House of Commons Amendments

Session 2014 - 15
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Other Bills before Parliament

Notices of Amendments:
145

, continued

    (34)
In paragraph 38(2)—

(a)
in paragraph (a) for “either of the meetings” substitute “the meeting of

the company or in the relevant qualifying decision procedure”;

(b)
in paragraph (b) for “at the creditors’ meeting” substitute “in the

relevant qualifying decision procedure”.

    (35)
In paragraph 38(3)(a) after “30(3)” insert “and (4)”.

    (36)
In paragraph 38(3)(b)—

(a)
for “creditors’ meeting” substitute “relevant qualifying decision

procedure”;

(b)
for “the meeting” substitute “the relevant qualifying decision

procedure”.

    (37)
In paragraph 38(4)(a)(ii) for “in question” substitute “of the company, or in the

relevant qualifying decision procedure,”.

    (38)
In paragraph 38(4)(b)—

(a)
for “further meetings” substitute “a further company meeting”;

(b)
after “(1)(b)” insert “and relating to the company meeting”;

(c)
omit “or (as the case may be) creditors’”.

    (39)
In paragraph 38(4), after paragraph (b) insert—

“(c)
direct any person—

(i)
to seek a decision from the company’s creditors

(using a qualifying decision procedure) as to whether

they approve any revised proposal for a voluntary

arrangement which the directors may make, or

(ii)
in a case falling within sub-paragraph (1)(b) and

relating to the relevant qualifying decision procedure,

to seek a decision from the company’s creditors

(using a qualifying decision procedure) as to whether

they approve the original proposal.”

    (40)
In paragraph 38(5), after “(4)(b)(i)” insert “or (c)(i)”.

    (41)
In paragraph 38(6) and (7)(a), after “(4)(b)” insert “or (c)”.

    (42)
In paragraph 38(9)—

(a)
the words from “a decision” to the end become paragraph (a);

(b)
in that paragraph (a), after “at a” insert “company”;

(c)
after that paragraph (a) insert “, and

(b)
a decision of the company’s creditors made in the

relevant qualifying decision procedure is not

invalidated by any irregularity in relation to the

relevant qualifying decision procedure.”

    (43)
In paragraph 39(1) for the words from “approved” to the end substitute “has

taken effect under paragraph 37.”

    (44)
In paragraph 40(5)—

(a)
in paragraph (c), omit “creditors or”;

(b)
after paragraph (c) insert—

“(ca)
require a decision of the company’s creditors to be

sought (using a qualifying decision procedure) on

such matters as the court may direct,”.

    (45)
For paragraph 44(8) substitute—

    “(8)
The appropriate regulator must be given notice of any qualifying

decision procedure by which a decision of the company’s creditors

is sought for the purposes of this Schedule.

Notices of Amendments:
146

, continued

    (8A)
The appropriate regulator, or a person appointed by the appropriate

regulator, may in the way provided for by the rules participate in

(but not vote in) any qualifying decision procedure by which a

decision of the company’s creditors is sought for the purposes of

this Schedule.”

    (46)
Omit paragraph 44(9)(a).

    (47)
In paragraph 44(17A)(b) for “sub-paragraph” substitute “sub-paragraphs (8A)

and”.

Administration

10  (1)
Schedule B1 (administration) is amended as follows.

      (2)
In paragraph 49(4)(b), after “company” insert “, other than an opted-out

creditor,”.

      (3)
Omit paragraph 50 and the heading before it.

      (4)
For the heading before paragraph 51 substitute “Consideration of

administrator’s proposals by creditors”.

      (5)
In paragraph 51, for sub-paragraphs (1) to (3) substitute—

    “(1)
The administrator must seek a decision from the company’s

creditors as to whether they approve the proposals set out in the

statement made under paragraph 49(1).

      (2)
The initial decision date for that decision must be within the period

of 10 weeks beginning with the day on which the company enters

administration.

      (3)
The “initial decision date” for that decision—

(a)
if the decision is initially sought using the deemed consent

procedure, is the date on which a decision will be made if

the creditors by that procedure approve the proposals, and

(b)
if the decision is initially sought using a qualifying decision

procedure, is the date on or before which a decision will be

made if it is made by that qualifying decision procedure

(assuming that date does not change after the procedure is

instigated).”

