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Who Are National Company Rescue and Atherton Corporate?

We are Company Rescue and Not National Company Rescue! National Company Rescue are offering a solution to your issues by offering to buy your insolvent companyDoes this sound too good to be true?The actual process is legal as there is nothing stopping anyone from buying an insolvent company in the hopes of turning it around.  However, if the correct course of action is that it should be liquidated, as the debts could never be paid back from current trading, then you have to think why would they do it?!Why take on the debt and the hassle?  They will of course most likely allow the company to be wound up eventually by a creditor. In addition any employees of the company will not get any redundancy paid for by the government which would be the case if it was closed properly by a legitimate insolvency process.  Bear in mind that just resigning as a director of a company does not mean that any resposibility for what happened in the past is just wiped away. You could still be disqualified or made personally liable for any of the debts if you have not acted properly.  In addition, under the Insolvency Act 1986, when a company is insolvent the directors have a duty to act in the best interest of the creditors.  If you pay someone to take it off your hands are you actually acting in the best interest of the creditors or yourself?  It is questionable to be sure, and there may be action against you down the road when the company is eventually wound up by the court. Insolvency Practitioners are licensed and under the regulations they have to act in the best interest of creditors.Be very wary if you somehow manage to keep the assets of the company without paying for them.  This can be what is deemed as a "transaction at an undervalue" and can be reversed up to 2 years later by a liquidator.Also what about a preference?  If you pay back some monies to a family friend instead of HMRC or BBL then again that can be reversed or voided at a later date.It goes without saying that selling the company will not absolve you of any personal guarantees that you gave on behalf ot the company.What if you owe the company money?  The new directors will pursue you for the debt.  Directors responsibility under law, if the company is insolvent, is to act in the best interest of creditors.  So they may pursue you personally for the debt.  Many directors are not aware that they owe the company money.  If you have paid yourself drawings and not via PAYE and now the company is insolvent it is highly likely that you owe tax that the company has to pay.  More on overdrawn directors loan accounts hereUltimately these sort of schemes and legal gymnastics carry risk. Insolvency is highly regulated and there are no shortcuts.Do you want to take the risk and give your money to a firm that is unregulated by any professional body?Update 5th February 2025​https://www.edinburghlive.co.uk/news/edinburgh-news/quiet-scottish-home-centre-dodgy-30937528​ Update 7th January 2025New directors of companies sold by Atherton Corporate banned.  https://www.gov.uk/government/news/nine-year-ban-for-director-of-more-than-400-companies-after-he-repeatedly-undermined-the-insolvency-regime​Update: 4th November 2024Investigation by the Times NewspaperUpdate: 16th July 2024As expected the Insolvency Service has issued a winding up petition, in the public interest, to shut down Atherton Corporate UK Ltd that operate the website nationalcompanyrescue.co.ukSee below for another company claiming to be able to "buy your insolvent business"https://www.r3.org.uk/technical-library/recovery/recovery-news/more/32146/page/1/insolvency-service-calls-for-help-after-fake-ip-shut-down/

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Who Are National Company Rescue and Atherton Corporate?
private school building

Close Or Rescue Our Private School – What Are The Options?

