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Section 1 Terms of Engagement for an Oliver Elliot Creditors Voluntary Liquidation

This notice sets out the basis on which Elliot Harry Green of Oliver Elliot Limited (“OEL”) (Company Number 11746967) of Moda Business Centre, Stirling Way, Herts, WD6 2BW trading as Oliver Elliot Chartered Accountants, agrees to act as proposed Liquidator for the meeting of members and the decision procedure via a virtual meeting for creditors in order to place the Company into Creditors Voluntary Liquidation (“CVL”) (“the Terms”). Reference to the word “letter” on this webpage is the same as the terms. Our Director, Elliot Harry Green is the proposed Liquidator and is a Chartered Accountant and Licensed Insolvency Practitioner (Insolvency Practitioner Number 9260). Elliot Green will assist you with the placing of your company into liquidation. The appointment of the liquidator is the decision of the creditors. This is a procedure set out in the Insolvency Act 1986. In particular you can consider the basic procedures set out in Part IV Chapter IV of the Insolvency Act 1986. Part of the process involves a Decision Procedure in which information has to be supplied to creditors. Additional requirements in respect of that procedure are set out in Statement of Insolvency Practice Number 6 which should be viewed at the following link https://www.icaew.com/-/media/corporate/files/technical/insolvency/regulations-and-standards/sips/england/sip-6-e–w-010118-icaew.ashx . Please note the obligation to disclose information so that the creditors can make an informed decision on the appointment of the Liquidator included the duty to provide an explanation of any material transactions conducted in the preceding 12 months, other than in the ordinary course of business.

You will be required to provide a Statement of Affairs detailing the financial position of the company. This is a document that details the assets and liabilities of the company by way of descriptions and numerical values. You will be required to provide precise figures to enable this mandatory document to be properly prepared. This is issued to you in your capacity as Director of the Company, not in any other capacity. Details of all assets along with the names and addresses of each and every creditor owed money by the Company must be provided. Every creditor must be given notice of the intended liquidation. The statement of affairs must be filed at companies house once the liquidator is appointed and it will contain the name and addresses of the creditors and members of the company.

In relation to assembling the Statement of Affairs it is required that you supply two comprehensive spreadsheets detailing all the assets, their description, book value and market value of the Company in one spreadsheet and all the creditors (of any kind including employees), names, addresses and amounts owing of the Company in another spreadsheet. In addition, you will be required to provide access to the Company’s banking history through open banking access being provided to us.

In the event that the information request for the purpose of Statement of Insolvency Practice Number 6 and the Statement of Affairs is not provided on a timely basis then we reserve the right to withdraw from this engagement and not convene the Decision Procedure to place the company into Creditors Voluntary Liquidation.

Information requested must be provided by no later than three business days after written notice (including via email) of it has been requested. We will usually follow up a request for information that is necessary in accordance with the regulations and legislation but it is not within the scope of this engagement is not for us to do so on multiple occasions. The scope of this engagement is confined to one follow up of a request for necessary information. In the event that after two requests are made for a necessary piece of information that is not provided then we will charge you on a time costs basis set out in the fees (section 4) of this engagement letter. Alternatively, will provide you with notice of termination of the engagement accordingly. Please also note that failure to provide information on a timely basis could result in the company being struck off at Companies House without going into liquidation and in such an event we accept no responsibility for such an event and our fees are in any event not refundable.

Please note that if the company going into liquidation has employees then there is a period of 6 months from the date of dismissal for an employee to be able to claim statutory redundancy, so information must be supplied expeditiously.

Please ensure you have read the Engagement Advice Letter page of our website at https://www.oliverelliot.co.uk/engagement-advice-cvl/ before signing up to this engagement. You are required to confirm that you have read the same whilst signing below.

Where a company has few creditors and the Director is owed money by the company, they are entitled to vote in such an instance as a creditor. In order for a company to go into creditors voluntary liquidation in the usual way it may assist if a creditor does actively participate and votes on the resolution than in a situation where no creditor votes.

