House of Commons Amendments

Session 2014 - 15
Internet Publications
Other Bills before Parliament

Public Bill Committee:
295

, continued

(a)
for “resolve” (in both places) substitute “decide”;

(b)
for “the persons mentioned in the resolution” (in both places)

substitute “those persons”.

24
Omit section 102 (creditors’ meeting where winding up converted under

section 96).

25
In section 104A (progress report to company and creditors at year’s end

(England and Wales)), in subsection (1)(b)(i), after “creditors” insert “, other

than opted-out creditors”.

26  (1)
Section 105 (meetings of company and creditors at each year’s end (Scotland))

is amended as follows.

      (2)
In subsection (1), after “company and” insert “(despite section 246ZE)”.

      (3)
In subsection (4), for “creditors meeting under section 95 is held” substitute

“liquidator sends a statement of affairs to the company’s creditors under

section 95(1A)(b)”.

27
For section 106 (creditors’ voluntary winding-up: final meetings of company

and creditors prior to dissolution) substitute—

“106
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, before the end of the period of 14 days beginning

with the day on which the account is made up—

(a)
send a copy of the account to the company’s members,

(b)
send a copy of the account to the company’s creditors (other

than opted-out creditors), and

(c)
give the company’s creditors (other than opted-out creditors)

a notice explaining the effect of section 173(2)(e) and how

they may object to the liquidator’s release.

(3)
The liquidator must during the relevant period send to the registrar of

companies—

(a)
a copy of the account, and

(b)
a statement of whether any of the company’s creditors

objected to the liquidator’s release.

(4)
The relevant period is the period of 7 days beginning with the day after

the last day of the period prescribed by the rules as the period within

which the creditors may object to the liquidator’s release.

(5)
If the liquidator does not comply with subsection (2) the liquidator is

liable to a fine.

(6)
If the liquidator does not comply with subsection (3) the liquidator is

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

28
In section 114(2) (powers of directors in voluntary winding up where no

liquidator nominated by company)—

(a)
omit “98 (creditors’ meeting) and”;

(b)
after “affairs)” insert “and 100(6) (nomination of liquidator by

creditors)”.

29  (1)
Section 136 (functions of official receiver in relation to office of liquidator) is

amended as follows.

Public Bill Committee:
296

, continued

      (2)
In subsection (4) for “summon separate meetings of” substitute “in accordance

with the rules seek nominations from”.

      (3)
In subsection (5)(a) and (c), omit “to summon meetings”.

      (4)
In subsection (6), for “summon meetings of” substitute “seek nominations

from”.

30  (1)
Section 137 (appointment by Secretary of State) is amended as follows.

      (2)
In subsection (2)—

(a)
for “meetings are held” substitute “nominations are sought from the

company’s creditors and contributories”;

(b)
omit “of those meetings”.

      (3)
In subsection (5), for the words from “shall” to the end substitute “must explain

the procedure for establishing a liquidation committee under section 141.”

31  (1)
Section 138 (appointment of liquidator in Scotland) is amended as follows.

      (2)
In subsection (3), for “summon separate meetings of” substitute “in

accordance with the rules seek nominations from”.

      (3)
In subsection (4), for the words from “summon under” to the second “meeting

of” substitute “seek a nomination from the company’s contributories under

subsection (3), he may seek a nomination only from”.

      (4)
In subsection (5)—

(a)
for “one or more meetings are held” substitute “a nomination is sought

from the company’s creditors, or nominations are sought from the

company’s creditors and contributories,”;

(b)
for “by the meeting or meetings” substitute “as a result”.

32  (1)
Section 139 (choice of liquidator at meetings of creditors and contributories)

is amended as follows.

      (2)
In subsection (1), for “separate meetings of the company’s creditors and

contributories are summoned” substitute “nominations are sought from the

company’s creditors and contributories”.

      (3)
In subsection (2) for “at their respective meetings may” substitute “may in

accordance with the rules”.

      (4)
In the heading, for “at meetings of” substitute “by”.