Running a private school is very similar to running any business in that it suffers commercial pressures. however, its charitable status does mean it has obligations and benefits not experienced by other businesses.If a school encounters financial difficulties and becomes insolvent, then the directors/trustees have a duty to act in the best interests of creditors, just like any other company director.  Of course, any parent who has already paid school fees, before a school closes and the pupil has not finished the term, are in fact creditors. So why might a private school become insolvent? Falling Pupil Numbers Fewer pupils mean less revenue, which can significantly impact the school's budget.  Numbers of pupils can fall for all sorts of reasons ranging from changes in population demographics, family budgets being strained and even the prevailing political mood. In the current election campaign to July 4th 2024, the Labour Party have said they will impose VAT on school fees, from day one, if elected.  This could lead to a 20% increase in fees, if schools chose to pass the VAT on to customers. In addition, there is prospect of having to pay business rates on their premises.  High Operating Costs: Salaries, facility maintenance, and utilities can become unsustainable if not managed well.  Many private schools have quite old buildings, and their maintenance costs can be disproportionately high.  Recent expansion of the facilities can also mean greater costs. Increased Competition: Competing with other private and public schools can reduce the number of new pupils joining the school. Taking on too much debt: Capital and interest payments on loans and other debts become more of a cost burden after the last two years of increases in interest rates. Insufficient Fundraising: Lack of successful fundraising efforts can limit additional revenue sources. Poor financial Management: This is the most common reason for business failure as management do not realise the extent of the problems until it is too late.  What options are available to private schools? Creditors Voluntary Liquidation If your school is facing legal threats and you don’t believe it is viable, even if you could extend payment terms, then creditors voluntary liquidation could be the correct course of action.  A liquidation will require a licensed insolvency practitioner to oversee the process.  Once you appoint a liquidator then they will put together a statement of affairs on the school that sets out the financial position.  They will ask the creditors to agree to their appointment and then will set about selling assets to try and repay creditors.  As part of the process an investigation is carried out into the directors conduct and on the reasons for the failure.A creditors voluntary liquidation is preferable to being wound up via the Court through compulsory liquidation. The Court process can be led by a disgruntled creditor like HMRC as the bank may freeze the accounts the moment a winding up petition is presented which would cause unprecedented difficulties for the school and its pupils.If the school could be rescued as there is a viable business, but historic debt is dragging it down then either an administration or a company voluntary arrangement could help save it. A company voluntary arrangement (CVA) A CVA may be appropriate if the school has significant unsecured debts i.e. to HMRC/suppliers. This is a powerful way to restructure HMRC debt, write off significant unsecured debt  whilst servicing secured bank debt. See our guide here to CVAs Administration An administration is a powerful process in that it places a moratorium around the company that prevents both secured, and unsecured creditors, from taking legal action to wind the school up via a court led compulsory liquidation.   This breathing space can allow the school to raise additional finance or maybe be sold to a third party.  Issues to be aware of! It is obvious that if a private school is faced with closure there are going to be a lot of worried parents and children.  So, communication is key.  In any rescue scenario if rumours surface of closure, then it is likely that any turnaround will be difficult if parents start pulling children out of the school.  We can help directors and/or trustees draft appropriate wording in communications and offer support throughout the process.

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Close Or Rescue Our Private School – What Are The Options?
scottish flag

Winding Up Petititions In Scotland

We are a Scottish registered company, and a creditor has threatened a winding up petition. Is the procedure in Scotland different to that in England? Yes. If a creditor issues a winding up petition your options are even more limited than in England. The reason is to do with the advertisement of the petition. When can a creditor wind up a Scottish company?A creditor is owed £750 and has failed to pay even after having recieved a statutory demand giving 21 days to pay. The court is satisfied that the company is unable to pay its debts as they fall due, or that the value of the company’s liabilities (including contingent liabilities) exceeds the value of its assetsIf the company has less than £120,000 of share capital the petition is presented at the local Sheriff Court. Winding up petitions against companies with paid up share capital in excess of £120,000 are presented at the Court of Session in Edinburgh.To summarise, in England after the Winding Up Petition has been served, advertising cannot take place for seven days. (Please note that for the Petition to proceed it must be advertised no less than 7 days after service and at least 7 days before the Hearing). It is the advertising that can be the end of the company. Banks have a continual watching brief on the Gazette, where it is advertised. Once advertised they will almost certainly freeze the company's bank account, often the end of the company.The reason behind the freezing is logical. If the WUP is ultimately granted, any dispositions which took place after the service of the Petition can be claimed by a liquidator as void, or voidable. This is because the legislation allows the Liquidator to claim back any monies paid out which he or she determines were not in the interest of creditors as a whole. In that event, the bank will be required to repay any such dispositions (payments).The freezing of the account itself is not a legislative requirement as such, it is merely a mechanism used by the banks to protect their position against possible claims by the Liquidator.In Scotland however:The Winding Up Petition dates from the presentation of the Petition at the court offices; when it is lodged. At this point a First Order is given. This First Order is the authority to serve and advertise. At the same time, it is ‘Walled’. This is the damaging part! Walling literally means the the Notice is pinned to the Court notice board for all to see...including the company’s bank! What do the bank do on spotting the walled petition? Freeze the bank account...immediately!Whilst the respondent has 8 days to lodge defences,  there is NO delay period for advertising- the Petition is advertised at the same time as service and, more damagingly, it is Walled immediately. So in this case, if the bank has spotted this (and they will...remember they hold a watching brief on all wallings) and frozen the bank account, how would a director or board of directors manage to pay staff, pay suppliers for on-going stock, or pay lawyers and advisors to help prepare an answer to the petition and a CVA proposal? Sadly the answer is often, they cannot and the company is fatally damaged by this knock out blow and not even make it to the lodgement of answers resulting in an Interim Liquidator being appointed by the Court, leading to Liquidation.One unfortunate side effect of this loss of grace period is that a petition may be issued maliciously and so damage the company. We advise clients in Scotland to lodge a caveat in both their local Sheriff court and the Court of Session.The effect of the caveat is that the court is required to notify the party who has lodged the caveat of the intention to proceed with the Winding Up. Then a Hearing will be fixed. If it is in a busy Sheriff court then the hope is that the Hearing might be a few weeks off. In a less busy court the opposite is the case.  The important point is that some notice is given which will allow directors the opportunity to prepare answers and a proposal to put to creditors for the repayment of debt over time while the bank account is operational. This is obviously vital for the company to continue to trade during this time.A WUP can be the death knell for any company, especially so in Scotland so it is vital to lodge caveats, as a matter of course, and act quickly if you sense a petition may be about to be served. Often there is a solution – the trick is to apply it before a Petition is lodged.So if you feel under threat then DO NOT DELAY and talk to Eirlys Lloyd our expert advisor on these matters on 0131 242 0081 or 08009700539 

