---
title: "Can You Reuse Your Company Name After Liquidation? Phoenix Rules, Personal Liability and the 2026 Crackdown."
url: https://windinguppetitionsolicitors.co.uk/reuse-company-name-after-liquidation-phoenix-rules/
date: 2026-10-26
modified: 2026-10-26
lang: en
author: "Winding-up Petition Lawyer"
description: "Yes, you can reuse your old company's name after it goes into insolvent liquidation, but only if you fall within one of the three exceptions in Part 22 of the Insolvency (England and Wales) Rules 2016 or the court gives you permission. Otherwise section 216 of the Insolvency Act 1986 bars anyone who was a director or shadow director in the 12 months before liquidation from using the same name, or one similar enough to suggest an association, for five years. Breach is a criminal offence, and section 217 makes you personally liable for the new company's debts. With the Insolvency Service building a 50-person phoenix taskforce, the chance of a breach being noticed is rising."
categories:
  - "Director Disqualification"
  - "Director Liability"
  - "Liquidation"
tags:
  - "abusive phoenixism"
  - "director disqualification"
  - "director personal liability"
  - "insolvent liquidation"
  - "phoenix company"
  - "Pre-pack administration"
  - "prohibited name"
  - "reuse company name after liquidation"
  - "rule 22.4 Insolvency Rules 2016"
  - "rule 22.6 Insolvency Rules 2016"
  - "rule 22.7 Insolvency Rules 2016"
  - "Schedule 13 Finance Act 2020"
  - "section 216 Insolvency Act 1986"
  - "section 216(3) Insolvency Act 1986"
  - "section 217 Insolvency Act 1986"
  - "section 6(4) CDDA 1986"
  - "section 7A CDDA 1986"
  - "SI 2021/427"
image: https://windinguppetitionsolicitors.co.uk/wp-content/uploads/reuse-company-name-after-liquidation-blank-brass-nameplate-1024x576.webp
word_count: 2551
---

# Can You Reuse Your Company Name After Liquidation? Phoenix Rules, Personal Liability and the 2026 Crackdown.

**Yes, you can reuse your old company's name after it goes into insolvent liquidation, but only if you fall within one of the three exceptions in Part 22 of the Insolvency (England and Wales) Rules 2016 or the court gives you permission. Otherwise section 216 of the Insolvency Act 1986 bars anyone who was a director or shadow director in the 12 months before liquidation from using the same name, or one similar enough to suggest an association, for five years. Breach is a criminal offence, and section 217 makes you personally liable for the new company's debts. With the Insolvency Service building a 50-person phoenix taskforce, the chance of a breach being noticed is rising.**

The question usually comes from a director who wants to keep a brand and its customers after the old company fails, often by buying the business back from the liquidator or administrator. Most are surprised by how far the restriction reaches. It covers trading names as well as the registered name, it applies even where the purchase was at full value, and one of the exceptions closes seven business days after liquidation. Our guidance on [resigning as a director while a winding up petition is pending](https://windinguppetitionsolicitors.co.uk/what-happens-if-i-resign-as-a-director-mid-petition/) explains why stepping down shortly before the end does not take you outside the rules.

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## What Is a Phoenix Company?

A phoenix company is a new company that carries on the business of an old one that has failed, usually with the same people in charge. That alone is lawful, and selling the trade to the people who know it best can return more to creditors than a closure would. Our guide to [choosing between administration and liquidation as a director](https://windinguppetitionsolicitors.co.uk/administration-vs-liquidation-a-directors-guide-to-choosing-the-right-route/) compares the routes.

The government's target is what the Insolvency Service calls abusive phoenixism: directors leaving debts in one company and continuing the same business through another. Scrutiny follows when assets move cheaply into the new company while tax goes unpaid. Our report on [the Premier Group phoenixing case and its HMRC tax debts](https://windinguppetitionsolicitors.co.uk/premier-group-phoenixing-hmrc-tax-debts/) shows how quickly that attracts attention, and we explain the tax investigation side in our page on [phoenix company fraud](https://taxdisputes.co.uk/phoenix-fraud/).