Method Of Placing The Company CVL By The Members

The method of placing the Company into liquidation will be suggested based on the facts of the case. You must tell us as soon as possible if there is more than one shareholder / member and you will be unable to obtain a vote from them. In order for the Company to go into liquidation as a CVL the Company’s members will need to pass a Special Resolution for the Company to be wound up.

There are two methods which enable Company to be placed into liquidation by the Members (who usually will be shareholders):

1. Members Meeting
2. Written Resolution

We may adopt the approach of convening a Members Meeting (“the Members Meeting”). Depending on the nature of the Company’s Articles of Association (including but not limited to if the Company has adopted Model Articles), then under Section 318(2) of the Companies Act 2006, if there is more than one member, the usual requirement when a formal Members Meeting is convened is for more than one member to need to vote as part of the requirement of passing a Special Resolution (which requires 75% of the votes to be cast in favour of the resolution).

Meetings Of Creditors

It is mandatory for the convener / chairman of a meeting of creditors to attend such a meeting to address the questions fielded by creditors.

Limitation In The Scope Of Our Work

We confirm that we are being engaged by the Board of Director in respect of the position of the Company only. We are not engaged to give advice to any director or member on their own personal circumstances and should this be required we may advise you to seek your own independent advice.

We will rely upon the integrity of the information provided to us by the Company and its advisors together with information contained in the Company’s records.

The scope of our work will not constitute an audit and we will rely upon the Company to disclose all matters of significance. Accordingly, we will be unable to and will not express an audit opinion on the financial position of the Company.

In the Statement of Affairs, you will be required to provide to us the book value of the assets and the estimated to realise value of the assets. The book value is the value recorded in the books and records of the company at the date that the Statement of Affairs is drawn up to. The estimated to realise value for the assets is a market value. We do not value the Company’s assets. If you are in any doubt about the valuation of the assets we suggest that you seek independent professional valuation advice accordingly.

It is your responsibility to provide us with all the relevant accounting records that we ask for and summaries to enable us to assist you in the preparation of the Statement of Affairs. It is not within the scope of our work to create and or recreate and or reconstruct any of the accounting records.

Information requested must be provided by no later than three business days after written notice (including via email) of it has been requested. We will usually follow up a request for information that is necessary in accordance with the regulations and legislation but it is not within the scope of this engagement for us to do so on multiple occasions. The scope of this engagement is confined to one follow up of a request for necessary information. In the event that more than one request needs to be made for a necessary piece of information that is not provided then we will charge you on a time costs basis set out in the fees (section 4) of this engagement letter. The scope of this engagement is also confined to preparing the decision procedure, Statement of Affairs, Members Meeting and Report to Creditors under SIP 6 on one date without an adjournment or variation. Variation to these documents by changes to the date(s) and or adjournment of the decision procedure or Members Meeting will result in extra charges on a time costs basis set out in the fees (section 4) of this engagement letter. We reserve the right in the alternative to provide you with notice of termination of the engagement accordingly. Please also note that failure to provide information on a timely basis could result in the company being struck off at Companies House without going into liquidation and in such an event we accept no responsibility for such an event and our fees are in any event not refundable.

Section 2 Identity Documents And Money Laundering Regulations

Please could you forward me as a requirement of new Money Laundering legislation a certified copies of your passport, current driving license together with a certified copy of a current bank statement (within the last 4 weeks) in your name at your current address. By signing the Terms, that constitutes your consent to my processing your data electronically to verifying your identity. Please do not sign the Terms if you do not agree to the same. Certified copies of documents will not be required if we successfully verify identities digitally.

If we are to receive money from you we may ask you where that money is to come from (the “source of funds”).

You agree to inform us:
For individuals: if you are a Politically Exposed Person (“PEP”) or a family member or a close associate to a PEP. A PEP is someone who within the last 12 months has held or now holds a prominent public position in the UK or another country (for example, head of state, judge, ambassador, high ranking officer in the armed forces) or a senior management position in an international organisation.