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Winding Up Petititions In Scotland
law books

CVA Case Law Created By A KSA Client – Thomas Vs Ken Thomas Ltd

Thomas Vs Ken Thomas Ltd and the Court of Appeal upheld our clients position.  The case can be summarised as below: The Court of Appeal’s decision in Thomas v Ken Thomas Limited highlights a significant aspect of the landlord-tenant relationship concerning the appropriation of payments made by a tenant in arrears and where a CVA is proposed. Here’s a summary: Key Issue:The case dealt with whether a landlord can appropriate (allocate) a tenant’s payment towards rent for a period other than the one specified by the tenant. The court examined the implications of accepting payments from a tenant who has specified the payment to cover rent for a particular – in this case one month in advance - period. Facts:Ken Thomas Limited, was a medium sized loss making haulage contractor requiring a turnaround. It approached KSA to oversee a CVA led restructure. It leased over 1million square feet of logistics premises  from Mr. Thomas but fell into rent arrears and became insolvent. It proposed to enter into a Company Voluntary Arrangement (CVA).  During the CVA construction/ preparatory period, our KSA operations director, Iain Campbell agreed with the landlord that the tenant would pay future rent on the first day of each month for that month, whilst arrears were frozen. This was agreed in writing with the company and the landlord. The company offered to pay the monthly rent for December and subsequently for January, specifying the allocation of these payments. Mr. Thomas, however, unilaterally applied these payments to previous arrears and claimed the company was in breach of the lease and sought forfeiture action in the Norwich County Court, which was granted. Decision:The Appeal Court ruled in favour of Ken Thomas Limited, finding that Mr. Thomas had waived his right to forfeit the lease by accepting payments specified for December and January rent, thereby binding himself to the tenant’s appropriation of the rent funds. The court emphasised that a landlord must refuse or return the payment if they disagree with the appropriation specified by the tenant, to avoid waiving their right to forfeit the lease for non-payment.Legal Principle:The case underscores the principle of appropriation in the landlord-tenant context, stating that a tenant can decide how their payments are to be allocated if specified. Absent such specification, the landlord could choose the allocation. Implications:This judgment highlights the importance for landlords to understand the implications of accepting payments from tenants in arrears. It illustrates the need for landlords to be clear about their commercial objectives and the potential consequences of accepting payment against the backdrop of a breach of covenant. The case also led to the common practice of including ‘no waiver’ clauses in leases to protect landlords from inadvertently waiving their rights to remedies for breaches by accepting rent payments. Looking at this case some 15 years later we remember how difficult it was but the company had its CVA accepted by creditors with KSA leading the restructuring project. Our more recent cases are highlighting that many landlords premises are “overrented” post Covid and may need to either be exited using the CVA or have the rent varied by a well written CVA.  We are currently working with haulage and logistics companies recruitment companies, software/tech companies, manufacturing companies and retailers to assist them to reduce fixed costs like rent. If you are a tenant of a commercial premises and your business  needs to restructure, or is considering exiting the lease to support cashflow then you need expert advice. It could be a CVA is the appropriate tool to use. KSA Group helped create the above case law  so you can be sure we know a thing or two about CVAs and properties.

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CVA Case Law Created By A KSA Client – Thomas Vs Ken Thomas Ltd

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