## Who Section 216 Catches and Which Names It Covers

Section 216(1) applies to anyone who was "a director or shadow director of the company at any time in the period of 12 months ending with the day before it went into liquidation". It only bites on an insolvent liquidation, which section 216(7) defines as one where the assets are insufficient for the debts, other liabilities and expenses of the winding up. Creditors' voluntary liquidations and compulsory windings up are caught, while a solvent members' voluntary liquidation is not. Under section 247(2) the company goes into liquidation when the winding up resolution is passed or, failing that, when the court makes the order, so resigning a few months earlier does not help. Our guides to [the winding up process](https://windinguppetitionsolicitors.co.uk/what-is-the-process-of-winding-up-procedure/) and [the consequences of a winding up order](https://windinguppetitionsolicitors.co.uk/winding-up-consequences/) explain how that date arises.

Under section 216(2), a prohibited name is any name the company was known by in those 12 months, or one "so similar to a name falling within paragraph (a) as to suggest an association with that company". Section 216(6) extends this to "any name under which the company carries on business", so a trading name or customer-facing brand can count. For five years from liquidation, section 216(3) bars you from being a director of another company known by such a name, from being "in any way, whether directly or indirectly," concerned in its promotion, formation or management, and from running an unincorporated business under it. Taking a job in the new business is a different matter if you play no part in managing it. Our article on [director liability after a winding up petition](https://windinguppetitionsolicitors.co.uk/director-liability-after-a-winding-up-petition-are-you-at-risk/) covers the other risks you carry into the next venture.

## Buying the Business Back: The Notice Route

The first excepted case, in rule 22.4, is the one most directors rely on. It applies where the new venture takes over the whole or substantially the whole of the old business under arrangements made by the liquidator or, before liquidation, by an administrator, administrative receiver or supervisor of a CVA. You must notify every creditor of the old company whose name and address you know or could find "on the making of such enquiries as are reasonable in the circumstances", and publish the notice in the Gazette. Our [director's guide to the London Gazette](https://windinguppetitionsolicitors.co.uk/london-gazette-winding-up-petitions-a-directors-guide/) explains how Gazette notices work in practice.

Rule 22.4(2) requires the notice "prior to that person acting", and rule 22.4(3)(a) sets an outer limit of 28 days after the arrangements complete, so the safe course is to serve and publish before taking any role. Rules 22.4(3) and 22.5 prescribe the content, including a statement that breach of section 216 is a criminal offence. Where the sale is a pre-pack to a connected buyer, regulation 3 of the Administration (Restrictions on Disposal etc. to Connected Persons) Regulations 2021, SI 2021/427, separately requires creditor approval or an evaluator's qualifying report for a substantial disposal within eight weeks of administration, and satisfying it does nothing for section 216. We cover challenges to such sales in our pages on [negligence claims against administrators](https://professionalnegligenceclaimsolicitors.co.uk/insolvency-practitioner-negligence-sue-an-administrator/) and [negligent company valuations](https://professionalnegligenceclaimsolicitors.co.uk/negligent-company-valuation-when-you-can-claim/).

## Court Permission and the Other Two Exceptions

Where the business was not bought through an insolvency practitioner, the usual route is an application for the court's permission under section 216(3). Rule 22.2 requires at least 14 days' notice to the Secretary of State, who may appear and make representations, and rule 22.3 lets the court call for the liquidator's report on how the company failed and your share of responsibility. Rule 22.6 gives temporary cover to act, but only if you apply "not later than seven business days from the date on which the company went into liquidation", and it lasts six weeks or until the court decides, whichever is first. Many published guides say seven days; the rule says business days. The liquidator's report also feeds into [company directors disqualification proceedings](https://lexlaw.co.uk/practice-areas/litigation-dispute-resolution-solicitors-london/company-directors-disqualification-proceedings-disqualification-orders/).

Rule 22.7 removes the need for permission where the other company has been known by the prohibited name for the whole of the 12 months ending with the day before liquidation and has not been dormant, within section 1169 of the Companies Act 2006, at any time in that period. A company formed shortly before liquidation does not qualify, nor does one kept dormant to hold the name, and those arrangements tend to surface in the liquidator's report. Our guide to [defending claims brought by liquidators](https://lexlaw.co.uk/solicitors-london/practice-areas-defending-claims-brought-by-liquidators/) explains what usually follows.

