Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
If you run a small business, hearing that a customer, supplier, or even your own company might be “going into administration” can feel like a punch to the stomach.
It usually raises immediate, practical questions: Will we still get paid? Can we keep trading? Do contracts still apply? Who’s in charge now? And what should we do next?
This guide breaks down what it means when a company goes into administration in the UK, what typically happens once administrators are appointed, and the key steps you can take to protect your business (whether you’re the company in trouble or you’re dealing with one that is).
This article is general legal information for UK businesses, not legal advice. Insolvency is fact-specific and time-sensitive. For insolvency practitioner or financial advice, you should speak to a licensed insolvency practitioner or qualified accountant.
What Does It Mean If A Company Is In Administration?
In the UK, “administration” is a formal insolvency process (primarily under the Insolvency Act 1986) designed to give a financially distressed company breathing space while a licensed insolvency practitioner (the administrator) takes control.
In plain terms: if a company goes into administration, the directors no longer have day-to-day control. The administrator steps in to manage the company’s affairs and decide the best way forward.
Why Do Companies Enter Administration?
A company usually enters administration because it is insolvent or close to insolvency. That might mean it can’t pay its debts when they fall due (cash flow insolvency), or its liabilities exceed its assets (balance sheet insolvency).
Common triggers include:
- a sudden loss of a major customer or contract;
- rapid cost increases (rent, energy, staffing, materials);
- tax arrears and pressure from HMRC;
- large legal claims or unexpected liabilities;
- overexpansion (taking on too much overhead too quickly).
What Is Administration Trying To Achieve?
The administrator must pursue one of three statutory objectives (generally in this order of priority):
- Rescue the company as a going concern (keep it alive and trading);
- Achieve a better result for creditors than immediate liquidation would;
- Realise property to make a distribution to secured or preferential creditors (if the first two aren’t realistic).
So, administration isn’t automatically “the end”. Sometimes it’s a genuine attempt to stabilise the business, restructure, or sell it in a controlled way.
What Happens When Administrators Are Appointed?
Once administrators are appointed, a few key things usually happen quickly. Understanding these early steps will help you respond calmly and protect your position.
1) A Moratorium Often Kicks In
One of the biggest practical impacts is the moratorium. This is a legal “pause button” that restricts creditors from taking enforcement action against the company without permission from the court or the administrator.
Depending on the situation, the moratorium can stop (or severely limit):
- starting or continuing court proceedings;
- enforcing security;
- issuing winding-up petitions;
- repossession actions in many circumstances.
For small businesses owed money, this can be frustrating. But the moratorium exists to prevent a chaotic “race to the assets” and give the administrator space to assess options.
2) The Administrator Takes Control From The Directors
Directors still have duties and may support the process, but they generally won’t be the decision-makers. The administrator will review finances, contracts, assets, and liabilities, then decide what plan gives the best outcome.
3) Trading Might Continue (But Not Always)
Some companies keep trading in administration, at least temporarily. Others cease trading immediately, especially if ongoing trading would worsen losses.
If you supply goods or services to a company that has entered administration, you should assume the administrator will be cautious about taking on new liabilities. You may be asked to:
- agree revised payment terms (often payment in advance);
- confirm pricing for ongoing supply;
- sign new supply arrangements or variations.
Before you agree to anything, check what your existing contract says about insolvency events and termination rights. If your paperwork is loose, it’s a good time to tighten your Terms and Conditions so you’re not relying on goodwill when things get messy.
4) Creditors Are Notified And A Proposal Is Issued
Administrators must notify creditors and will usually send an administration proposal explaining what they intend to do and why.
If you’re a creditor (for example, a supplier owed money), it’s important to:
- read the proposal carefully;
- diarise deadlines (for proofs of debt and creditor decisions);
- submit your claim in the format requested.
How Does Administration Affect Contracts, Payments, And Day-To-Day Trading?
If you’re wondering what happens when a business goes into administration from a commercial perspective, this is usually the most important bit.
Do Existing Contracts Automatically End?
Not necessarily. Administration does not automatically terminate contracts.
However, many commercial agreements include insolvency clauses allowing termination (or renegotiation) if the other party enters administration.
