came into force on 1 October 2016. Postal administration is a special insolvency regime specifically created for providers of the universal postal service who are at risk of insolvency. Royal Mail is the only designated provider of this service. The Rules detail the procedures to underpin the postal administration regime.

Please note that these Rules do not apply to England and Wales or Northern Ireland.

If you are an insolvency practitioner involved in a postal administration, you will need to use the forms listed in the table below and deliver them to the Registrar of Companies. These forms are set out in a schedule to The Postal Administration (Scotland) Rules 2016.

Information can be delivered to any Companies House office, although it is recommended that the following address is used:

Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF

LP - 4 Edinburgh 2 (Legal Post) or
DX ED235 Edinburgh 1

For more information about postal administration can be found using the following link:

[1] The Postal Administration (Scotland) Rules 2016

26. New rules, forms and identifiers

When the new Insolvency (England and Wales) Rules 2016 come into force on 6April 2017, the Registrar of Companies will introduce new forms. The forms will be in a new format and will contain a new identifier.

For example:

· Company Voluntary Arrangement Moratorium forms will be VAM

Examples - 1.11 and 1.12 will be VAM1 and VAM2 respectively and so on

· Company Voluntary Arrangement forms will be CVA

Examples - 1.1 and 1.2 will be CVA1 and CVA2 respectively and so on

· Administration forms will be AM

Examples - 2.12B and 2.16B will be AM01 and AM02 respectively and so on

· Receivership forms will be REC

Examples - 3.3 and 3.2 will be REC1 and REC2 respectively and so on

· Creditors/Members Voluntary Liquidation forms will be LIQ

Examples - 4.68 and 4.48 will be LIQ1 and LIQ2 respectively and so on

· Court Winding Up forms will be WU

Examples - F4.39and F9.4 will be WU01 and WU02 respectively and so on

The rule numbers, Act references and form titles will be retained.

The new forms are created in a format which complies with Government Digital Service guidelines and brings them in to line with other Companies Act forms that are delivered to the Registrar. The forms will be provided via Companies House on GOV.UK in PDF format and fields will be enabled so that they can be completed before printing.

Statement of Affairs schedule (Rules 3.32, 4.13, 6.2, 6.3, 6.5 and 7.41)

Insolvency practitioners should not send the schedule which includes the particulars of creditors who are consumers, employees or former employees of the company to the Registrar. This is to safeguard personal information from being publicly available on the register.

Email or telephone number (Rule 1.6 and 1.22)

The insolvency rules require appointment and termination forms to include contact details (either an email address or telephone number). As this information will appear on the public register, the Registrar advises practitioners to use business contact details rather than any personal details. The only way to remove any personal details will be by an order of court under section 1096 of the Companies Act 2006.

Addresses (Rule 1.21/1.22)

Office holders must provide their address for each insolvency case they are appointed over. For subsequent filings in the same insolvency case, the address should only be given if it has changed.

More than one insolvency practitioner appointed

Companies House insolvency forms will provide space for up to two practitioners’ details to be shown. Where there are more than two practitioners, we have created continuation pages to allow for additional details to be provided. Forms relating to the notice of an appointment will include a continuation page (i.e. Notice of appointment of an administrator). There is a continuation page for all other forms, called “continuation page, name and address of insolvency practitioner(s)”, which can be accessed separately.

A separate notice, however, is required for each insolvency practitioner where the notice relates to the cessation of their appointment (i.e. notice of vacation of office).

IP number

Where a specific rule includes a requirement for IP number to be provided, this is reflected in the new forms and should be completed.

Conversion from Administration to Creditors Voluntary Liquidation (Para 83(3), Schedule B1 Insolvency Act 1986)

When filing the “Notice of move from administration to creditors’ voluntary liquidation” under the new rules, a final progress report must be attached. This is a change from the old rules. Any notices of this type received without the final progress report will be rejected and the conversion will not take effect.

Notice of liquidator’s resignation in members and creditors voluntary liquidation (Rules 5.6 and 6.25)

In accordance with the Insolvency (England and Wales) Rules 2016, the Liquidator is released 21 days after delivery of the notice to the Registrar. This is a change to the current practice.

Transitions (Schedule 2 Insolvency Rules (England & Wales) 2016)

In many cases the Registrar will not be aware of the event that triggers the transition and therefore will accept filings from insolvency practitioners in good faith whether on old or new forms.

Limited Liability Partnerships (LLPs)

The insolvency legislative changes that come into force on 6 April 2017 do not affect LLPs. Current insolvency forms for LLPs will continue with no change.

27. EC Insolvency Regulation: filing with Companies House

On 26 June, the Insolvency Amendment (EU 2015/848) Regulations 2017 deliver new filing requirements to the Registrar for England & Wales, Scotland and Northern Ireland. Forms will be made available on GOV.UK.

