21/05/2026
🏢 Starting a company, insolvency, starting again – what every director in the UK needs to know
The UK’s Insolvency Service recently updated three important guidance pages. I’ve summarised the key points, as these topics affect a lot of small business owners. 👇
1️⃣ Personal guarantees – think carefully before you sign!
A personal guarantee is a legally binding agreement: if your company can’t pay a debt, YOU have to settle it personally. This can put your personal assets at risk – your home, car, savings.
Lenders, landlords and suppliers often ask for one, especially from new companies with a short trading history or a poor credit rating.
⚠️ Before you sign, make sure you fully understand why you’re signing and exactly how much you’re personally liable for. Personal guarantee insurance does exist, and it’s worth getting independent specialist advice.
❗ Don’t confuse the two! Many people believe their liability only extends to the nominal value of their shares (often £1) – that’s limited liability, the automatic protection a limited company gives you. A personal guarantee, however, is a separate contract you voluntarily sign, and it deliberately breaks through that protection. Its amount is NOT tied to your share capital – it’s whatever the guarantee contract specifies, typically the full loan amount plus interest and recovery costs. Think of limited liability as a wall between your company and your personal assets; a personal guarantee is a door you yourself open in that wall.
2️⃣ Starting again after a company has become insolvent – allowed, but with rules
Not every business succeeds – and that’s nothing to be ashamed of. If your previous company has closed, you can start a new one, PROVIDED you’re not bankrupt or disqualified from acting as a director. The new company can even trade in a similar line of business.
Key points:
🔹 You can only use the old company’s assets (machinery, equipment, company name) if it’s done properly – speak to the liquidator/administrator and have the assets formally transferred over.
🔹 You can also take on former employees – here their rights may be protected by TUPE. (TUPE is the Transfer of Undertakings (Protection of Employment) legislation: when a business transfers, employees automatically move to the new employer on their existing terms and conditions, keeping their continuity of service.)
🔹 HMRC may require a cash deposit (a “security”) from the new company if they see a risk of tax not being paid.
3️⃣ When it’s NOT okay to start a new company
Starting again is not wrong in itself – but certain behaviour counts as misconduct. One example is “phoenixism”: when the same business or directors trade through a series of companies that repeatedly go into liquidation or are dissolved, leaving debts unpaid.
It becomes abusive when someone:
❌ repeatedly uses companies to evade debts
❌ acts as a director while bankrupt or disqualified
❌ doesn’t learn from past failures, or uses the company for fraudulent purposes
The consequences can be serious: director disqualification for up to 15 years, criminal proceedings, and HMRC issuing a “joint and several liability” notice that can make you personally liable for the company’s debts.
💡 The takeaway: get professional advice, transfer any assets formally and properly, and always pay your tax on time. Honest restarting isn’t just allowed – in many cases it saves jobs.
📎 Source: GOV.UK – The Insolvency Service, Director Information Hub