33
In section 140(3) (appointment of liquidator by court following administration

or voluntary arrangement), for the words from “he” to the end substitute

“section 136(5)(a) and (b) does not apply.”

34
In section 141 (liquidation committee: England and Wales) for subsections (1)

to (3) substitute—

“(1)
This section applies where a winding up order has been made by the

court in England and Wales.

(2)
If both the company’s creditors and the company’s contributories

decide that a liquidation committee should be established, a

liquidation committee is to be established in accordance with the rules.

(3)
If only the company’s creditors, or only the company’s contributories,

decide that a liquidation committee should be established, a

liquidation committee is to be established in accordance with the rules

unless the court orders otherwise.

(3A)
A “liquidation committee” is a committee having such functions as are

conferred on it by or under this Act.

(3B)
The liquidator must seek a decision from the company’s creditors and

contributories as to whether a liquidation committee should be

Public Bill Committee:
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, continued

established if requested, in accordance with the rules, to do so by one-

tenth in value of the company’s creditors.

(3C)
Subsection (3B) does not apply where the liquidator is the official

receiver.”

35  (1)
Section 142 (liquidation committee (Scotland)) is amended as follows.

      (2)
For subsections (1) to (4) substitute—

“(1)
This section applies where a winding up order has been made by the

court in Scotland.

(2)
If both the company’s creditors and the company’s contributories

decide that a liquidation committee should be established, a

liquidation committee is to be established in accordance with the rules.

(3)
If only the company’s creditors, or only the company’s contributories,

decide that a liquidation committee should be established, a

liquidation committee is to be established in accordance with the rules

unless the court orders otherwise.

(4)
A liquidator appointed by the court other than under section 139(4)(a)

must seek a decision from the company’s creditors and contributories

as to whether a liquidation committee should be established if

requested, in accordance with the rules, to do so by one-tenth in value

of the company’s creditors.”

      (3)
In subsection (6), for the words from “In” to “has” substitute “A “liquidation

committee” is a committee having the powers and duties conferred and

imposed on it by this Act, and”.

36
For section 146 (compulsory winding-up - duty to summon final meeting)

substitute—

“146
Final account

(1)
This section applies where a company is being wound up by the court

and the liquidator is not the official receiver.

(2)
If it appears to the liquidator that the winding up of the company is for

practical purposes complete 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.

(3)
The liquidator must—

(a)
send a copy of the account to the company’s creditors (other

than opted-out creditors), and

(b)
give the company’s creditors (other than opted-out creditors)

a notice explaining the effect of section 174(4)(d) and how

they may object to the liquidator’s release.

(4)
The liquidator must during the relevant period send to the court and the

registrar of companies—

(a)
a copy of the account, and

(b)
a statement of whether any of the company’s creditors

objected to the liquidator’s release.

(5)
The relevant period is the period of 7 days beginning with the day after

the last day of the period prescribed by the rules as the period within

which the creditors may object to the liquidator’s release.”

Public Bill Committee:
298

, continued

37
In section 160(1) (delegation of court’s powers to liquidator (England and

Wales)) for paragraph (a) substitute—

“(a)
the seeking of decisions on any matter from creditors and

contributories,”.

38  (1)
Section 166 (liquidator’s powers and duties in creditors’ voluntary winding

up) is amended as follows.

      (2)
In subsection (2), for the words from “during” to the end substitute “before a

liquidator has been appointed in accordance with section 100.”

      (3)
Omit subsection (4).

      (4)
In subsection (5), for the words from the beginning to the end of paragraph (b)

substitute “If the directors fail to comply with—

(a)
section 99(1), (2) or (2A), or

(b)
section 100(2),”.

39
In section 168 (liquidator’s supplementary powers: England and Wales) for

subsection (2) substitute—

“(2)
The liquidator may seek a decision on any matter from the company’s

creditors or contributories; and must seek a decision on a matter—

(a)
from the company’s creditors, if requested to do so by one-

tenth in value of the creditors;

(b)
from the company’s contributories, if requested to do so by

one-tenth in value of the contributories.”