Where there are insolvency proceedings in another member state and an undertaking is approved by creditors, insolvency practitioners are required to give notice to the registrar by filing:

England & Wales	Scotland	Northern Ireland	Form title
IE01	IE01(Scot)	IE01(NI)	Notice of approval of an undertaking by an office holder in respect of assets in another member state
IE02	IE02(Scot)	IE02(NI)	Notice of approval of an undertaking proposed by the member state liquidator to local creditors in the UK

Where companies are subject to an order opening group co-ordination proceedings, practitioners are required to give notice to the registrar by filing:

England & Wales	Scotland	Northern Ireland	Form title
IE03	IE03(Scot)	IE03(NI)	Notice of an order opening group co-ordination proceedings

Where there are insolvency proceedings in another member state, practitioners are required to notify the registrar where there is consent to the dissolution of a company by a member state liquidator, or where those proceedings have ceased. This should be done at the same time as sending the notice of final account prior to dissolution or early dissolution, and moving from administration to dissolution, which must be accompanied by either of the following forms:

England & Wales	Scotland	Northern Ireland	Form title
IE04	IE04(Scot)	IE04(NI)	Statement of insolvency proceedings in another member state with consent to dissolution
IE05	IE05(Scot)	IE05(NI)	Statement of insolvency proceedings in another member state without consent to dissolution

General enquiries may be sent to: lcross@companieshouse.gov.uk

28. Filing documents with Companies House close to the company's strike off date

Companies House has received queries from insolvency practitioners when their documents have been rejected because the company has been struck off before the documents were processed. In some cases the documents have been received on the day that the company has been struck off. No further documents can be accepted for filing once the company has been struck off, even if it is not yet dissolved. If strike off action has been suspended temporarily due to the receipt of an objection from a third party, practitioners should not rely on any objection remaining in place long enough for them to submit documents and for them to be registered. If the objection is withdrawn before documents are registered, the company could be struck off immediately which will prevent documents being accepted for filing.

Insolvency practitioners should note that receipt of a document by Companies House does not guarantee that it will be registered. It may take a number of days for the document to be examined and for a decision to be made as to whether the document is acceptable or not. It is not possible for us to identify forms for companies that are close to strike off and prioritise them due to the large volumes of mail received each day.

If practitioners are submitting documents in respect of a company which is close to being struck off, they may wish to consider making their own objection to the dissolution in order to prevent the company being struck off before documents are registered. Practitioners can do this even if strike off action has already been suspended temporarily by a third party. Any interested party can object to a company being struck off the register and dissolved. An objection can only be considered by the registrar once notification has been published in the Gazette showing the registrar’s intention to strike the company off the register at the expiration of two months. It is important to send any objection to the registrar at the earliest opportunity after publication of the Gazette notice and at least two weeks prior to the notice expiry date. More information about how to object to dissolution can be found here: https://www.gov.uk/government/publications/company-strike-off-dissolution-andrestoration/strike-off-dissolution-and-restoration#objecting-to-a-companys-dissolution

Insolvency practitioners may wish to sign up to our Follow service. Follow is part of our free Companies House Service (CHS) which lets practitioners receive email alerts of company transactions. The alert tells instantly what has been filed with us as soon as it has been accepted.

The email will contain a link to the filing history of the company where it is possible to download a copy of the document for free. Practitioners will also receive an alert when we remove a transaction. Practitioners can find out more about signing up for our Follow service on the following website:

https://www.gov.uk/government/organisations/companies-house/about-ourservices#follow

Quality of documents (This is currently one of our most common reasons for rejection)

Companies House scan the paper documents and forms it receives to produce an electronic image. We then store the original, paper documents and use the electronic image as the working document. When a customer searches the company record, they see the electronic image reproduced on-line. It is important not only that the original is legible, but that it can also produce a clear copy. Documents should be on A4 size, plain white paper with a matt finish. The text should be black, clear, legible, and of uniform density. All letters and numbers must be clear and legible throughout the document so that we can make an acceptable copy (this is currently one of our most common reasons for rejection). The following guidelines may help:

Use black ink or black type
Use A4 paper with a good margin
Photocopies can result in a grey shade that will not scan well
Make sure that all required information is shown on the pages when submitting attachments. We are receiving documents where part of the information is missing from the edges of the pages (particularly if the page was created in a landscape format)
Don’t send a carbon copy
Don’t use a dot matrix printer

Failure to follow these guidelines is likely to result in the document being rejected.

