• Legislation – Law created by Parliament.

• Fiduciary duty – Duty to act honestly and in the company’s best interest.

• Statute – A law written and passed by Parliament.

• Codified duties – Duties formally written into legislation.

• Infringed – Broken or violated (a right or law).

• Authorised – Given official approval or permission.

• Quorum – Minimum number of members required for a valid meeting.

• Bribe – Money or benefit offered illegally to influence actions.

• Commits an offence – Carries out an act that is unlawful.

• Insolvency – State of being unable to pay debts when due.

• Debenture – A company loan secured against assets.

• Due – Owed and payable.

• Liquidation / Winding up – Closing a company and selling assets to pay creditors.

• Creditor – A person or company owed money.

• Official Receiver – Court officer handling bankruptcies and liquidations.

• Administration – Procedure where an administrator manages an insolvent company.

• Petition – Formal request to a court to begin proceedings.

• In force – Currently valid and effective in law.

• Legal proceedings – Process of taking a matter to court.

• Receivership – When a receiver is appointed to manage company assets.

• Floating charge – Security interest over assets that change (e.g. stock).

• CVA – Agreement with creditors to repay debts over time.

• Solvency – Ability to pay debts; assets exceed liabilities.

 Directors’ Duties under the Companies Act 2006

-          Legislation – Laws made by Parliament.

-          Fiduciary duty – A duty to act honestly and in the best interest of the company.

-          Statute – A written law passed by Parliament.

-          Codified duties – Duties written down clearly in law.

-          Infringed – Broken or violated (a law or rule).

-          Authorised – Officially approved.

-          Quorum – The minimum number of people needed at a meeting to make decisions.

-          Bribe – Money or gift given to influence someone illegally.

-          Commits an offence – Breaks the law.

 Insolvency Procedures in the UK

-          Insolvency – When a company cannot pay its debts.

-          Debenture – A type of loan secured against company assets.

-          Due – Something that must be paid.

-          Liquidation – Selling company assets to pay debts.

-          Wound up (Winding up) – Closing a company permanently.

-          Creditor – A person or business owed money.

-          Official Receiver – Court officer managing insolvency cases.

-          Administration – When an external manager tries to rescue the company.

-          Petition – A formal request to court.

-          In force – A law or rule that is currently active.

-          Legal proceedings – Court actions.

-          Receivership / Administrative receivership – A creditor takes control of company assets to recover money.

-          Floating charge – A loan secured against company assets that can change (like stock).

-          Company voluntary arrangement (CVA) – An agreement with creditors to pay debts over time.

-          Solvency – The ability to pay debts.

Legislation: A law or set of law made by a government.

Fiduciary duty: Duty to act in the company’s best interest.

Statute: A written law.

Codified duties: Duties written into law.

Infringed: Broken law or rule.

Authorised: Given official permission.

Quorum: Minimum people needed in a meeting.

Bribe: Money/gift to influence someone illegally.

Commits an offence: Does something illegal.

Insolvency: Cannot pay debts.

Debenture: Loan agreement (often secured on assets).

Due: Payment that must be made.

Liquidation: Closing company and selling assets.

Wound up (Winding up): Another word for liquidation.

Creditor: Person/company owed money.

Official Receiver: Government officer handling insolvency.

Administration: Process to save or manage a company in debt.

Petition: Formal request to court.

In force: Law currently active.

Legal proceedings: Steps in court.

Receivership: Creditor takes control of company’s assets.

Floating charge: Security over changing assets (like stock).

CVA (Company Voluntary Arrangement): Deal to pay debts over time.

Solvency: Able to pay debts.

Directors’ Duties under the Companies Act 2006

• Legislation – A set of laws made by the government.

→ Luật pháp, hệ thống luật.

• Fiduciary duty – A legal duty to act in the best interest of someone else (e.g., a company or clients).

→ Nghĩa vụ ủy thác, phải hành động vì lợi ích của người khác.

• Statute – A written law passed by parliament.

→ Đạo luật.

• Codified duties – Duties that are written down and organized into law.

→ Nghĩa vụ được ghi rõ, thành luật.

• Infringed – Broken or violated (a law or right).

→ Vi phạm.

• Authorised – Given official permission or approval.

→ Được cho phép, được ủy quyền.

• Quorum – The minimum number of people needed for a meeting to be valid.

→ Số thành viên tối thiểu để cuộc họp hợp lệ.

• Bribe – Money or gifts given to influence someone illegally.

→ Hối lộ.

• Commits an offence – Does something against the law.

→ Phạm tội, vi phạm pháp luật.

Insolvency Procedures in the UK

• Insolvency – When someone or a company cannot pay their debts.