      (6)
In paragraph 52(2), for the words from “summon” to “requested” substitute

“seek a decision from the company’s creditors as to whether they approve the

proposals set out in the statement made under paragraph 49(1) if requested to

do so”.

      (7)
For paragraph 52(3) substitute—

    “(3)
Where a decision is sought by virtue of sub-paragraph (2) the initial

decision date (as defined in paragraph 51(3)) must be within the

prescribed period.”

      (8)
For the heading before paragraph 53 substitute “Creditors’ decision”.

      (9)
In paragraph 53, for sub-paragraph (1) substitute—

    “(1)
The company’s creditors may approve the administrator’s

proposals—

(a)
without modification, or

(b)
with modification to which the administrator consents.”

    (10)
In paragraph 53(2)—

(a)
for “After the conclusion of an initial creditors’ meeting the”

substitute “The”;

Notices of Amendments:
147

, continued

(b)
after “taken” insert “by the company’s creditors”.

    (11)
In paragraph 54(1)(a) for “at an initial creditors’ meeting” substitute “by the

company’s creditors”.

    (12)
Omit paragraph 54(2)(a).

    (13)
In paragraph 54(2)(b)—

(a)
omit “with the notice of the meeting sent”;

(b)
after “creditor” insert “who is not an opted-out creditor”.

    (14)
For paragraph 54(2)(d) substitute—

“(d)
seek a decision from the company’s creditors as to whether

they approve the proposed revision.”

    (15)
For paragraph 54(5) substitute—

    “(5)
The company’s creditors may approve the proposed revision—

(a)
without modification, or

(b)
with modification to which the administrator consents.”

    (16)
In paragraph 54(6)—

(a)
for “After the conclusion of a creditors’ meeting the” substitute “The”;

(b)
after “taken” insert “by the company’s creditors”.

    (17)
For paragraph 55(1) substitute—

    “(1)
This paragraph applies where an administrator—

(a)
reports to the court under paragraph 53 that a company’s

creditors have failed to approve the administrator’s

proposals, or

(b)
reports to the court under paragraph 54 that a company’s

creditors have failed to approve a revision of the

administrator’s proposals.”

    (18)
In the heading before paragraph 56, for “meetings” substitute “decisions”.

    (19)
In paragraph 56(1), for “summon a creditors’ meeting”—

(a)
in the first place, substitute “seek a decision from the company’s

creditors on a matter”;

(b)
in the second place, substitute “do so”.

    (20)
In paragraph 56(2), for “summon a creditors’ meeting” substitute “seek a

decision from the company’s creditors on a matter”.

    (21)
In paragraph 57(1), for “A creditors’ meeting may” substitute “The company’s

creditors may, in accordance with the rules,”.

    (22)
Omit paragraph 58 and the heading before it.

    (23)
In paragraph 62, for the words from “may” to the end substitute “may—

(a)
call a meeting of members of the company;

(b)
seek a decision on any matter from the company’s

creditors.”

    (24)
For paragraph 74(4)(c) substitute—

“(c)
require a decision of the company’s creditors to be sought

on a matter;”.

    (25)
For paragraph 78(1)(b) substitute—

“(b)
if the company has unsecured debts, the unsecured

creditors of the company.”

    (26)
For paragraph 78(2)(b)(ii) substitute—

“(ii)
the preferential creditors of the company.”

    (27)
After paragraph 78(2) insert—

Notices of Amendments:
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, continued

  “(2A)
Whether the company’s unsecured creditors or preferential

creditors consent is to be determined by the administrator seeking a

decision from those creditors as to whether they consent.”

    (28)
Omit paragraph 78(3).

    (29)
In paragraph 79(2)(c) for “a creditors’ meeting requires him to” substitute “the

company’s creditors decide that he must”.

    (30)
In paragraph 80(4) after “company” insert “, other than an opted-out creditor,”.

    (31)
In paragraph 83(5)(b) after “creditor” insert “, other than an opted-out

creditor,”.

    (32)
In paragraph 84(5)(b) after “creditor” insert “, other than an opted-out

creditor,”.

    (33)
In the heading before paragraph 97, for “meeting” substitute “decision”.

    (34)
For paragraph 97(2) and (3) substitute—

    “(2)
The administrator may be replaced by a decision of the creditors

made by a qualifying decision procedure.

      (3)
The decision has effect only if, before the decision is made, the new

administrator has consented to act in writing.”