General enquiries may be sent to: bmorgan@companieshouse.gov.uk

29. The Housing Administration (England and Wales) Rules 2018

The Housing Administration (England and Wales) Rules 2018 will come into force on 5 July 2018:

http://www.legislation.gov.uk/uksi/2018/719/made/data.html

Housing administration is a special administration regime which applies to private registered providers of social housing. Where a provider becomes subject to Housing Administration and that provider is registered at Companies House the appropriate administration documents must be filed with us. Insolvency practitioners can use the administration forms introduced as part of the Insolvency (England and Wales) Rules 2016 with any necessary amendments, for example legislative references.

General enquiries may be sent to: pworrell@companieshouse.gov.uk

30. Filing Documents with Companies House

This article is being issued to assist insolvency practitioners in their filing requirements with the Registrar.

LIQ10 – Notice of removal of Liquidator by Court Order.

Resignation dates and form 600 appointment dates must reflect the correct date as per the Order of Court. There have been occasions when the dates have been based on the Court Seal date rather than the date on which the Order was granted.

LIQ03 – Notice of progress report in voluntary winding up.

Page 2 Section 6: Period of progress report must be completed.

LIQ02 - Notice of Statement of Affairs.

Page 2 Section 6: Please ensure the date on the form matches the statement of affairs attached.

Companies House creates images of documents received. Poor quality attachments can result in complaints and requests for clearer images. Further details on document quality were included in Dear IP 81.

There have been quite a few occurrences whereby form LIQ02 is accompanied by form 4.18 which relates to the date of the opinion formed by the liquidator, rather than form 4.19 statement of affairs.

Form 600 Notice of appointment of liquidator

Continuation sheets are only required if there is an additional liquidator who is not already detailed on the form.

AM22 Notice of move from Administration to Creditors Voluntary Liquidation

The move from administration to creditors voluntary liquidation takes place on the date of registration of the documents at Companies House (Schedule B1 Para 83(6)(b)). Registration of the documents cannot be backdated.

General enquiries may be sent to enquiries@companies-house.gov.uk

31. Insolvency of Further Education and Sixth Form College Corporations

The Further Education Bodies (Insolvency) Regulations 2018 come into force on 31 January 2019.

Insolvency of further education and sixth form college corporations that are limited companies

Insolvency practitioners will use the appropriate forms as listed on the Companies House website.

Insolvency of further education and sixth form college corporations that are not limited companies

From 31 January 2019, insolvency practitioners who are appointed over Further Education and sixth form college corporations that are not limited companies will be required to file insolvency documents with Companies House.

All documents that inform Companies House of the commencement of insolvency (for example AM01, notice of appointment of administrator, or a special resolution to wind up) must be accompanied by a form FE01, Notice of insolvency proceedings for a further education or sixth form college corporation. This will be available on the Companies House website. Companies House will not accept these documents without form FE01.

Form FE01 will enable Companies House to create a record for the further education or sixth form college corporation and will be publicly available. Companies House will create a unique identifying number against which the attached insolvency documents will be registered. As the unique number will not be generated until the documents have been examined and are acceptable for registration, the company number element of the initial insolvency documents must be left blank.

Once the unique number is generated, Companies House will issue it to the insolvency practitioner. This number must be used on all subsequent insolvency filings.

Existing insolvency forms on the Companies House website should be used, with the appropriate amendments to the legislative references.

Education Administration

The Education Administration (England and Wales) Rules 2018 also come into force on 31 January 2019.

The Rules make provision for a special Administration Regime for both limited companies and Further Education or sixth form college corporations that are not limited companies. The same rules apply as set out above.

Existing Administration forms on the Companies House website should be used, with the appropriate amendments to the legislative references.

General enquiries may be sent to enquiries@companies-house.gov.uk

32. The Insolvency (Scotland) (Receivership and Winding up) Rules 2018 and The Insolvency (Scotland) (Company Voluntary Arrangement and Administration) Rules 2018

The Scottish Rules 2018 come into force on 6 April 2019. From this date, Companies House will take ownership of the majority of insolvency forms that are required to be delivered to the registrar. The forms will be available on the Companies House website.

They will follow the same design as the forms which are filed under The Insolvency (England and Wales) Rules 2016. A more detailed communication will be issued nearer the implementation date.

General enquiries may be sent to enquiries@companies-house.gov.uk

33. Administrator’s proposals: Additional content

Insolvency practitioners are reminded that the names and addresses of former employees, or consumers claiming amounts paid in advance, must not be submitted to Companies House with any insolvency filings under Rule 3.35(4) and Rule 3.35(5) of The Insolvency (England and Wales) Rules 2016.

We are aware of incidents where names and addresses of individuals, which is personal information, have been included on a creditor’s list and submitted to Companies House.