40  (1)
Section 171 (removal of liquidator in voluntary winding up) is amended as

follows.

      (2)
In subsection (2)(b), for “general meeting of the company’s creditors

summoned” substitute “decision of the company’s creditors made by a

qualifying decision procedure instigated”.

      (3)
For subsection (3) substitute—

“(3)
Where the liquidator in a members’ voluntary winding up was

appointed by the court under section 108, a meeting such as is

mentioned in subsection (2)(a) shall be summoned only if—

(a)
the liquidator thinks fit,

(b)
the court so directs, or

(c)
the meeting is requested in accordance with the rules by

members representing not less than one-half of the total voting

rights of all the members having at the date of the request a

right to vote at the meeting.

(3A)
Where the liquidator in a creditors’ voluntary winding up was

appointed by the court under section 108, a qualifying decision

procedure such as is mentioned in subsection (2)(b) is to be instigated

only if—

(a)
the liquidator thinks fit,

(b)
the court so directs, or

(c)
it is requested in accordance with the rules by not less than

one-half in value of the company’s creditors.”

      (4)
For subsection (6) substitute—

“(6)
In the case of a members’ voluntary winding up, the liquidator vacates

office as soon as the liquidator has complied with section 94(3)

(requirement to send final account to registrar).

Public Bill Committee:
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, continued

(7)
In the case of a creditors’ voluntary winding up, the liquidator vacates

office as soon as the liquidator has complied with section 106(3)

(requirement to send final account etc. to registrar).”

41  (1)
Section 172 (removal of liquidator in compulsory winding up) is amended as

follows.

      (2)
In subsection (2), for “general meeting of the company’s creditors summoned”

substitute “decision of the company’s creditors made by a qualifying decision

procedure instigated”.

      (3)
In subsection (3)—

(a)
in paragraph (a) omit “a meeting of”;

(b)
for the words from “a general meeting” to “the meeting” substitute “a

qualifying decision procedure such as is mentioned in subsection (2)

shall be instigated only if the liquidator thinks fit, the court so directs,

or it”.

      (4)
For subsection (8) substitute—

“(8)
Where the liquidator has produced an account of the winding up under

section 146 (final account), the liquidator vacates office as soon as the

liquidator has complied with section 146(4) (requirement to send

account etc. to registrar and to court).”

42  (1)
Section 173 (release of liquidator in voluntary winding up) is amended as

follows.

      (2)
In subsection (2), for paragraphs (a) and (b) substitute—

“(a)
in the following cases, the time at which notice is given to the

registrar of companies in accordance with the rules that the

person has ceased to hold office—

(i)
the person has been removed from office by a general

meeting of the company,

(ii)
the person has been removed from office by a

decision of the company’s creditors and the

company’s creditors have not decided against his

release,

(iii)
the person has died;

(b)
in the following cases, such time as the Secretary of State

may, on the application of the person, determine—

(i)
the person has been removed from office by a

decision of the company’s creditors and the

company’s creditors have decided against his release,

(ii)
the person has been removed from office by the court,

(iii)
the person has vacated office under section 171(4);”.

      (3)
In subsection (2)(d), for “(6)(a)” substitute “(6)”.

      (4)
In subsection (2), for paragraph (e) substitute—

“(e)
in the case of a person who has vacated office under section

171(7)—

(i)
if any of the company’s creditors objected to the

person’s release before the end of the period for so

objecting prescribed by the rules, such time as the

Secretary of State may, on an application by that

person, determine, and

(ii)
otherwise, the time at which the person vacated

office.”

      (5)
After subsection (2) insert—

Public Bill Committee:
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, continued

“(2A)
Where the person is removed from office by a decision of the

company’s creditors, any decision of the company’s creditors as to

whether the person should have his release must be made by a

qualifying decision procedure.”

43  (1)
Section 174 (release of liquidator in compulsory winding up) is amended as

follows.