A few practical points:
- Check the contract wording first. Don’t assume you can terminate, and don’t assume you can’t.
- Be careful with “termination by conduct”. If you keep performing, you might accidentally waive rights depending on the circumstances.
- Administrators may decide to keep using certain contracts where that supports continued trading or a sale. Depending on the contract type and the facts, this can affect whether payments due under that contract are treated as an expense of the administration.
If your contract doesn’t clearly set out payment timing, interest, termination rights, and risk allocation, it can be much harder to protect yourself. This is also where properly drafted Limitation of Liability clauses can make a real difference in a distressed situation.
Will You Get Paid If You’re Owed Money?
If you’re owed money for invoices issued before administration, you’re typically an unsecured creditor (unless you have security). Unsecured creditors are often paid only a percentage of what they’re owed, and sometimes nothing.
If you continue supplying after the administrators are appointed, payment terms should be agreed clearly upfront. In some circumstances, amounts due for post-appointment supply can rank as an expense of the administration, but that depends on the legal basis of the supply and the specific facts. In practice, administrators commonly require tighter terms for ongoing supply.
Can You Still Chase The Debt?
You can (and should) lodge your claim with the administrator, but the moratorium may prevent you from pursuing court action without permission.
If you’re dealing with unpaid invoices and you’re not sure what steps are sensible (and legally permitted) at each stage, having a clear process for Disputed Invoices can help you avoid missteps and preserve your position.
Where the debt is undisputed, you may also consider a structured escalation approach like a Final Demand Letter before administration occurs (timing matters). Once the company is in administration, the route usually shifts to formal claims through the administrator.
What About Retention Of Title (ROT) Clauses?
If you supply goods, check whether your contract includes a retention of title clause (sometimes called a “Romalpa clause”). This clause can help you argue that you still own goods supplied but not paid for.
In real life, ROT claims can be fact-specific and can get complicated quickly (for example, where goods are mixed, transformed, or resold). If ROT is likely to matter in your industry, it’s worth getting tailored advice and making sure your trading terms actually support you.
What Are The Outcomes Of Administration (And What Do They Mean For You)?
Administration is a process, not an outcome. The administrator’s plan determines what happens next. Here are the most common pathways.
1) Rescue And Restructure
Sometimes the company stabilises, restructures debts, renegotiates contracts, and exits administration. This is the best-case scenario for ongoing trade relationships, but it’s not always possible.
2) Company Voluntary Arrangement (CVA)
A CVA is a formal compromise with creditors, usually involving repayments over time. If you’re a supplier or landlord, a CVA can mean reduced payments and revised terms.
If you’re asked to vote on a CVA, don’t treat it as a box-ticking exercise. The numbers and assumptions matter, and your rights can be affected for months or years.
3) Sale Of The Business (Including “Pre-Pack” Sales)
A very common administration outcome is a sale of the business and assets. That can happen:
- during administration after marketing; or
- immediately on appointment via a “pre-pack” sale (a sale negotiated before administrators are appointed, then executed quickly once appointed).
If you’re a supplier, a sale can be a mixed bag:
- the buyer might continue trading and may want to keep you on (good);
- but the old debts usually stay with the insolvent entity (bad).
It’s also common for the buyer to want to renegotiate contracts or ask you to sign new terms.
4) Liquidation
If rescue or sale isn’t viable, administration can end in liquidation (winding up). Liquidation usually means the business stops and assets are sold off for creditors.
If you’re trying to understand the difference between “administration” and “liquidation”, the key practical point is that administration is often aimed at rescue or a better controlled result, while liquidation is primarily about closing and distributing assets.
What Should You Do If Your Business Is Facing Administration?
If you’re the director or owner of a small business in distress, the earlier you act, the more options you tend to have.
Administration might be the right tool in some cases, but it’s not something you “drift” into. It’s a major legal and commercial step.
Steps To Take Early (Before You Enter Administration)
- Get a clear financial picture. Cash flow forecasts, aged creditor lists, and realistic trading projections matter more than ever.
- Don’t ignore director duties. When insolvency is on the horizon, decisions should be made with creditors in mind (not just shareholders).