General enquiries may be sent to enquiries@companies-house.gov.uk

34. The Insolvency (Scotland) (CVA and Administration) Rules 2018 and The Insolvency (Scotland) (Receivership and Winding Up) Rules 2018

On 6 April 2019, The Insolvency (Scotland) (CVA and Administration) Rules 2018 and The Insolvency (Scotland) (Receivership and Winding Up) Rules 2018 will come into force in Scotland.

From this date the Registrar of Companies in Scotland will introduce new forms. The forms will be in a new format and will contain a new identifier.

For example:

· Company Voluntary Arrangement Moratorium forms will be VAM(Scot)

Examples - 1.11(Scot) and 1.12(Scot) will be VAM1(Scot) and VAM2(Scot) respectively and so on

· Company Voluntary Arrangement forms will be CVA(Scot)

Examples - 1.1(Scot) and 1.2(Scot) will be CVA1(Scot) and CVA2(Scot) respectively and so on

· Administration forms will be AM(Scot)

Examples - 2.12B(Scot) and 2.16B(Scot) will be AM01(Scot) and AM02(Scot) respectively and so on

The new forms are created in a format which brings them in to line with other Companies Act forms that are delivered to the Registrar of Companies. The forms will be provided via Companies House on GOV.UK in PDF format

Statement of Affairs schedule

Insolvency practitioners should ensure they do not send the schedule which includes particulars of creditors who are consumers, employees or former employees of the company to the Registrar. This is to safeguard personal information from being publicly available on the register. It is the insolvency practitioners responsibility to remove this schedule prior to sending it to the Registrar.

Email or telephone number

The insolvency rules require appointment and termination forms to include insolvency practitioner contact details (either an email address or telephone number). Practitioners should be aware that this information will appear on the public register and therefore it is advised business contact details are provided rather than any personal details. The only way to remove any personal details will be by an order of court under section 1096 of the Companies Act 2006.

Addresses

Office holders must provide their address for each insolvency case they are appointed over. For subsequent filings in the same insolvency case the address should only be given if it has changed.

Where more than one insolvency practitioner is appointed

Companies House insolvency forms will provide space for up to two insolvency practitioner’s details to be shown. Where there are more than two practitioners, Companies House have created continuation pages to allow for additional insolvency practitioner details to be provided. Forms relating to the notice of an appointment will include a continuation page (i.e. Notice of appointment of an administrator). There is a continuation page for all other forms, called “continuation page, name and address of insolvency practitioner(s)”, which can be accessed separately.

A separate notice however is required for each insolvency practitioner where the notice relates to the cessation of their appointment (i.e. notice of vacation of office).

IP number

Where a specific rule includes a requirement for the IP number to be provided, this is reflected in Companies House insolvency forms and the information should be completed by the insolvency practitioner.

Conversion from administration to CVL (Para 83(3), Schedule B1 Insolvency Act 1986)

When filing the “Notice of move from administration to creditors’ voluntary liquidation” under the new rules a final progress report must be attached. This is a change from the old rules. Any notices of this type received without the final progress report will be rejected and the conversion will not take effect.

Notice of liquidator’s resignation in members and creditors voluntary liquidation (Rules 3.5 and 4.23)

In accordance with The Insolvency (Scotland) (Receivership and Winding up) Rules 2018, the Liquidator is released 21 days after delivery of the notice to the Registrar of Companies. This is a change to the current practise.

Transitional arrangements

In many cases the Registrar of Companies will not be aware of the event that triggers the transition and therefore will accept filings from insolvency practitioners in good faith whether on old or new forms. It is the responsibility of insolvency practitioners to ensure they comply with the transitional arrangements.

Limited Liability Partnerships (LLPs)

The insolvency legislative changes that come into force on 6 April 2019 do not affect LLPs. Current insolvency forms for LLPs will continue with no change.

General queries may be sent to enquiries@companieshouse.gov.uk

35. The Insolvency (Scotland) (CVA and Administration) Rules 2018 and the Insolvency (Scotland) (Receivership and Winding Up) Rules 2018

The above legislation was implemented on 6 April 2019.

Insolvency practitioners are reminded that the forms for filing information with the Registrar of Companies for Scotland can be found on the Companies House website. These forms must be used when filing statutory information with the Registrar.

The forms are designed around standard content, with the intention of making them clearer for presenters to fill in and to minimise rejections. To provide consistency, the new forms have been included in Registrar’s Rules, alongside the England and Wales versions.

The Accountant in Bankruptcy (AiB) has confirmed that it will accept Companies House forms, where there is a requirement to file with both Companies House and AIB, as the statutory forms must be delivered to the registrar. Insolvency practitioners do not need to complete separate forms for both offices. This is set out on the Companies House and AiB websites.

General queries may be sent to enquiries@companieshouse.gov.uk