    (35)
In paragraph 98(2)(b), for the second “resolution” substitute “decision”.

    (36)
In paragraph 98(3)—

(a)
after “as passed” insert “and a decision shall be taken as made”;

(b)
after “if) passed” insert “or made”.

    (37)
For paragraph 98(3)(b)(ii) substitute—

“(ii)
the preferential creditors of the company.”

    (38)
After paragraph 98(3) insert—

  “(3A)
Whether the company’s preferential creditors give their approval is

to be determined by a decision of those creditors as to whether they

give their approval.

    (3B)
In a case where the administrator is removed from office, that

decision must be made by a qualifying decision procedure.”

    (39)
For paragraph 108(2)(b) substitute—

“(b)
if the company has unsecured debts, the unsecured

creditors of the company.”

    (40)
For paragraph 108(3)(b)(ii) substitute—

“(ii)
the preferential creditors of the company.”

    (41)
After paragraph 108(3) insert—

  “(3A)
Whether the company’s unsecured creditors or preferential

creditors consent is to be determined by the administrator seeking a

decision from those creditors as to whether they consent.”

    (42)
Omit paragraph 108(4).

    (43)
In paragraph 111, omit the definitions of “correspondence” and “creditors’

meeting”.

11  (1)
Schedule 10 (offences) is amended as follows.

      (2)
In the entry for Schedule B1, paragraph 51(5), in column 2, for “arrange initial

creditors’ meeting” substitute “seek creditors’ decision”.

      (3)
In the entry for Schedule B1, paragraph 53(3), in column 2, for “at initial

creditors’ meeting” substitute “by creditors”.

      (4)
In the entry for Schedule B1, paragraph 54(7), in column 2, for the words from

“decision” to “consider” insert “creditors’ decision on”.

Notices of Amendments:
149

, continued

      (5)
In the entry for Schedule B1, paragraph 56(2), in column 2, for “summon

creditors’ meeting” substitute “seek creditors’ decision”.

Receivers and managers

12  (1)
Section 48 (report by administrative receiver - England and Wales) is amended

as follows.

      (2)
In subsection (1), after “such creditors” insert “, other than opted-out

creditors,”.

      (3)
In subsection (2)—

(a)
in paragraph (a), after “company” insert “, other than opted-out

creditors,”;

(b)
omit the words after paragraph (b).

      (4)
Omit subsection (3).

13
In section 49(1) (committee of creditors - England and Wales), for the words

from the beginning to “fit” substitute “Where an administrative receiver has

sent or published a report as mentioned in section 48(2) the company’s

unsecured creditors may, in accordance with the rules”.

14  (1)
Section 67 (report by receiver - Scotland) is amended as follows.

      (2)
In subsection (1), after “such creditors” insert “, other than opted-out

creditors,”.

      (3)
In subsection (2)—

(a)
in paragraph (a), after “company” insert “, other than opted-out

creditors”;

(b)
omit the words after paragraph (b).

      (4)
Omit subsection (3).

15
In section 68(1) (committee of creditors - Scotland), for the words from the

beginning to “fit” substitute “Where a receiver has sent or published a report

as mentioned in section 67(2) the company’s unsecured creditors may, in

accordance with the rules”.

Winding-up

16
For section 94 (members’ voluntary winding up: final meeting of company

prior to dissolution) substitute—

“94
Final account prior to dissolution

(1)
As soon as the company’s affairs are fully wound up the liquidator

must make up an account of the winding up, showing how it has been

conducted and the company’s property has been disposed of.

(2)
The liquidator must send a copy of the account to the members of the

company before the end of the period of 14 days beginning with the

day on which the account is made up.

(3)
The liquidator must send a copy of the account to the registrar of

companies before the end of that period (but not before sending it to

the members of the company).

(4)
If the liquidator does not comply with subsection (2) the liquidator is

liable to a fine.

(5)
If the liquidator does not comply with subsection (3) the liquidator is

liable to a fine and, for continued contravention, a daily default fine.”

17  (1)
Section 95 (effect of company’s insolvency) is amended as follows.

Notices of Amendments:
150

, continued

      (2)
After subsection (1) insert—

“(1A)
The liquidator must before the end of the period of 7 days beginning

with the day after the day on which the liquidator formed that

opinion—

(a)
make out a statement in the prescribed form as to the affairs of

the company, and

(b)
send it to the company’s creditors.”