      (2)
In subsection (2)(a), for “a general meeting of” substitute “the company’s”.

      (3)
In subsection (4), for paragraphs (a) and (b) substitute—

“(a)
in the following cases, the time at which notice is given to the

court in accordance with the rules that the person has ceased

to hold office—

(i)
the person has been removed from office by a

decision of the company’s creditors and the

company’s creditors have not decided against his

release,

(ii)
the person has died;

(b)
in the following cases, such time as the Secretary of State

may, on the application of the person, determine—

(i)
the person has been removed from office by a

decision of the company’s creditors and the

company’s creditors have decided against his release;

(ii)
the person has been removed from office by the court

or the Secretary of State;

(iii)
the person has vacated office under section 172(5) or

(7);”.

      (4)
In subsection (4)(d), for sub-paragraphs (i) and (ii) substitute—

“(i)
if any of the company’s creditors objected to the

person’s release before the end of the period for so

objecting prescribed by the rules, such time as the

Secretary of State may, on an application by that

person, determine, and

(ii)
otherwise, the time at which the person vacated

office.”

      (5)
After subsection (4) insert—

“(4ZA)
Where the person is removed from office by a decision of the

company’s creditors, any decision of the company’s creditors as to

whether the person should have his release must be made by a

qualifying decision procedure.”

44
Omit section 194 (resolutions passed at adjourned meetings).

45  (1)
Section 195 (meetings to ascertain wishes of creditors or contributories) is

amended as follows.

      (2)
In subsection (1)(b), for the words from “meetings” to the end substitute

“qualifying decision procedures to be instigated or the deemed consent

procedure to be used in accordance with any directions given by the court, and

appoint a person to report the result to the court”.

      (3)
In the heading, for “Meetings” substitute “Court’s powers”.

46  (1)
Section 201 (voluntary winding up - dissolution) is amended as follows.

      (2)
In subsection (1)—

(a)
omit “and return”;

(b)
after “or” insert “his final account and statement under”.

      (3)
In subsection (2)—

Public Bill Committee:
301

, continued

(a)
for “and return” substitute “, or the account and statement,”;

(b)
after “register” insert “it or”;

(c)
for “the return” substitute “the account”.

47
In section 202(3) (early dissolution in England and Wales) after “creditors”

insert “, other than opted-out creditors,”.

48
In section 204(2) (early dissolution: Scotland) for “meeting or meetings”

substitute “liquidator has been appointed”.

49  (1)
Section 205 (compulsory winding up - dissolution) is amended as follows.

      (2)
For subsection (1)(a) substitute—

“(a)
a final account and statement sent under section 146(4) (final

account);”.

      (3)
In subsection (2)—

(a)
after “receipt of” insert “the final account and statement or”;

(b)
after “register” insert “them or”;

(c)
omit the second “of the notice”.

50
In section 208(2) (misconduct in course of winding up), for “at any meeting”

substitute “in connection with any qualifying decision procedure or deemed

consent procedure”.

51  (1)
Schedule 10 (offences) is amended as follows.

      (2)
For the entries for section 94(4) and (6) substitute—

“94(4)
Liquidator failing to
Summary
Level 3 on

send to company

the standard

members a copy of

scale

account of winding up

94(5)
Liquidator failing to
Summary
Level 3 on
One tenth of

send to registrar a copy

the standard
level 3 on the

of account of winding

scale
standard

up

scale”

      (3)
Omit the entry for section 98(6).

      (4)
In the entry for section 99(3), in column 2, for the words from “attend” to

“meeting” substitute “send statement in prescribed form to creditors”.

      (5)
After the entry for section 99(3) insert—

“100(9)
Directors failing to
1. On
A fine

seek creditors’
indictment

agreement to

appointment of

liquidator
2. Summary
In England and


Wales, a fine.

In Scotland, a fine
       ”

not exceeding the

statutory

maximum.

      (6)
For the entries for section 106(4) and (6) substitute—



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