Glossary | Silke & Co Limited

Glossary

This is a brief explanation of some of the terms you may come across in insolvency proceedings. Please note that this glossary is for general guidance only. Many of the terms have a specific technical meaning in certain contexts that may not be covered here.

Administration order :  An order made in a county court to arrange and administer the payment of debts by an individual; or an order made by a court in respect of a company that appoints an administrator to take control of the company. A company can also be put into administration if a floating charge holder, or the directors or the company itself file the requisite notice at court.

Administrative receiver : An IP appointed by the holder of a debenture that is secured by a floating charge that covers the whole or substantially the whole of the company’s assets. The IP’s task is to realise those assets on behalf of the debenture holder.

Administrative receivership:  The process where an insolvency practitioner is appointed by a debenture holder (lender) to realise a company’s assets and pay preferential creditors and the debenture holder’s debt. The right of a debenture holder to appoint an administrative receiver has been restricted by the Enterprise Act 2002.

Administrator:  An IP appointed by the court under an administration order or by a floating charge holder or by the company or its directors filing the requisite notice at court.

Annulment:  Cancellation.

Assets : Anything that belongs to the debtor that may be used to pay his/her debts.

Bankruptcy restrictions order or undertaking:   A procedure was introduced on 1 April 2004 whereby a bankrupt who has been dishonest or in some other way to blame for their bankruptcy may have a court order made against them or give an undertaking to the Secretary of State which will mean that bankruptcy restrictions continue to apply after discharge for a period of between two to fifteen years.

Charge:  Security interest taken over property by a creditor to protect against non-payment of a debt (such as a mortgage).

Company Directors Disqualification Act 1986:  An Act of Parliament about the disqualification of directors.

Compulsory liquidation: Winding up of a company after a petition to the court, usually by a creditor.

Contributory: Every person liable to contribute to the assets of a company if it is wound up. In most cases this means shareholders who have not paid for their shares in full.

Creditor:  Someone owed money by a bankrupt or company.

Debenture: A document in writing, usually under seal, issued as evidence of a debt or the granting of security for a loan of a fixed sum at interest (or both). The term is often used in relation to loans (usually from banks) secured by charges, including floating charges, over companies’ assets.

Director:   A person who conducts the affairs of a company.

Disqualification:   A procedure whereby a person has a court order made against them or gives an undertaking to the Secretary of State which makes it an offence for that person to be involved in the management or directorship of a company for the period specified in the order (unless leave has been granted by the court).

Dividend:  Any sum distributed to unsecured creditors in an insolvency.

Fixed charge:   A charge held over specific assets. The debtor cannot sell the assets without the consent of the secured creditor or repaying the amount secured by the charge.

Floating charge :  A charge held over general assets of a company. The assets may change (such as stock) and the company can use the assets without the consent of the secured creditor until the charge “crystallises” (becomes fixed). Crystallisation occurs on the appointment of an administrative receiver, on the presentation of a winding-up petition or as otherwise provided for in the document creating the charge.

Guarantee:  An agreement to pay a debt owed by a third party. It must be evidenced in writing for it to be enforceable.

Liquidator:  The Official Receiver or an insolvency practitioner appointed to administer the liquidation of a company or partnership.

Member (of a company):   A person who has agreed to be, and is registered as, a member, such as a shareholder of a limited company.

Nominee:    An IP who carries out the preparatory work for a voluntary arrangement, before its implementation.

Officer (of a company):  A director, manager or secretary of a company.

Official Receiver:  An officer of the court and civil servant employed by The Insolvency Service, who deals with bankruptcies and compulsory company liquidations.

Person:   An individual or corporation.

Petition:  A formal application made to a court.

Preferential creditor:  A creditor who is entitled to receive certain payments in priority to floating charge holders and other unsecured creditors. These creditors include occupational pension schemes and employees.

Proof of debt:  A statutory form completed by a creditor in a compulsory liquidation to state how much is claimed. The form is supplied by the Liquidator.

Provisional liquidator:  Official Receiver/Insolvency Practitioner appointed to preserve a company’s assets pending the hearing of a winding up petition.

Proxy:  Instead of attending a meeting, a person can appoint someone to carry out or go and vote in their place – a ‘proxy’.

Proxy form:  Form that must be completed if a creditor wishes to vote or appoint someone else to represent him or her at a creditors’ meeting and vote on his or her behalf.

Public examination:   When a company is being wound up or in bankruptcy proceedings, the Official Receiver may at any time apply to the court to question the company’s director(s) or any other person who has taken part in the promotion, formation or management of the company or the bankrupt.

Realise:  Realising an asset means selling it or disposing of it to raise money, for example to sell an insolvent’s assets and obtain the proceeds.

Receiver:  The commonly used name for an administrative receiver. The term can also mean a person appointed by the court or with the power to receive the rents and profits of property. Receivers who are not administrative receivers do not need to be insolvency practitioners.

Receivership:  A company in administrative receivership is often said to be “in receivership”.

Rescission:  A procedure that cancels a winding-up order.

Release:  The process by which the Official Receiver or an insolvency practitioner is discharged from the liabilities of office as trustee/liquidator or administrator.

Secured creditor:   A creditor who holds security, such as a mortgage, over a person’s assets for money owed.

Shadow director:  A person who, without being formally appointed, gives instructions on which the directors of a company are accustomed to act.

Statement of affairs:   A document sworn under oath, completed by a bankrupt, company officer or director(s), stating the assets and giving details of debts and creditors.

Supervisor:   An Insolvency Practitioner appointed to supervise the carrying out of a company voluntary arrangement.

UNCITRAL:  United Nations Commission on International Trade Law.

Unsecured creditor:  A creditor who does not hold security (such as a mortgage) for money owed. Some unsecured creditors may also be preferential creditors.

Voluntary liquidation:  A method of liquidation not involving the courts or the Official Receiver. There are 2 types of voluntary liquidation – members’ voluntary liquidation for solvent companies and creditors’ voluntary liquidation for insolvent companies.

Winding up order:  Order of a court, usually based on a creditor’s petition, for the compulsory winding up or liquidation of a company or partnership.

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