Advice on ceasing trading

stuckinarut

Free Member
Apr 12, 2012
24
1
I have a Ltd Company that I am thinking of ceasing trading. Don't want to involve insolvency practitioners due to expense.

Ltd company been going a couple of years, self and wife directors, goodwill brought into company when started from previous sole trader/partnership of same name (same principals), but much remains unpaid (in directors' loan accounts so I assume we could argue that any rights with respect to goodwill are still ours and not the Ltd company's?).

Turnover has fallen, but business still viable if I could get rid of staff (main overhead outside of rent, rates and energy), but this will cost me thousands in redundancy due to their length of service, which I don't want to put in.

Cash flow wise, it's hand to mouth (and has been for 2 years), but we're managing apart from VAT and right now the company could probably clear all creditors and staff wages this month (but not one month's VAT). PAYE up to date.

I have had payment terms in past (1 year ago)from HMRC for both VAT and PAYE and they're not a pleasant bunch. Not sure they'd be so understanding anoher time round.
We have very few assets of any worth (old furniture, old computers, nothing else - not sure of value in books). No liabilities, overdrafts, loans (other than directors')
Can anyone see any holes/dangers in the following plan?

Cease trading as a Ltd company as soon as possible, but start trading under same name at same address as a sole trader/partnership - i.e. cease ABC Ltd and start ABC. This would save complications and expense - reputation, company name awareness, website and literature, etc. Naturally, I would remove any references to being a limited company.
Stay in my current rented premises (no problems with landlord).

Possibly re-employ one or two members of the old staff - new contracts or make self-employed?

New bank account - would you advise I use the same bank as the Ltd company (also my private banker) or a different bank?

Tell clients we are now a sole trader/partnership and continue business as usual. If asked, say it's for tax reasons.

I don't anticipate any bailiffs calling to collect debts because I hope there won't be any. However, if there were, could I prevent bailiffs trying to recover assets (very few and little value) by 'selling' them before ceasing trading to me or a friendly third party?

All being well (hope I am not being too naïve), things would be able to continue without too much disruption and I would have (hopefully) retained good relations with suppliers and customers. Staff and HMRC are another matter, but I have to face this.
 
Last edited:

Blood Lust

Free Member
Sep 7, 2011
978
139
I have a Ltd Company that I am thinking of ceasing trading. Don’t want to involve insolvency practitioners due to expense.

Ltd company been going a couple of years, self and wife directors, goodwill brought into company when started from previous sole trader/partnership of same name (same principals), but much remains unpaid (in directors’ loan accounts so I assume we could argue that any rights with respect to goodwill are still ours and not the Ltd company’s?).

Turnover has fallen, but business still viable if I could get rid of staff (main overhead outside of rent, rates and energy), but this will cost me thousands in redundancy due to their length of service, which I don't want to put in.

Cash flow wise, it's hand to mouth (and has been for 2 years), but we're managing apart from VAT and right now the company could probably clear all creditors and staff wages this month (but not one month’s VAT). PAYE up to date.

I have had payment terms in past (1 year ago)from HMRC for both VAT and PAYE and they're not a pleasant bunch. Not sure they'd be so understanding anoher time round.
We have very few assets of any worth (old furniture, old computers, nothing else - not sure of value in books). No liabilities, overdrafts, loans (other than directors’)
Can anyone see any holes/dangers in the following plan?

Cease trading as a Ltd company as soon as possible, but start trading under same name at same address as a sole trader/partnership – i.e. cease ABC Ltd and start ABC. This would save complications and expense - reputation, company name awareness, website and literature, etc. Naturally, I would remove any references to being a limited company.
Stay in my current rented premises (no problems with landlord).

Possibly re-employ one or two members of the old staff – new contracts or make self-employed?

New bank account - would you advise I use the same bank as the Ltd company (also my private banker) or a different bank?

Tell clients we are now a sole trader/partnership and continue business as usual. If asked, say it’s for tax reasons.

I don’t anticipate any bailiffs calling to collect debts because I hope there won’t be any. However, if there were, could I prevent bailiffs trying to recover assets (very few and little value) by 'selling' them before ceasing trading to me or a friendly third party?

All being well (hope I am not being too naïve), things would be able to continue without too much disruption and I would have (hopefully) retained good relations with suppliers and customers. Staff and HMRC are another matter, but I have to face this.

If the limited company ceases trading then its liabilities stop there because it has seperate legal personality. HMRC and bailiffs can only have what remains at the business. You would only need to pay the wages of those you want working at the new company to keep them happy.

Setup the other limited company now and sell it the assets at a knock down price (£1). You need to make sure those assets arent held in security against loans etc. If they are and you sell them a court will remove your limited liability and make you both liabile for the first companies debts.
 
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stuckinarut

Free Member
Apr 12, 2012
24
1
Thanks Blood Lust

The thought is to go for a sole trader/partnership (self and wife) for the new business so that I can keep theold company trading name, but I assume the same principles apply.
There aren't any loans. All I'm trying to do really is shed staff without having to pay redundancy that the business cannot afford and that I don't want to put in myself as it would take too long to recoup.
 
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Scalloway

Free Member
Jun 6, 2010
18,421
12
4,194
Shetland Islands
Advice on a company from an employee's angle

http://www.direct.gov.uk/en/Employment/Employees/Pay/DG_10026695

As full payment cannot be guaranteed, there are special arrangements for employees to claim the basic minimum of debts owed to them from the National Insurance Fund. These claims are:


  • redundancy
  • wages - up to a maximum of eight weeks
  • holiday pay - up to a maximum of six weeks
  • compensatory notice pay - one week after one calendar month's service rising to one week per year of service up to a maximum of 12 weeks (new earnings will be taken into account)
There is a limit of £400 a week (£430 a week from 1 February 2012) on the amount you can claim for your weekly pay.
 
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