- Review key contracts. Look at termination rights, change-of-control clauses, and any personal guarantees you’ve given.
- Prioritise communications carefully. What you say to customers, suppliers, and staff can have legal consequences.
- Get advice early. The “right” strategy depends heavily on your business model, assets, and creditor profile.
Employees, Transfers, And TUPE
If you’re selling the business out of administration, employee rights can become a major part of the deal. In many sales, TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) may apply, meaning employees can transfer to the buyer with their existing rights.
The rules can get technical fast, especially around consultation obligations and which liabilities transfer. It’s worth working through a TUPE checklist early so the sale process doesn’t get derailed at the last minute.
Don’t “DIY” Major Legal Documents During A Crisis
When money is tight, it’s tempting to cut corners. But insolvency situations are exactly when weak paperwork hurts the most.
If you’re restructuring, selling parts of the business, or renegotiating key trading terms, you’ll often need documents that are properly drafted to fit your circumstances (not generic templates).
What Should You Do If You’re Dealing With A Company In Administration (As A Supplier, Customer, Or Creditor)?
For many small businesses, the more common scenario is: one of your customers goes into administration, or a key supplier enters administration and your operations are suddenly at risk.
Here’s a practical response plan.
1) Confirm The Facts Quickly
Don’t rely on rumours. Ask for the administrator’s details, reference numbers, and any official notice. Once confirmed, centralise communications so your team isn’t giving inconsistent messages or agreeing terms informally.
2) Gather Your Paperwork
Collect (and save copies of):
- signed contracts, purchase orders, and variations;
- your standard terms (including any ROT clause);
- delivery notes and evidence of supply/performance;
- invoices and statements;
- any emails confirming acceptance, scope changes, or payment arrangements.
This is not just admin. It’s what supports your claim and helps you assess your rights.
3) Stop And Think Before Supplying Anything New
If the administrator wants you to continue supply, consider:
- payment in advance or shorter payment terms;
- limiting scope to essential supply only;
- tightening credit limits;
- confirming who is liable for new orders (and in what capacity).
If you keep supplying without clarity, you can accidentally increase your exposure.
4) Submit Your Claim Properly
Administrators usually have a process for submitting claims (proof of debt). Follow it carefully and meet deadlines.
If you’re not sure what category you fall into (secured, preferential, unsecured) or what documents you need, getting advice early can prevent you being sidelined.
5) Consider Your Options For Recovering Value
Sometimes the best move isn’t “wait and hope”. Depending on the size of the debt and your cash flow needs, you might look at options such as assigning the debt (where appropriate) rather than tying up internal time for months.
If you’re exploring that route, it’s worth understanding the rules around Debt Assignment so you don’t accidentally breach confidentiality or contract restrictions.
6) Review Your Processes For Next Time
Once the dust settles, use it as a prompt to reduce your risk going forward. For example:
- tighten onboarding checks for new trade customers;
- use clearer payment terms and escalation triggers;
- ensure your contracts clearly deal with insolvency events and termination;
- consider deposits, staged payments, or milestone billing where possible.
It’s one of those painful business lessons that can strengthen your legal foundations for the future.
Key Takeaways
- If a company goes into administration, control typically passes from the directors to a licensed insolvency practitioner (the administrator), and a moratorium may restrict creditor enforcement action.
- Administration isn’t always the end of a business; common outcomes include rescue, a CVA, a sale (including pre-pack sales), or liquidation.
- Existing contracts don’t automatically terminate, but insolvency clauses, termination rights, and how the administrator deals with the company’s ongoing obligations can significantly affect your position.
- If you’re owed money, you’ll usually need to submit a formal claim to the administrator, and recovery for unsecured creditors is often partial and can take time.
- If you continue supplying after administrators are appointed, make sure you’ve agreed clear, safer terms (often payment in advance) before taking on new exposure.
- If your own business is at risk, acting early, understanding director duties, and getting tailored advice can preserve more options and reduce personal and commercial risk.
If you’d like help understanding what your contracts and options look like if a company goes into administration (or if your business is considering entering administration), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.