For companies and partnerships: the name of the person who ultimately controls the management of the company or partnership or who controls it or
who owns at least 26% of it, if that is not you, and whether that person is a Politically Exposed Person (“PEP”) or a family member or a close associate of a PEP. A PEP is someone who within the last 12 months has held or now holds a prominent public position in the UK or another country (for example, head of state, judge, ambassador, high ranking officer in the armed forces) or a senior management position in an international organisation.

For trusts and other similar legal arrangements: the name of the person who controls the trust or who owns at least 25% of it, if that is not you, and whether that person is a Politically Exposed Person (“PEP”) or a family member or a close associate of a PEP. A PEP is someone who within the last 12 months has held or now holds a prominent public position in the UK or another country (for example, head of state, judge, ambassador, high ranking officer in the armed forces) or a senior management position in an international organisation.

For any other legal arrangements: the name of the person who controls the legal arrangement or who benefits from the property of it.

We are unable to provide any services until all customer due diligence procedures have been completed and reserve the right to withdraw from this engagement in the event that any information that is reasonably required in respect of customer due diligence and in respect of other matters is not provided promptly. This includes the information required in the Company Information Form which can be found on our website https://www.oliverelliot.co.uk/company-information-page-pre-appointment/ https://www.oliverelliot.co.uk/company-information-page-pre-appointment/. In addition to the CDD there are other ethical checks we will consider. We accordingly reserve the right to withdraw from this engagement at any point prior to our receipt of payment of the invoice relating to it upon notice in writing to you.

You are required to have verified your identity at Companies House as director and or as a person with significant control if the verification date and period commences before the Company goes into liquidation. Failure to verify your identity at Companies House in such circumstances will mean that we are unable to accept your instructions as director to place the Company into liquidation.

Section 3 Insolvency Practitioner

As I am an insolvency practitioner, by virtue of Statement of Insolvency Practice Number 1, which can be viewed here https://www.icaew.com/-/media/corporate/files/technical/insolvency/regulations-and-standards/sips/england/sip-1-e-and-w-introduction-to-statements-of-insolvency-practice-oct-2015.ashx or here https://www.oliverelliot.co.uk/insolvency-guides-and-information/creditor-insolvency-help/. I should inform you that I am bound by the Insolvency Code of Ethics, which can also be viewed https://www.oliverelliot.co.uk/wp-content/uploads/2020/05/Insolvency-code-of-ethics-1.pdf.

We have a professional responsibility not to allow the name of Oliver Elliot to be associated with a Report to Creditors (“the Report”) or Statement of Affairs, which may be misleading. Although we are not required to search for such matters, should we become aware, for any reason, that the Report may be, misleading, we shall withdraw from the engagement, and will notify you in writing of the reasons. As part of our normal procedures, we may request you to provide written confirmation of any information or explanations given by you orally during the course of our work. We shall assist you with the following: – Convene the statutory meeting of members – Set up the Decision Procedure (“DP”) for creditors and assist you in the prepare of a Statement of Affairs and Director’s Report to be presented to the creditors for the DP. You agree that you will provide all information we require to prepare the Statement of Affairs. The Statement of Affairs and Director’s Report will rely upon information you have made available and all relevant records and information for its preparation. To enable us to carry out our work you agree: – that all information is to be made on a full disclosure of all assets and liabilities; – to provide full information necessary for our preparation of the Statement of Affairs and Directors Report: We will rely on the information and documents being true, correct and complete and will not audit the information or those documents; – that we can approach such third parties as may be appropriate for information that we consider necessary to complete the Statement of Affairs and Report; – to keep us informed about significant changes and any material omissions that we should consider before submitting the Statement of Affairs to creditors.

