This Quickguide explains the two most common forms to bring a solvent company's life to an end and explains the processes involved in each, as well as in which circumstance which option may be best suited.
Strike-off or members' voluntary liquidation?
When a company has fulfilled its economic purpose or a group of companies wishes to consolidate its structure, there are two main options available to bring a solvent company to an end:
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our market-leading London Technology Companies Group (TCG), with contributions from other practice members. Our Band 1 ranked London TCG team closed over 320 growth financings and tech M&A deals totalling US$9.76bn in 2022 and has dominated the European venture capital tech market for 7 years in a row (PitchBook, FY 2022).
OLG Schleswig, Beschluss v. 21.02.2023 – 2 Wx 50/22
Bei Eintragung einer neu gegründeten GmbH wird insbesondere auf die Einhaltung gläubigerschützender Vorschriften geachtet. So auch bei der Offenlegung des Gründungsaufwands, der Gesamtbetrag sowie die einzelnen Posten sind in der Satzung anzugeben.
Sachverhalt
In In re Global Cord Blood Corp., 2022 WL 17478530 (Bankr. S.D.N.Y. Dec. 5, 2022), the U.S. Bankruptcy Court for the Southern District of New York denied without prejudice a petition filed by the joint provisional liquidators for recognition of a "winding-up" proceeding commenced under Cayman Islands law.
Alexandros Kontogeorgiou and Georgia Papathanasiou, Kontogeorgiou Bakopanou & Associates Law Firm
This is an extract from the 2023 edition of GRR's Europe, Middle East and Africa Restructuring Review. The whole publication is available here.
Arbitration
Jurisdiction is a power of the state that is exercised through its courts. However, parties to a legal relationship may, under certain conditions, choose to submit the resolution of disputes to natural persons called arbitrators, rather than to the state's jurisdiction, through a mutual agreement.
Corporate insolvency in BVI is governed by the Insolvency Act, 2003 (as amended) and the Insolvency Rules, 2005 (as amended). These laws are closely based on the English Insolvency Act 1986. There are a number of insolvency regimes available.
KARL CLOWRY, SEÁN MCGUINNESS, AND AZIZ ABDUL LOOK TO THE LESSONS FOR SHAREHOLDERS, CREDITORS AND ADMINISTRATORS FROM THE FIRST CREDITOR LED RESTRUCTURING PLAN.
The Good Box Co Labs Limited (in Administration) case demonstrates once more the viability of the process for the mid-market and continues a trend of RPs being used by a determined creditor / shareholder constituency to rescue an equity investment within an existing corporate group. In short, the mid-market RP is still a highly situational, albeit flexible, tool."
In a recent judgment (Durose & Ors v Tagco BV & Ors [2022] EWHC 3000 (Ch)), the Court was asked to decide whether the actions of a private equity investor demonstrated "unfair prejudice". In this insight we cover what steps companies should take in light of the Court's ruling.
Gawain Moore, Ashley Armitage and Oliver Wheeler discuss the sanctioning by the Business and Property Courts in Leeds of the first creditor-led Part 26A restructuring plan.