They moved to a new company. Is the debt gone?

No. As long as the old company has not been dissolved, its debts, its legal personality and its remaining assets are all still there. The problem is timing: preserve what is left of the old company first, then let counsel assess what follows.

Can we claim directly against the new company?

In principle no; it is a separate legal person. The Company Act makes a shareholder who abuses the corporate form liable for the company's debts in serious cases, and the Supreme Court has accepted that corporate personality can exceptionally be disregarded where the result would be plainly unfair, but the threshold is high and successes are rare. The more usual route is to preserve the old company's assets and set aside gratuitous transfers.

How fast does this need to be?

As fast as possible. This case ran four working days from instruction to report, and counsel filed the attachment application within a week of receiving it. A month later, the stock might already have been in the new company's name.

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A distributor faked insolvency to strip assets: the same people, the same address, a new company

Corporate due diligence · 2026.05

Two months before the old company ceased trading, its directors and registered address reappeared in a new entity. The timeline and overlap became one report supporting the client's application for provisional relief

The engagement

A distributor had owed the client for goods for several months when it announced that the business could not continue and would be wound up, then stopped responding. The client visited the shop. The sign had a new name. Inside, the same people were selling the same goods. The client asked us whether this was allowed. Our answer was to establish first what had happened, and let counsel decide what was allowed.

What we found

The old company's registry status was "suspended", not dissolved and not struck off. Suspension means the company still exists; it has paused trading and registered the pause. Its debts remain, and so does its legal personality.

Two months earlier, a new company had been formed. The old company's principal and one other director were both on its board, it was registered in the same building, and its business scope was identical. The shop's telephone number had not changed and the website domain continued in use.

Put the dates in order: the new company came first, then the old company stopped paying, then it announced closure, and only then filed the suspension. The sequence is the story.

We visited the shop during business hours and recorded the signage, the brands on display and the overlap of staff with the old company, all in a public commercial premises with time and place noted.

What the report concluded

The old and the new company overlapped on six counts: directors, address, telephone, domain, staff and product lines. The report avoided words like "sham insolvency" and "asset stripping", because those are legal conclusions. It arranged the overlapping facts to the standard needed for a prima facie showing.

What the client did

Counsel used the report for two things. First, an application for provisional attachment of the old company's remaining assets, including receivables and stock. Provisional attachment requires a prima facie showing of the claim and of a risk that enforcement will later be impossible or very difficult; the same people forming a new company at the same address and the record of the old company ceasing payment served as that showing, and security was provided as the court required. Second, an assessment of claims against the new company and its shareholders, which carries a high threshold and was handled separately. Once the attachment was granted, the other side returned to the table and settled on an instalment plan.

What carries over to other cases

Suspended, dissolved and struck off are three different registry statuses. A suspended company still owes its debts.
The same people, the same address, the same telephone and domain: that is the trail "same business, new name" usually leaves.
Preservation is a race. Provisional attachment freezes first and sues later; once the assets have moved, there is nothing to freeze. Start the day something looks wrong.

FAQ

They moved to a new company. Is the debt gone?: No. As long as the old company has not been dissolved, its debts, its legal personality and its remaining assets are all still there. The problem is timing: preserve what is left of the old company first, then let counsel assess what follows.
Can we claim directly against the new company?: In principle no; it is a separate legal person. The Company Act makes a shareholder who abuses the corporate form liable for the company's debts in serious cases, and the Supreme Court has accepted that corporate personality can exceptionally be disregarded where the result would be plainly unfair, but the threshold is high and successes are rare. The more usual route is to preserve the old company's assets and set aside gratuitous transfers.
How fast does this need to be?: As fast as possible. This case ran four working days from instruction to report, and counsel filed the attachment application within a week of receiving it. A month later, the stock might already have been in the new company's name.

Asset strippingDirectorsDistribution