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Dissolved company -

I know this isn't an investment question, please feel free ignore,  but there are some very knowledgable people on here and I would appreciate their comments.
Say my company supplied goods to company A on credit
Company A "dissolves" and resurfaces as same operation, same directors, but under a different name/registration number, as company B. (AFAIK company A not bankcrupt or liquidated, just dissolved as part of a re-organisation)
Legally who would we pursue for our losses, or has this company done all the right things to walk away scott free from their prior obligations

Comments

  • bowlhead99
    bowlhead99 Posts: 12,295 Forumite
    Part of the Furniture 10,000 Posts Name Dropper Post of the Month
    You can apply to the courts to reinstate the dissolved company (https://www.gov.uk/claiming-money-or-property-from-dissolved-company/restore-company-court-order) and if the claim is successful, you could then start to follow a legal process to assert your rights (e.g. to be paid for the goods).  HMRC sometimes un-dissolve companies if they think people are scarpering and taking money out of the business without it paying its proper taxes etc. 

    But if the entity doesn't have any assets after it un-dissolves, getting a court judgement that it definitely owes you the money (after first getting the un-dissolving approved) may be somewhat fruitless, because your threat of putting it into bankruptcy if they don't pay up might not be something it's worried about. 

    In theory directors can be on the hook for unlawfully trading and barred from being a director, shareholders may need to give back their capital distributions if they were not proper etc, but maybe the company spent the money it owed you for goods on paying its rent and staff salaries and simply can't afford to pay you... even though another business that now trades from its premises can be doing the same line of work if the business is not particularly complex. Sometimes you just have to give it up as a lost cause.  It has to be said that people do not generally like the idea of a company phoenixing into something else and carrying on, having dodged the debts with limited liability for the shareholders - but holding them to account can be difficult.

    Depending on sums involved, see a solicitor rather than hope for a lifeline from some anonymous contributor on a forum.
  • Albermarle
    Albermarle Posts: 25,878 Forumite
    10,000 Posts Sixth Anniversary Name Dropper
    You need to be sure that the company A did not go into Administration and was then immediately sold to the original owners by the Administrators. A so called pre pack administration. This is a perfectly legal process if done properly and it means your debt is now with 'Company A in Administration' , although as an unsecured creditor it is unlikely you will get anything significant back.
    If this is definitely not the case then Bowlheads comments apply .
  • Thrugelmir
    Thrugelmir Posts: 89,546 Forumite
    Part of the Furniture 10,000 Posts Name Dropper Photogenic
    Did you supply the goods under reservation of title terms? 
  • The Directors of company A have a duty to trade responsibly. If it was solvent when it made the order with you and accepted your goods/services then company A should pay you. If it was not solvent then why did the Direcors trade with you? Might be construed as wrongful or fraudulent trading - see: https://www.companyrescue.co.uk/guides-knowledge/guides/wrongful-trading-and-fraudulent-trading-explained-3742/.

    If the sum is significant and you fancy a bit of sport then a solicitor's letter to company A's Directors explaining their personal obligations arising from company A's demise together with possible restrictions on holding future directorships may have a positive impact for you.

  • Albermarle
    Albermarle Posts: 25,878 Forumite
    10,000 Posts Sixth Anniversary Name Dropper
    The Directors of company A have a duty to trade responsibly. If it was solvent when it made the order with you and accepted your goods/services then company A should pay you. If it was not solvent then why did the Direcors trade with you? Might be construed as wrongful or fraudulent trading - see:

    Having been through the experience of a few customers going bust/unable to pay , the argument usually is that they were still solvent ( just) when they placed the order, but situation had gone downhill  when it came time to pay for it. 

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