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RE Companies Act 2006, Part 26 Reconstructions & Amalgamations,

Customer Question

RE Companies Act 2006, Part 26 Reconstructions & Amalgamations, s.900

[900 Powers of court to facilitate reconstruction or amalgamation: 
http://www.legislation.gov.uk/ukpga/2006/46/section/900 ]


Context: 

• Limited company goes inactive and waits to be struck-off the register. 

• The director sets up as a Small Trader and transfers all business operations to the new venture from the Ltd. company; offering the same services, employing the same staff, from the same premises, with the same company name bar "Ltd".  

• The Ltd. company is dissolved, cc. 3 months later due to "non-compliance".  

• The former-director continues trading as a Sole Trader.

• A Claimant, in the middle of pursuing a claim against the Ltd. company for non-payment of wages for services rendered, is told that the Defendant officially no longer exists.  The Claimant submits an N244 requesting "To make an order pertaining to s.900 of the Companies Act 2006 for the amalgamation of the dissolved company [name] and the currently trading business [name] and the subsequent transference of liabilities from the transferor company to the transferee company; thus making provision for the continuation of legal proceedings against the transferor company."

• The (District) Judge is informed by the Defendant's solicitor that the above is correct, i.e., that the former-director has continued trading as a Sole Trader and as the [name of Ltd. company bar "Ltd."]

• The Claimant's application is unsuccessful and there is no transference of liabilities or amalgamation.


Question:  Why was the Claimant unsuccessful?  Was it anything to do with the 'level' of the Judge (i.e. District).  Is there any grounds for appeal?  

- Many thanks.
Submitted: 2 years ago.
Category: Law
Expert:  Nicola-mod replied 2 years ago.
Hello,

I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.

I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.

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Customer: replied 2 years ago.
Yes, I'll wait.
Expert:  Nicola-mod replied 2 years ago.
Hello,

We will continue to look for a Professional to assist you.

Thank you for your patience,
Nicola
Expert:  Alex J. replied 2 years ago.
Hi

Thank you for your question and welcome.

My name is AJ and I will assist you.

The application failed because there was no compromise or arrangement of the creditors in accordance with s899 of be Companies Act 2006- from what has been described.

What should be done is the creditor should object to the striking off of the company and then seek to hold the sole trader personally liable for the company debts under s216 of the Insolvency Act 2006 based on the prohibition of the re use of company names.

Can I be of any further assistance?

Kind regards

AJ

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