Section 4 Fees

Pre-Appointment Fees

Our fees in respect of the preparation of the Statement of Affairs under Section 99 of the Insolvency Act 1986 (“the Act”) and the Decision Procedure to seek a decision from creditors on the nomination of a liquidator under Rule 6.14 of the Insolvency (England and Wales) Rules 2016 will be a fixed fee of:

– £[please select from the dropdown menu as per quotation] exclusive of VAT and Disbursements.

– Disbursements exclusive of VAT are estimated in relation to a Bond based on the expected value of the assets which starts at £40 (see scale rates reference details below), Statutory Advertising up to £395.10 (£131.70 per advert), Electronic ID £7 per person, Postage £10 per creditor or member (£20 for any international address per creditor or member) with the number increased by up to 10 to take account of oversight and this number is increased by 2 for notices to HMRC. We reserve the right to increase the same depending on the facts of the case and or changes to disbursements that we are charged by suppliers.

The insolvency practitioner bond is estimated based on the level of anticipated assets. There are scale rates for the bond which are set out at the following link: https://www.oliverelliot.co.uk/insolvency-guides-and-information/what-is-the-insolvency-practitioner-bond/

– Employee disbursement only applies there are any employees in which case an additional charge would be in accordance with the following scale which depends on which employment agency we instruct:

1 – 5​       employees £425
6 – 10​     employees £525
11 – 15​   employees £875
16 – 20​ employees £950
21 – 30​ employees £1,200
31 – 40​ employees £1,600
41 – 50  employees £1,850

and each employee over 50 employees would be at £40 per employee.

If any Director was an employee, then they could potentially claim as a creditor and might be entitled to claim against the government’s Redundancy Payments Service in respect of redundancy, unpaid wages, holiday pay etc.

Pension schemes will involve an additional cost of £200 and a charge of £25 per employee.

Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly forthwith. Interest and compensation for recovery costs will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998. In the event that it is alleged that the composition or calculation of any invoice is incorrect or otherwise requires clarification, then the addressee must notify me in writing within 14 days of the end of the month in which the invoice’s tax point falls of all and any such allegations. Otherwise I will not in any event acknowledge liability for the same. Fees are strictly not refundable.

Information on rights in relation to office-holder remuneration, expenses and information can be found in Statement of Insolvency Practice Number 9 (Payments To Insolvency Office Holders And Their Associates From An Estate) which can be viewed here:

https://www.oliverelliot.co.uk/wp-content/uploads/2021/03/sip-9-payments-to-insolvency-office-holders-and-their-associates-from-an-estate-ew-1.pdf

Creditor rights in relation to remuneration, expenses and information and in particular in relation to challenging such matters, can be found at the following link:

https://www.oliverelliot.co.uk/creditors-rights-in-insolvency/

Further information can be obtained at:

www.r3.org.uk

In the event of any material change in the circumstances of the assignment, we reserve the right to request an amendment to this fee. If further work is required then additional charges will apply on the basis of time costs. Time costs are recorded at the prevailing charge out rate of the member of staff on the date that the time is recorded. The hourly rates applicable until 31 May 2023 are: Director £595, Manager £395, Senior Administrator £255.

The hourly rates applicable with effect from 1 June 2023 are: Director £655, Manager £435, Senior Administrator £280. These are known as the Current Rates.

These rates are based inter alia on the level of skill and experience required to carry out the different tasks and prevailing market conditions and are subject to change. Time is charged in 6 minute units.

If it is necessary to carry out work outside the responsibilities outlined in the Terms it will involve additional fees based on Current Rates. Such work outside the scope of this engagement will involve following up for information as set out above when it is not provided on a timely basis in accordance with the terms of this engagement.

Invoices are required to be paid and fall due for payment upon receipt. We reserve the right to withdraw from the engagement if any invoice is not paid once we have provided written notice to you.

Please note that this engagement does not commence until or unless our pre-appointment fees have been paid in full and the evidence of the source of those funds has been provided to our satisfaction. We reserve the right not to undertake any work until or unless this condition is fully satisfied. If payment of our fees and disbursements is in stages in advance of the Company going into liquidation, then we reserve the right to cease work at any time under this engagement unless or until the balance of fees and disbursements invoiced has been paid in full.