      (3)
Omit subsections (2) to (3) and (5) to (7).

18  (1)
Section 96 (conversion to creditors’ voluntary winding up) is amended as

follows.

      (2)
For “creditors’ meeting is held under section 95” substitute “liquidator sends a

statement of the company’s affairs to the company’s creditors under section

95(1A)(b)”.

      (3)
For paragraph (b) substitute—

“(b)
the statement of affairs sent to the company’s creditors under

section 95(1A)(b) were the statement required by section 99;”.

19
In section 97(2) (application of Chapter 4), for “Sections 98 and 99 do”

substitute “Section 99 does”.

20
Omit section 98 (meeting of creditors).

21  (1)
Section 99 (directors to lay statement of affairs before creditors) is amended as

follows.

      (2)
For subsection (1) substitute—

“(1)
The directors of the company must, before the end of the period of 7

days beginning with the day after the day on which the company

passes a resolution for voluntary winding up—

(a)
make out a statement in the prescribed form as to the affairs of

the company, and

(b)
send the statement to the company’s creditors.”

      (3)
For subsection (3) substitute—

“(3)
If the directors without reasonable excuse fail to comply with

subsection (1), (2) or (2A), they are guilty of an offence and liable to

a fine.”

22  (1)
For section 100 (appointment of liquidator) substitute—

“100
Appointment of liquidator

(1)
The company may nominate a person to be liquidator at the company

meeting at which the resolution for voluntary winding up is passed.

(2)
If the company nominates a person at that meeting, the directors of the

company must—

(a)
seek a decision from the company’s creditors as to whether

they agree to the appointment of that person as liquidator, and

(b)
ensure that the initial decision date for that decision is within

the period of 14 days beginning with the day after the day of

that meeting.

(3)
If the creditors agree to the appointment as liquidator of the person

nominated by the company, that person is to be the liquidator.

(4)
If the creditors do not agree to the appointment as liquidator of the

person nominated by the company, the liquidator is to be the person (if

Notices of Amendments:
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, continued

any) nominated by the creditors in accordance with the rules, subject

to subsection (5).

(5)
If the company and the creditors nominate different persons, any

director, member or creditor of the company may, before the end of the

period of 7 days beginning with the day after the day on which the

nomination was made by the creditors, apply to the court for an order

either—

(a)
directing that the person nominated as liquidator by the

company is to be liquidator instead of or jointly with the

person nominated by the creditors, or

(b)
appointing some other person to be liquidator instead of the

person nominated by the creditors.

(6)
If the company does not nominate a person to be liquidator at the

meeting at which the resolution for voluntary winding up is passed, the

liquidator is to be the person (if any) nominated by the creditors in

accordance with the rules.

(7)
In the case of a winding-up which is converted to a creditors’

voluntary winding-up under section 96—

(a)
subsection (2) does not apply;

(b)
the person who is the liquidator of the company immediately

before the conversion (“the existing liquidator”) must—

(i)
seek a decision from the company’s creditors as to

whether they agree to the existing liquidator’s

appointment as liquidator, and

(ii)
ensure that the initial decision date for that decision is

within the period of 28 days beginning with the day

after the day on which the existing liquidator forms

the opinion mentioned in section 95(1);

(c)
subsections (3) to (5) apply as if the existing liquidator had

been nominated to be liquidator by the company.

(8)
The “initial decision date” for a decision of the company’s creditors as

to whether they agree to a person’s appointment as liquidator—

(a)
if the decision is initially sought using the deemed consent

procedure, is the date on which a decision will be made if the

creditors by that procedure agree to the person’s appointment

as liquidator, and

(b)
if the decision is initially sought using a qualifying decision

procedure, is the date on or before which a decision will be

made if it is made by that qualifying decision procedure

(assuming that date does not change after the procedure is

instigated).

(9)
If the directors without reasonable excuse fail to comply with

subsection (2) they are guilty of an offence and liable to a fine.”

      (2)
In section 100 (as substituted by sub-paragraph (1)), after subsection (5)

insert—

“(5A)
The court must grant an application under subsection (5) made by the

holder of a qualifying floating charge in respect of the company’s

property (within the meaning of paragraph 14 of Schedule B1) unless

the court thinks it right to refuse the application because of the

particular circumstances of the case.”



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