→ Tình trạng mất khả năng thanh toán.

• Debenture – A type of loan or bond that a company uses to raise money.

→ Trái phiếu nợ (khoản vay của công ty).

• Due – Something that is owed or must be paid.

→ Khoản nợ đến hạn.

• Liquidation – Closing a company and selling its assets to pay debts.

→ Giải thể, thanh lý tài sản để trả nợ.

• Wound up (Winding up) – Another way of saying liquidation, ending a company.

→ Giải thể công ty.

• Creditor – A person or organization that is owed money.

→ Chủ nợ.

• Official Receiver – A government officer who handles insolvency cases.

→ Người quản lý phá sản do tòa chỉ định.

• Administration – A legal process to protect a company while trying to rescue it.

→ Quản lý doanh nghiệp để cứu vãn trước khi phá sản.

• Petition – A formal request to the court (e.g., to wind up a company).

→ Đơn kiến nghị, yêu cầu tòa án.

• In force – Currently active and effective (a law).

→ Có hiệu lực (luật).

• Legal proceedings – Formal process in court.

→ Thủ tục tố tụng pháp lý.

• Receivership / Administrative receivership – When a receiver is appointed to control a company and recover money for creditors.

→ Quản lý doanh nghiệp để thu hồi nợ cho chủ nợ.

• Floating charge – A type of security interest over a company’s assets that can change.

→ Tài sản đảm bảo biến động (thế chấp chung trên tài sản).

• Company voluntary arrangement (CVA) – An agreement between a company and creditors to repay debts over time.

→ Thỏa thuận tự nguyện với chủ nợ để trả nợ dần.

• Solvency – The ability to pay debts when they are due.

→ Khả năng thanh toán.

Directors’ Duties under the Companies Act 2006

1. Legislation – The body of laws enacted by a legislative authority.

2. Fiduciary duty – A director’s obligation to act in the best interests of the company and its shareholders.

3. Statute – A law passed by a legislative body (e.g., Parliament).

4. Codified duties – Duties formally written into statutory law.

5. Infringed – Violated or broken (a law, rule, or regulation).

6. Authorised – Having official permission or legal power to act.

7. Quorum – The minimum number of members required to be present for a meeting to be valid.

8. Bribe – Money or advantage offered to influence someone dishonestly.

9. Commits an offence – Carries out an unlawful or criminal act.

Insolvency Procedures in the UK

1. Insolvency – The state of being unable to pay debts as they fall due.

2. Debenture – A type of debt instrument that is not secured by physical assets but backed by the general credit of the issuer.

3. Due – Something owed or payable, especially a debt.

4. Liquidation – The process of winding up a company and distributing its assets to creditors.

5. Wound up (Winding up) – The formal process of closing a company by liquidating its assets.

6. Creditor – A person or entity to whom money is owed.

7. Official Receiver – An officer of the court who administers bankruptcies and compulsory liquidations.

8. Administration – A legal process where an administrator is appointed to manage a company to rescue it or repay creditors.

9. Petition – A formal written request to the court to start insolvency or bankruptcy proceedings.

10. In force – Currently valid and legally binding.

11. Legal proceedings – Formal steps taken in a court of law.

12. Receivership / Administrative receivership – A procedure where a receiver is appointed to recover money owed to secured creditors.

13. Floating charge – A security interest over a company’s assets that can change over time until it “crystallises.”

14. Company voluntary arrangement (CVA) – A legally binding agreement between a company and its creditors to repay debts over time.

15. Solvency – The state of having sufficient assets to cover liabilities.

    
    

Legislation – Law enacted by a legislative body.

Fiduciary duty – A legal obligation to act in the best interests of another party.

Statute – A written law passed by a legislature.

Codified duties – Legal obligations formally set out in written law.

Infringed – Violated or breached a right or law.

Authorised – Having official permission or legal power to act.

Quorum – The minimum number of members required for a meeting to be valid.

Bribe – An unlawful inducement offered to influence a person’s actions.

Commits an offence – Carries out an act prohibited by law.

Insolvency – The state of being unable to pay debts when due.

Debenture – A written acknowledgment of debt, often secured against company assets.

Due – Owing or payable at a specified time.

Liquidation – The process of selling a company’s assets to pay creditors.

Wound up (Winding up) – The legal closure of a company, usually through liquidation.

Creditor – A person or entity to whom money is owed.

Official Receiver – A court officer responsible for administering insolvency cases.

Administration – A rescue procedure where an appointed administrator manages the company to protect it from creditors.

Petition – A formal application to a court requesting legal action

In force – Legally effective and operative.