In relation to the requirements for completion of paperwork for the Members Meeting, the requirements must be strictly complied with. If the relevant papers are not executed and or correctly completed, the Company cannot then go into CVL at the point envisaged. This will result in further work required to reorganise matters and therefore in such an event further costs will arise resulting in a further fee exclusive of VAT of £750.

Frequently, paperwork for those unfamiliar with it requires amendment and this can take further time. It is therefore prudent that it is all sorted out well in advance of the Members Meeting date.

The aforesaid is referred to as the pre-appointment fees of Oliver Elliot Limited.

Post-Appointment Fees

Further fees will be charged to the Company in the event of the appointment of our Director, Elliot Harry Green, as Liquidator of the Company and will be paid by from the Company’s asset realisations subject to approval. It is the duty of the Liquidator to realise the assets of the Company.

We confirm that we will be seeking a resolution from creditors for our fees as Liquidator to be based on one of the statutory methods available and for these fees to be paid from the realisations in the Liquidation. Upon appointment, a Liquidator’s duty is to the creditors as a whole.

The statutory methods on which fees may be based include a fixed fee, a time costs (hourly rates) basis, a percentage of realisations, or distributions, or a combination of these methods.

We can offer no assurance about the length of time it will take to liquidate the Company.

Section 5 Restriction on the re-use of Company Names

Your attention is drawn to the provisions of Section 216 and 217 of the Insolvency Act 1986 which are briefly explained below.

A director during the period of 12 months ending with the day before the Company went into liquidation is prohibited from using any name by which your company was known, including any trading names, or a name which is so similar as to suggest an association with your company being liquidated.

The restriction from using a prohibited name applies for the period of 5 years beginning with the day on which your company went into liquidation and except with the permission of the court you cannot:-

• be a director of any other company that is known by a prohibited name; or
• in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of any such company; or
• in any way, whether directly or indirectly, be concerned or take part in the carrying on of a business carried on (otherwise than by a company) under a prohibited name.

Your attention is also drawn to Part 22 of the Insolvency (England and Wales) Rules 1986 which provides exceptions to the restriction imposed by Section 216 of the Insolvency Act 1986. You should note that it is a criminal offence to contravene Section 216 of the Insolvency Act 1986 and if you act in contravention of this section you are liable on conviction to imprisonment and/or a fine.

Your attention is also drawn to Section 217 of the Insolvency Act 1986, which provides, amongst other things, that a person who is involved in the management of a company in contravention of Section 216 of the Insolvency Act 1986 is personally liable for any debts of the Company incurred during the period of that involvement.

Please consider Part 22 of the Insolvency (England and Wales) Rules 1986 carefully take independent legal advice where you reasonably require the same. Warning: In the event that you are unclear about the effect/implications of Section 216 and 217 of the Act in relation to the restriction on re-use of company names, we recommend that you seek independent legal advice.

Section 6 Confidentiality

All information (including personal data) concerning your affairs including any business or individuals employed therein shall be treated as confidential subject to my duty under Section 330 of the Proceeds of Crime Act 2002 to report to the National Criminal Agency (NCA) if I know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on my part to advise where I have knowledge or reasonable grounds for suspicion would constitute a criminal offence. The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act 2002 and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK.

This definition is very wide and would include:

– tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or

– deliberate failure to inform the tax authorities of known underpayments.

We are obliged by law to tell NCA without your knowledge and consent and in fact would commit the criminal offence of tipping off under Section 333 of the Proceeds of Crime Act 2002 were we to inform you of any suspicions. We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002. From time to time external monitoring of our affairs which may involve review of my clients’ files may be required by The Institute of Chartered Accountants in England and Wales or similar, and your consent to such review is given by signing the Terms. My firm may at some future point in time seek quality control registration, for instance ISO9000.

