Notice of Intention to Appoint Administrators (NOI)

• ›Paragraph 26 — NOI by the company or its directors.
• ›Paragraph 15 — the underlying out-of-court appointment power for company / directors.
• ›Paragraph 14 — out-of-court appointment by a qualifying floating charge holder (separate procedure, different NOI under paragraph 27).
• ›Paragraph 44 — the interim moratorium that NOI activates.

Two distinct NOI routes exist — by the company/directors (para.26) and by a qualifying floating charge holder (para.27). This article focuses on the more common paragraph 26 route.

• ›Triggers the interim moratorium under para.44 — creditor enforcement is paused for 10 business days from the date of filing.
• ›Notifies qualifying floating charge holders (QFCHs) of the intended appointment — they have 5 business days to agree or appoint their own administrator under para.14.
• ›Provides a procedural window to complete preparation — finalise the administrator's consent to act, complete sale negotiations, secure financing.

• ›Winding-up resolution or petition — the company cannot be put into liquidation by another route during the moratorium.
• ›Enforcement of security — secured creditors cannot enforce (appoint receivers, take possession of charged assets) without Court permission.
• ›Repossession of goods under hire purchase / leasing — financiers cannot recover their goods without Court permission.
• ›Forfeiture of premises by landlords — landlord cannot terminate the lease for non-payment without Court permission.
• ›Other legal process — generally, legal proceedings against the company are stayed without Court permission.

The moratorium is interim — it lasts 10 business days from NOI filing. If administration is not formally entered within that period, the moratorium expires and the NOI lapses. Creditor enforcement options revive.

• ›Statement of administrator's consent obtained — the proposed administrator (a Licensed Insolvency Practitioner) provides written consent to act.
• ›NOI filed at Court — typically the High Court (Companies Court) or the County Court Business and Property Courts. Form 2.8B is the standard form for company NOI; Form 2.10B for director NOI.
• ›Copies of NOI served on QFCHs — notification of intended appointment; QFCHs have 5 business days to respond.
• ›Notice to other interested parties — typically secured creditors, key landlords, parent companies.
• ›Within 10 business days — formal appointment under para.22 (out-of-court appointment).

If the company is the applicant, a board resolution authorising the NOI is required, followed by approval by 75% of members at a general meeting (or by written resolution). If the directors are the applicants, only a board resolution is required — no member approval needed. Director-led NOI is faster and more common.

• ›Consent to the appointment of the company's proposed administrator — the appointment proceeds as proposed.
• ›Appoint their own administrator under para.14 — the QFCH's nominee replaces the company's proposed administrator.
• ›Do nothing — after 5 business days, the company's proposed administrator can be appointed without QFCH consent.

In practice, most QFCHs consent or do nothing — they have limited incentive to interfere where the proposed administrator is reputable and the proposed plan benefits creditors. Disputed appointments are rare.

1. Hostile petition pending

A creditor has presented a winding-up petition. The directors prefer administration to compulsory liquidation. NOI creates the moratorium that prevents the petition being granted while administration is finalised. The administration appointment typically results in the petition being stayed or dismissed.

2. Multiple enforcement threats

Several creditors are simultaneously enforcing — bailiffs, HCEOs, landlords. The NOI moratorium pauses everyone, giving the directors time to complete administration appointment and consolidate the position.

3. Pre-pack sale completion

Where a pre-pack administration is being prepared, the NOI may be filed to secure the interim moratorium while final negotiations on the sale terms are completed. The administration is then entered (typically on the same day as the pre-pack sale completes).

4. Strategic protection during refinancing or sale

Where the company is in late-stage refinancing or sale discussions but creditor patience is exhausted, NOI provides breathing space. If the refinance / sale completes during the 10-business-day moratorium, the NOI can lapse without administration being entered.

• ›10 business days only — a short window. If administration cannot be completed within 10 business days, the moratorium lapses.
• ›QFCH can pre-empt — the QFCH can appoint their own administrator under para.14, displacing the company's choice.
• ›Not available to all companies — companies that do not qualify for out-of-court administration appointment cannot use the paragraph 26 NOI route.
• ›Costs — NOI filing fee, administrator's preparation costs, legal fees. Typical £5,000–£15,000 in advance of the substantive administration costs.
• ›Subsequent administration is committed — filing the NOI signals that administration is intended; backing out without entering administration may raise questions.

Where circumstances allow, direct appointment (without NOI) is often preferable: no 10-day interim moratorium needed, lower cost, faster appointment, less procedural risk. NOI is most useful where immediate appointment isn't possible or the company needs urgent moratorium protection before the formal appointment can be perfected.

For the Administration procedure as a whole, see Administration pillar. For pre-pack administration where NOI is sometimes used as a preparatory step, see Pre-pack administration explained. For the decision between administration and CVL, see Administration vs CVL.