Legal proceedings – Formal steps taken in a court of law.

Receivership / Administrative receivership – Control of company assets by a receiver appointed by a secured creditor.

Floating charge – A security interest over a class of assets that can change in the ordinary course of business.

Company voluntary arrangement (CVA) – A binding agreement between a company and creditors to repay debts over time.

Solvency – The state of being able to pay debts as they fall due.

Directors’ Duties under the Companies Act 2006

• Legislation – A law or set of laws made by a government.

• Fiduciary duty – A legal duty to act in the best interests of another person or company.

• Statute – A written law passed by Parliament.

• Codified duties – Legal responsibilities written into law.

• Infringed – Broken or violated (usually referring to laws or rights).

• Authorised – Officially approved or allowed.

• Quorum – The minimum number of members needed at a meeting to make decisions valid.

• Bribe – Money or favour given to influence someone dishonestly.

• Commits an offence – Carries out an illegal act.

Insolvency Procedures in the UK

• Insolvency – When a company or person cannot pay their debts.

• Debenture – A type of loan agreement secured against a company’s assets.

• Due – Owed, usually referring to money or payment.

• Liquidation – Selling assets to pay debts, often when closing a company.

• Wound up (Winding up) – The process of closing a company and distributing its assets.

• Creditor – A person or organisation owed money.

• Official Receiver – A government officer who deals with bankruptcies and company liquidations.

• Administration – A legal process to protect a company while trying to rescue it or pay debts.

• Petition – A formal request to the court, e.g., to wind up a company.

• In force – A law or regulation that is currently active.

• Legal proceedings – The process of taking a case through court.

• Receivership / Administrative receivership – When a receiver is appointed to take control of a company’s assets to repay debts.

• Floating charge – A security interest over a company’s assets that can change over time.

• Company voluntary arrangement (CVA) – A deal where a company agrees with creditors to repay debts over time.

• Solvency – The ability to pay debts as they fall due.

- Legislation: Bộ Luật

Laws made by the government, like rules everyone must follow.

- Fiduciary Duty: Nghĩa vụ ủy thác

A special responsibility to act in someone else's best interest, like a lawyer helping a client or a trustee managing money.

- Statute: Quy chế

A written law passed by lawmakers.

- Codified Duties: Hệ thống quy tắc ứng xử

Duties that are written down clearly in law books or legal codes.

- Infringed: Vi phạm

When someone breaks a law or violates another person’s rights.

- Authorised: Được cho phép

Officially allowed to do something by law or by someone in charge.

- Quorum: Túc số/ Số đại biểu tối thiểu

The minimum number of people needed at a meeting to make decisions legally.

- Bribe: Mua chuộc

Money or gifts given illegally to influence someone’s actions, usually in government or business.

- Commits an Offence: Vi phạm pháp luật

Does something that breaks the law and may be punished

Insolvency procedures in the UK

• Insolvency: vỡ nợ

  Can't pay debts when they are due.

• Debenture: trái khoán

  A loan agreement where a company borrows money and promises to repay.

• Due: Hạn nộp tiền

  Something that must be paid at a certain time.

• Liquidation: Đóng của công tu

  Closing a company and selling its things to pay debts.

• Wound up / Winding up: Another way to say liquidation.

• Creditor: Someone who is owed money.

• Official Receiver: A government person who handles liquidation or bankruptcy.

• Administration: A process where someone takes over a company to help save it or sell its things fairly.

• Petition: A formal request to the court to start insolvency.

• In force: A law or rule that is active.

• Legal proceedings: Steps taken in court to solve a legal problem.

• Receivership / Administrative receivership: When someone is put in charge of a company’s things to pay debts.

• Floating charge: A type of security over changing company assets like stock.

• Company Voluntary Arrangement (CVA): A deal between a company and creditors to pay debts over time.

• Solvency: Can pay all debts when they are due.

Legislation: Laws created and passed by a government body, such as a parliament or congress. It includes statutes, acts, and regulations.

Fiduciary: A person or entity that has a legal and ethical duty to act in the best interest of another party, often involving trust and loyalty

Statute: A written law passed by a legislative body.

Confidential duties: Duties of trust — like keeping secrets or acting for someone else’s benefit. statute.

Infringed: Violated or broken, usually referring to rights or lawắ

Authorized: Officially approved, permitted, or given the legal or formal right to act.

Quorum: The minimum number of members required to be present at a meeting for its proceedings to be valid.

Bribe: Money, favor, or other benefit offered or given to influence someone’s actions in a dishonest or illegal way.

Commits an offence: To do something that breake law or goes against rules or moral standards.