Such registration will vary the existing confidentiality rules as regards inspection by third parties and your consent to such review is given by signing the Terms.

Section 7 Data Protection Act 2018

By becoming a client of Oliver Elliot, you consent to Oliver Elliot keeping personal data about you on our records, and undertake to ensure that you have appropriate authority to provide such data to us. Regulations about personal data can be considered inter alia in the Data Protection Act 2018.

Section 8 Our use of this Personal Data

From time to time we may use the personal data you give us for marketing purposes (for example to develop or promote complimentary products and services for our clients). We are continually developing products and services based on information and feedback we receive from clients and we may share these with you. Other than as required by law or by the professional or other bodies that regulate us, or as set out in the Terms, we shall not disclose personal data about you to any third party without your permission. By signing the Terms you hereby consent to us disclosing any personal data, which you have provided to us, to any company or firm in which OEL and or its Connected Parties and or Associates hold an equity interest in excess of 15%. OEL’s privacy policy can be seen at www.oliverelliot.co.uk/privacy-notice/.

Section 9 Transfer of data overseas

We shall not, without your prior consent, transfer any personally identifiable data about you outside the European Economic Area (“EEA”) unless the country to which that data is transferred can provide an adequate level of protection in accordance with the principles set out in the Data Protection Act 2018. In circumstances where the need to transfer personal data outside the EEA arises, and the level of protection afforded does not meet the requirements of current European legislation, we shall not effect the transfer of any such data without your express consent, having first made you aware of the level of protection available in that particular country.

Section 10 Security

Oliver Elliot Chartered Accountants will take reasonable precautions to prevent the loss, misuse, unlawful processing or alteration of the personal data you give us, and we shall destroy such data as is no longer reasonably needed as soon as is practicable. You hereby consent to Oliver Elliot Chartered Accountants allowing their agents or contractors access to personal data that you have given to us in the course of providing services to you. We shall ensure that such agents or contractors do not use the personal data for any purpose other than to carry out the services that they are performing for me and that they keep such personal data confidential.

Section 11 Access to personal data

If you have given us information about yourself and would like copies of that information, or if you would like me to correct any factual inaccuracies in that information, or if you would like that information deleted from my records, then please contact us via email at contact@oliverelliot.co.uk. We shall use reasonable efforts to supply, correct or delete information about you on my files. We shall charge you a fee of £10 for this. For the purposes of the Data Protection Act 2018, the Data Controller in relation to personal data supplied about you is Elliot Green.

Section 12 Retention of and Access to Records

During the course of our work we shall collect information from you and others acting on your behalf. Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify me of that fact in writing.

In relation to the Company’s records, please supply to us all employee and other records of the Company.

Section 13 Recruitment

The ethical guidance published by the Institute of Chartered Accountants in England & Wales discourages firms where senior staff have been recruited by clients from having an ongoing professional relationship without comprehensive safeguards being put in place to avoid actual or perceived conflicts of interest. We therefore discourage any staff from accepting positions with client firms. However, if a member of staff takes a position with you within six months of ceasing employment with us, we shall be entitled to charge you a fee equivalent to 35% of their gross salary including benefits and bonuses in their first year, plus VAT. This fee is set at a level which recognises the commercial costs to us in recruiting a replacement member of staff and the attendant training and induction costs.

Section 14 Intellectual Property Rights

The intellectual property rights in any document we create and supply to you, whether supplied by electronic, hard copy or other means, vest in Oliver Elliot. On request, we may grant a license (either limited or unlimited) to allow you to make copies of, modifications to, or otherwise disseminate such material. Should you make any modifications to any such document, we cannot be held responsible for the consequences either to yourself or any third party that may arise as a result of using that document.

