|
|
| |
| |
|
| | (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 |
|
| | |
| | 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)) |
|
| | |
| | (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 |
|
| | |
| | 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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | 29 (1) | Section 136 (functions of official receiver in relation to office of liquidator) is |
|
| | |
|
|
| |
| |
|
| | (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 |
|
| | |
| | 30 (1) | Section 137 (appointment by Secretary of State) is amended as follows. |
|
| | |
| | (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”. |
|
| | |
| | (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) |
|
| | |
| | (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) |
|
| | |
| | “(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 |
|
|
|
| |
| |
|
| | 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 |
|
| | |
| | 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 |
|
| | |
| | (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) |
|
| | |
| | |
| | (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. |
|
| | |
| | (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 |
|
| | |
| | (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.” |
|
|
|
| |
| |
|
| | 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 |
|
| | |
| | 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.” |
|
| | |
| | (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 |
|
| | |
| | 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 |
|
| | |
| | (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 |
|
| | |
| | (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). |
|
|
|
| |
| |
|
| | (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 |
|
| | |
| | (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 |
|
| | |
| | |
| | (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, |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (ii) | otherwise, the time at which the person vacated |
|
| | |
| | (5) | After subsection (2) insert— |
|
|
|
| |
| |
|
| | “(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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (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 |
|
| | |
| | (ii) | otherwise, the time at which the person vacated |
|
| | |
| | (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 |
|
| | |
| | (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. |
|
| | |
| | |
| | (b) | after “or” insert “his final account and statement under”. |
|
| | |
|
|
| |
| |
|
| | (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 |
|
| | |
| | |
| | (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 |
|
| | |
| | 51 (1) | Schedule 10 (offences) is amended as follows. |
|
| | (2) | For the entries for section 94(4) and (6) substitute— |
|
|
| | (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— |
|
|
| | (6) | For the entries for section 106(4) and (6) substitute— |
|
|