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Director Conduct

Phoenix Companies: How Directors Rise from the Ashes and Leave Creditors with Nothing

A phoenix company is a new business that carries on the same trade as a failed one, run by the same directors, serving the same customers. The old company dies with your money in it. The new one starts clean. Here is how to spot it, what the law says, and how to protect yourself.

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Check if a company is a phoenix

Enter a company name or number. See director history, dissolved predecessors, network patterns, and phoenix risk signals instantly.

How phoenix companies work

The pattern is always the same. A director builds up debts (trade creditors, HMRC, staff wages), then lets the company fail. Within days or weeks, a new company appears with the same business, the same customers, often the same phone number and premises. The only thing left behind is the debt.

1

Company racks up debts

Suppliers, HMRC, staff, landlords. The director takes on credit knowing the company will not survive.

2

Company is dissolved or liquidated

Either voluntary strike-off (cheapest, no scrutiny) or CVL (gives the appearance of doing things properly). Either way, creditors get nothing or pennies.

3

New company starts with same business

Same director (or their spouse/associate), same SIC code, same registered address, same customers. Assets transferred at undervalue or “purchased” from the liquidator for a fraction of their worth.

4

Creditors left with nothing

The old company has no assets. The new company has no obligation to pay the old company's debts. Unless you can prove a legal breach, your money is gone.

Warning signs of a phoenix company

Phoenix companies leave fingerprints. Here is what to look for when checking a company or director:

Same director, dissolved predecessor

The director ran a company in the same industry that was dissolved with debts. Now they run this one.

Similar name or address

The new company has a name, address, or trading style that closely resembles the old one.

New company incorporated recently

The company was incorporated within weeks of the old one being dissolved or entering liquidation.

Same SIC code

Both companies registered in the same industry sector. Same business, new shell.

A British high-street shop front with a window display
Georg Eiermann / Unsplash

The law on phoenix companies

Section 216, Insolvency Act 1986

A director of a company that has gone into insolvent liquidation cannot be involved in a new company with a similar name for 5 years. Breach is a criminal offence (fine and/or up to 2 years imprisonment).

Exceptions: court permission, successor company notice (28 days), or company already used the name for 12+ months before liquidation.

Section 217, Insolvency Act 1986

If Section 216 is breached, the director becomes personally liable for all debts of the new company incurred while they were involved. This is joint and several liability. Creditors of the new company can pursue the director personally.

Company Directors Disqualification Act 1986

Directors who cause loss to creditors through unfit conduct can be disqualified for 2 to 15 years. The Insolvency Service investigates. A disqualified director cannot be a director, act as one, or be involved in company management.

Who gets burned by phoenix companies

Subcontractors in construction

You finished the work. The main contractor's company is dissolved. Next month they are running the same business under a new name. Your £20,000 invoice is worthless.

Suppliers to hospitality

The restaurant company is liquidated. Three months later the same owner opens the same restaurant under a new company. Your food supply debt is gone. They are buying from you again under the new company name.

Recruitment agencies

You placed 8 temps. The company is dissolved owing £12,000 in fees. The director starts a new company and asks you to supply staff again. You recognise the name, but will the next agency?

Commercial landlords

The tenant company dissolves mid-lease with arrears. The same people set up a new company and lease premises elsewhere. Your dilapidations claim has no defendant.

What you can do

  1. Check director history before extending credit. One search shows you every company a director has ever been involved with, and what happened to them.
  2. Report to the Insolvency Service. If you suspect phoenix activity, report it online. The Insolvency Service investigates and can disqualify directors.
  3. Check for Section 216 breach. If the new company has a similar name to the old one, the director may already be personally liable for its debts.
  4. Object to strike-off. If the old company is being struck off (rather than liquidated), object using form GC100 to keep it alive while you pursue your claim.
  5. Monitor the director. Track their new companies. If they repeat the pattern, build a case for disqualification.

RecoupIQ detects phoenix patterns automatically.

Our director network intelligence cross-references all 29.3 million UK officer appointments. When you search a company, we show you every company the directors have ever touched, which ones failed, and whether the pattern matches known phoenix behaviour. 72 ML signals across 12 data sources. One search, £29.

Check a company now

Prevention beats cure

The best protection against phoenix companies is catching them before you extend credit. RecoupIQ monitoring (from £19.99/mo) alerts you within 24 hours when a director you are watching incorporates a new company, when an existing company shows distress signals, or when a company you supply enters dissolution. Stop the cycle before it costs you again. Available via the web dashboard or the Microsoft 365 Trust Check app (per-seat for teams). RecoupIQ is a Microsoft partner.

See monitoring plans

Related guides

  • Creditors voluntary liquidation: what happens to your debt
  • First Gazette notice for strike-off: urgent creditor guide
  • Pre-pack administration: what creditors need to know
  • Company director search: check director history
  • Who owns this company? Find UK company owners

Last reviewed: July 2026. General information for UK creditors and suppliers. Not legal advice. RecoupIQ Ltd, Company No. 16947526, ICO ZC077511. Microsoft Partner.

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RecoupIQ Ltd · England & Wales
Companies House 16947526
ICO ZC077511
Flat 1, 410 High Street, Lincoln, LN5 7TE

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RecoupIQ provides business intelligence derived from public UK records. Nothing on this site constitutes financial advice, a regulated credit assessment, or a regulated activity under the Financial Services and Markets Act 2000. Evidence indicators summarise available records and do not constitute a credit decision. Director network analysis is based on Companies House public filings; individuals may request review of inferences via contact@recoup-iq.tech. Source data is published under the Open Government Licence v3.0. ICO registration ZC077511.

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