Section 15 Electronic Transmissions

All authorised transmissions sent via electronic mail by us are accompanied by a disclaimer. This disclaimer advises you that you should not rely exclusively on the contents of such messages, owing to the relative ease with which such electronic transmissions can be interfered with. We may monitor electronic mail transmissions sent to and from Oliver Elliot. By entering into this engagement, you acknowledge that such monitoring may occur. Should you require confirmation of the contents of such transmissions or the attachments thereto, please request that a hard copy be sent to you. You should be aware that electronic mail transmissions, and their attachments, may contain viruses or other damaging material. You should make arrangements for all such incoming messages to be appropriately checked. We can accept no responsibility for any loss or damage arising as a result of a virus or similar material being sent to you. Should we receive a document from you, we shall act on that transmission in good faith. Should any loss or damage occur as a result of us acting in good faith on instructions received electronically or by facsimile, we shall not be responsible for any such loss or damage.

Section 16 Investigations, Conduct Reporting And Reporting Offences

It is the duty of any Liquidator appointed to investigate what assets there are (including potential claims against third parties including the Directors) and what recoveries can be made. Please refer to the regulatory duty in respect of the same which is Statement Of Insolvency Practice Number 2 (“SIP 2”) and can be viewed here at this page on our website:

https://www.oliverelliot.co.uk/insolvency-guides-and-information/creditor-insolvency-help/

and which can more directly be accessed here:

https://www.icaew.com/-/media/corporate/files/technical/insolvency/regulations-and-standards/sips/england/sip-2-e-and-w-investigations-by-office-holders-in-administrations-effective-from-060416.ashx

We are not able to provide any assurances in respect of investigations or matters concerning an overdrawn director’s loan account for example, which is an asset of the company that is repayable or the likelihood and or their outcome by the Insolvency Service into Director conduct, including but not limited to the likelihood that any Director will be selected by the Insolvency Service for an investigation, disqualification proceedings or even criminal proceedings. The same applies to the position if you have obtained any Covid Finance such as a Bounce Back Loan (“BBL”) and we cannot offer assurances regarding any personal liability or otherwise that may result from the same. In the normal course of events typically the provider of a BBL (the Bank) will look to rely upon a government guarantee to recover losses and the government will then stand in the position of the Bank. However, even though under the BBL scheme you should not have been asked for a personal guarantee and it is a company liability we can offer no reassurance to you that you could not be personally liable for the consequences of improperly obtaining a BBL and or its deployment being inconsistent with the scheme rules.

An appointed Liquidator has to submit information to the Insolvency Service on the conduct of the Directors and report possible offences disclosed during the court of their investigations to the relevant authorities.

It is the decision of the Insolvency Service if they wish to take matters further and start an investigation. This is explained in SIP 2 and in further detail here on our website:

https://www.oliverelliot.co.uk/insolvency-guides-and-information/insolvent-company-investigations/

Please review this material carefully.

Section 17 Cessation of the Director’s Powers (and Bankruptcy)

Your attention is drawn to the provisions of Section 103 of the Insolvency Act 1986, which states that on the appointment of a Liquidator, all the powers of the directors cease, except so far as the Liquidation committee or, if there is no such committee, the creditors sanction their continuance.

You must inform us forthwith at any point prior to the appointment of a liquidator if you are the subject of a personal bankruptcy petition and or a bankruptcy order, as this may affect the validity of decisions taken to place the company into liquidation.

Section 18 Connected Party Asset Sales

In the event that the Company goes into liquidation then it should be noted that another Insolvency Practitioner (“IP”) could be appointed as the liquidator. Upon appointment it is not the role of the IP to advise any parties connected with the purchase of any of the Company’s assets. In such an event and or if indeed this is your intention, you are encouraged to take independent advice.

Section 19 Help us to give you the right service and Complaints Procedures

In order to help us to give you the best service we shall investigate complaints expeditiously in the ordinary course of business. If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving, please let us know by emailing us at contact@oliverelliot.co.uk. We will use best endeavours to look into any complaint carefully and promptly and to do all we can to explain the position to you.

In order to help us to give you the best service we have set up procedures to comply with the Institute’s Bye-Laws regarding the investigation of complaints.