Insolvency: when a person or company cannot pay debts on time or owes more than they own.

Debenture:A written promise by a company to repay borrowed money with interest

Due:something that is owed or expected at a certain time.

Liquidation: the process of closing a business and selling its assets to pay debts.

Wound up: a company is closed down and its assets are distributed to pay debts

Creditor: A person or business that the company owes money to. This can be a bank, supplier, or anyone who has lent money or provided goods/services but has not been paid yet.

Official Receiver: A government officer who takes control of a company (or person’s property) when it goes bankrupt or is forced to close. They investigate what went wrong and manage the company’s remaining assets to pay creditors.

Administration: A legal process used when a company cannot pay its debts. An independent person (called an administrator) takes control of the company to try to save it, or if that is not possible, to get the best result for creditors.

Petition: A formal request sent to the court asking for a legal action. For example, a creditor can file a petition to make a company go into liquidation if it cannot pay its debts.

In force: A law or rule that is currently active and must be followed. If a section of the Companies Act is “in force,” it means it is officially working and has legal effect.

Legal proceedings – Court actions taken to resolve disputes or enforce rights.

Receivership – When a receiver is appointed to control a company’s assets to repay debts.

Floating charge – A loan security over changing assets (like stock), which becomes fixed if the company defaults.

Company voluntary arrangement – A deal with creditors that lets a struggling company pay debts over time while still operating.

Solvency – A company’s ability to pay its debts.

Văn Thuỵ Khanh

Nguyễn Thuỳ Linh

Nguyễn Ngọc Cát

Trần Thị Ngọc Hà

• Legislation: a law or a set of laws

  suggested by a government and made offical by a Parliament

• Authorised: having official permission to do something or for something to happen

• Fiduciary duties: legal obligation for someone in a position of trust (e.g. director) to act in the best interests of the company and its shareholders.

• Quorum: the minimum number of people required to officially hold a meeting and do business.

• statue (noun)

  A figure of a person or an animal in stone, metal, etc., usually the same size as in real life or larger.

• bribe (noun)

  A sum of money or something valuable that you give or offer to somebody to persuade them to help you, especially by doing something dishonest.

• Codified duties: Duties that are written into law or statute

  (not just custom).

• Commits an offence: When someone breaks the law or does something illegal.

• Infringed: Means that a rule, law, right, or agreement has been violated or broken.

• Insolvency (n): a state in which a business can't pay its debts.

• Debenture (n): a written, medium-to long-term debt instrument (like a bond) issued by a company to raise money, where the company promises to repay the investors (debenture holders) the principal amount along with a fixed interest later on.

• Due: satisfying or capable of satisfying an obligation, duty, or requirement under the law

• Liquidation: the process of closing a business, so that its assets can be sold to pay its debts

• Wound up (winding up): the process of closing a business that is not successful and has debts that it cannot manage

• Creditor: a person or company to whom money is owed.

• In force (phrase)

  Having legal power; being applied.

• Legal proceedings (noun)

  The act of using the legal system to settle an argument etc.; actions taken in a court of law.

• Receivership (noun)

  The state of a business being controlled by a receiver because it has no money.

• Administrative receivership: when a creditor with a floating charge appoints a receiver over all company assets to recover debt.

  
  

Legislation – Law enacted by a legislative body.

Fiduciary duty – A legal obligation to act in the best interests of another party.

Statute – A written law passed by a legislature.

Codified duties – Legal obligations formally set out in written law.

Infringed – Violated or breached a right or law.

Authorised – Having official permission or legal power to act.

Quorum – The minimum number of members required for a meeting to be valid.

Bribe – An unlawful inducement offered to influence a person’s actions.

Commits an offence – Carries out an act prohibited by law.

Insolvency – The state of being unable to pay debts when due.

Debenture – A written acknowledgment of debt, often secured against company assets.

Due – Owing or payable at a specified time.

Liquidation – The process of selling a company’s assets to pay creditors.

Wound up (Winding up) – The legal closure of a company, usually through liquidation.

Creditor – A person or entity to whom money is owed.

Official Receiver – A court officer responsible for administering insolvency cases.

Administration – A rescue procedure where an appointed administrator manages the company to protect it from creditors.

Petition – A formal application to a court requesting legal action

In force – Legally effective and operative.

Legal proceedings – Formal steps taken in a court of law.

Receivership / Administrative receivership – Control of company assets by a receiver appointed by a secured creditor.

Floating charge – A security interest over a class of assets that can change in the ordinary course of business.

Company voluntary arrangement (CVA) – A binding agreement between a company and creditors to repay debts over time.

Solvency – The state of being able to pay debts as they fall due.