## Personal Liability Under Section 217

Section 217(1) makes a person "personally responsible for all the relevant debts of a company" if they are involved in its management in breach of section 216. The relevant debts are those incurred while that person is involved, and section 217(2) makes the liability joint and several with the company. On that wording, a creditor of the new company can pursue the individual without waiting for the company to fail. Our guide to [directors' personal guarantees when a corporate debtor defaults](https://lexlaw.co.uk/solicitors-london/directors-personal-guarantees-what-happens-when-a-corporate-debtor-defaults/) explains how personal enforcement against a director proceeds.

Under section 217(1)(b), anyone involved in management who acts on instructions from a person they know to be in breach is liable too, and section 217(5) presumes that someone who has done so once remains willing to. A spouse or friend installed as a front director can therefore end up liable. Schedule 10 sets the maximum for a section 216(4) offence at two years' imprisonment or a fine, or both, on indictment. Our article on [what happens to your personal guarantee when your company is petitioned](https://windinguppetitionsolicitors.co.uk/if-your-company-is-petitioned-what-happens-to-your-personal-guarantee/) covers the other personal debt that often lands at the same time.

## The Other Claims That Follow a Phoenix

Liquidators look hard at how the new company came to hold the old company's assets. Under section 238 a transaction at an undervalue can be reversed, and section 240(1)(a) sets the look-back period at two years ending with the onset of insolvency. Misfeasance claims often follow, and we explain the defences in our page on [defending transactions at an undervalue claims](https://lexlaw.co.uk/expert-legal-defence-against-manolete-transactions-at-an-undervalue-claims/).

HMRC has its own tool. Under paragraph 3 of Schedule 13 to the Finance Act 2020, it can make an individual jointly and severally liable for a new company's tax where at least two earlier companies connected with them entered an insolvency procedure within five years and the new company carries on the same or a similar trade. The old companies' tax debts must exceed £10,000 and make up more than 50% of their unsecured debts, and the notice can then cover the new company's tax for five years. Our [guide to HMRC joint liability notices under Schedule 13](https://taxdisputes.co.uk/2026/03/schedule-13-finance-act-2020-comprehensive-guide-to-hmrc-joint-liability-notices/) explains how to challenge one.

## The 2026 Crackdown on Abusive Phoenixism

On 29 September 2026 the Insolvency Service published a five-year strategy naming abusive phoenixism as a priority. It says that by 2028 a taskforce of 50 people will use better data to detect high-risk cases sooner, working more closely with Companies House and HMRC. Its annual plan for 2026 to 2027 sets a target that 10% of disqualification outcomes should involve abusive phoenixism, rising to 20% by 2028 to 2029. Our analysis of [defence strategies in directors' disqualification proceedings](https://windinguppetitionsolicitors.co.uk/directors-disqualification-proceedings-defence-strategies/) explains how those cases are fought.

The investigation usually starts with the liquidator. Section 7A of the Company Directors Disqualification Act 1986 requires a conduct report on everyone who was a director in the three years before the insolvency date, sent to the Secretary of State within three months. Under section 6(4) disqualification for unfitness runs from two to fifteen years, and since February 2022 section 6(1)(a)(ii) has also reached directors of companies dissolved without becoming insolvent, so striking the old company off instead of liquidating it is no escape. Our report on [a property developer disqualified for transferring company assets](https://windinguppetitionsolicitors.co.uk/property-developer-disqualified-for-fraudulent-transfer-of-company-assets/) shows where that can end.

## Phoenix Rules, Tax Rules and the Search Confusion

Search for "phoenix company rules" and you will find separate regimes run together. Section 216 governs names; Schedule 13 governs unpaid tax. Section 396B of the Income Tax (Trading and Other Income) Act 2005 is different again: it can treat a distribution made to a shareholder in a winding up as income instead of capital where, among other conditions, the shareholder carries on the same or a similar trade within two years. Our explanation of [the section 396B phoenixing rule for winding up distributions](https://taxdisputes.co.uk/2025/12/section-396b-ittoia-2005-hmrc-phoenixing-taar-winding-up-distributions-explained/) covers that tax point.

Complying with one regime gives no protection under the others. A director can give a proper rule 22.4 notice and still receive a Schedule 13 notice from HMRC. Our case study on [phoenix companies and a £280,000 HMRC warning for directors](https://taxdisputes.co.uk/2026/06/phoenix-companies-the-280000-hmrc-warning-for-directors/) shows how HMRC reads a history of failed companies.