If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving, please let us know by telephoning Elliot Green on 020 3925 3613.

We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service we undertake to do everything reasonable to put it right.

Oliver Elliot places a high priority on client service and are keen to ensure that the quality of this is maintained. We are committed to providing a professional, fair, efficient and courteous service to all participants in the insolvency process, whether they are creditors, directors, members, bankrupts or debtors.

In the event that you are dissatisfied with the service you are receiving then we want you to contact us immediately in order that we can and we will try to resolve your complaint.

In the first instance, please try to resolve your complaint by emailing our CEO, Elliot Green at elliot.green@oliverelliot.co.uk.

In order to assist us with dealing with your complaint as quickly and efficiently as possible, your letter of complaint should include as much detail as possible and, in all cases, the following information:

Your name and address;

• The full name of the insolvency case together with the Court name and number if applicable;
• Copies of any relevant correspondence and documents relating to the complaint;
• The name of the person or persons against whom your complaint is made;
• Full details of your complaint;
• An explanation of how you would like us to resolve your complaint.

As the process continues, please let us know as soon as possible if your circumstances or expectations change or if any of the information provided with your letter of complaint changes or ceases to become applicable.

In the unfortunate event that it is not possible for Oliver Elliot to resolve your complaint, you can refer the complaint to The Insolvency Complaints Gateway, “www.gov.uk/complain-about-insolvency-practitioner”. The Insolvency Complaints Gateway will review the complaint and decide whether it is appropriate to refer the matter to our CEO, Elliot Green’s authorising body, The Institute of Chartered Accountants in England and Wales.

Please note that the Insolvency Service, the body responsible for running the Insolvency Complaints Gateway, encourages a complainant, in the first instance, to attempt to resolve any complaints via the internal complaints process of the firm in respect of which the complaint is being made.

If you have difficulty accessing the online complaints form you can also make your complaint through the Insolvency Service Enquiry Line – email insolvency.enquiryline@insolvency.gov.uk or telephone: 0300 678 0015 and you will be taken through the same questions over the phone. You can post a complaint to IP Complaints, 3^rd Floor, 1 City Walk, Leeds, LS11 9DA.

Section 20 Contracts (Rights of Third Parties) Act 1999

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Section 21 Applicable Law

This engagement shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement terms and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

Please note any advice we provide will not usually attract legal and professional privilege. If you require advice which affords such potential protection then you may wish to seek it from a party authorised to provide the same such as a solicitor.

Section 22 Agreement of Terms

You (the client) agree to fully indemnify and hold harmless Oliver Elliot Limited and or its Director(s), against all and any claims arising in respect of any aspect of this engagement suffered by you and its personnel as a result of performance or non-performance of this engagement, including but not limited to any introduction and or referral to a third party service provider pursuant to this engagement and any advice provided by such a third party.

Once it has been agreed, this engagement will remain effective until it is replaced. Any variation or replacement of this engagement’s terms can only be through a registered (de jure) director of Oliver Elliot Limited. No other party has ostensible or actual authority to bind Oliver Elliot Limited. The terms of this engagement has no effect upon the liquidator of the Company, their actions and or their fees.

This engagement’s terms specifically in relation to the pre-appointment fees of Oliver Elliot Limited, supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. There shall be no remedies available to the Company and its directors in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out herein in relation to the pre-appointment fees of Oliver Elliot Limited.

The Company and its directors shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this engagement’s terms.

We reserve the right to amend these terms and conditions during the engagement. Our updated latest engagement terms can be viewed here https://www.oliverelliot.co.uk/engagement-terms-cvl/ . We should be grateful if you would confirm your agreement to the terms of this engagement, or let me know if they are not in accordance with your understanding of our terms of appointment. Nothing in this engagement is to be taken as giving rise to any liability on the part of Oliver Elliot or Elliot Green in relation to advice given or consideration afforded, whether to the Company or the company’s Directors.