## If You Are Owed Money by a Phoenix

Section 217 protects creditors of the new company. If you supply the new company and it does not pay, a director acting in breach of section 216 may be personally liable for that debt alongside it. If your debt is owed by the old company, section 217 does not move it onto anyone personally, and your route runs through the liquidator, who can bring undervalue and misfeasance claims for all creditors. Our [guide to creditor rights in UK insolvency](https://windinguppetitionsolicitors.co.uk/creditor-rights-in-uk-insolvency-an-all-encompassing-guide-for-2025/) explains what you can ask the liquidator for.

Check the Gazette for a rule 22.4 notice naming the director, using the searches in our guide on [checking whether a company has entered an insolvency process](https://windinguppetitionsolicitors.co.uk/how-to-check-whether-a-company-is-in-an-insolvency-process/). If there is none, tell the liquidator. For a debt owed by the new company, ordinary recovery remains open alongside any section 217 claim, and our comparison of [a winding up petition and a county court claim](https://windinguppetitionsolicitors.co.uk/winding-up-petition-vs-county-court-claim-the-best-route-to-recover-your-debt/) sets out the choice.

## Deadlines That Govern Your Position

For a director, the shortest deadline is rule 22.6: seven business days from liquidation to apply to court if you want temporary cover to act. The rule 22.4 notice must go out before you act and no later than 28 days after the purchase completes. The five-year restriction runs from the day of liquidation, and resigning earlier does not move that date. Our [guide to the impact of a compulsory winding up order on directors](https://lexlaw.co.uk/solicitors-london/guide-impact-of-compulsory-winding-up-order-liquidation-on-directors/) sets out what else starts on that day.

Under section 7(2) of the 1986 Act the Secretary of State must ordinarily apply for disqualification within three years of the company becoming insolvent, and section 15A(5) allows a compensation order application within two years of the disqualification. Neither period makes delay safe, because a creditor of the new company can bring a section 217 claim as soon as its debt goes unpaid. If you are already trading under a name you think may be prohibited, take advice now, and see our article on [personal liability risks for directors after a petition](https://windinguppetitionsolicitors.co.uk/director-liability-after-a-winding-up-petition-are-you-at-risk/).

## How We Can Help

We advise directors on whether a proposed name is prohibited, prepare and serve rule 22.4 notices, and bring applications for permission under section 216(3), including urgent applications inside the rule 22.6 window. We defend section 217 claims, liquidators' claims and disqualification proceedings, and we act for creditors pursuing directors personally, as our page on [post-insolvency claims against directors](https://windinguppetitionsolicitors.co.uk/post-insolvency-claims-against-directors/) describes. We do not act as insolvency practitioners or value businesses, we do not offer free legal advice or legal aid, and we generally take on substantial matters.

We are dual qualified solicitors and barristers with chambers in Middle Temple, next to the Royal Courts of Justice. We offer a fixed fee advice conference with both a solicitor and a barrister. Complete our [online legal case assessment form](https://windinguppetitionsolicitors.co.uk/legal-case-assessment/) or call us on [020 7183 0529](tel:02071830529).

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### Frequently Asked Questions (FAQs)

Can I use my old company name after a creditors' voluntary liquidation?
Only within an exception in rule 22.4, 22.6 or 22.7 of the Insolvency (England and Wales) Rules 2016, or with the court's permission under section 216(3) of the Insolvency Act 1986. A creditors' voluntary liquidation is an insolvent liquidation within section 216(7), and under section 247(2) it begins on the day the winding up resolution is passed.

Does section 216 cover a trading name or brand?
Yes. Section 216(6) treats a company as known by its registered name and by "any name under which the company carries on business". A name so similar to either as to suggest an association with the old company is also prohibited under section 216(2)(b).

How long does the restriction on reusing a company name last?
Five years, beginning with the day the company went into liquidation, under section 216(3) of the Insolvency Act 1986. It applies to anyone who was a director or shadow director at any time in the 12 months ending with the day before liquidation, whenever they resigned.

Can I be personally liable if I was never a director of the old company?
Yes. Under section 217(1)(b) of the Insolvency Act 1986, a person managing the new company who acts on instructions from someone they know to be in breach of section 216 is personally liable for debts incurred while they act. Section 217(5) presumes that a person who has done so once remains willing to do so.