Corporate Insolvency and Governance Bill (HC Bill 128)

(c) the restructuring will result in a tenant under a Scottish
secure tenancy ceasing to be a tenant of the company in
respect of which the order is made, and

(d) the company is not being wound up and is not in
5administration.

(5) The company must comply with sections 115 to 120 (as applied by
subsection (6)) in relation to the proposed restructuring.

(6) Sections 115 to 120 apply in relation to a proposed restructuring to
which this subsection applies as they apply in relation to a proposed
10disposal to which section 107(4) applies, subject to the modification
that section 115A(2) has effect as if, for paragraph (b), there were
substituted—

(b) before the meeting summoned by the court order under
section 901C of the Companies Act 2006 takes place,”.

48 (1) 15Section 101 (restructuring of company) is amended as follows.

(2) After subsection (1) insert—

“(1A) This section also applies where—

(a) a court order is made in respect of a company under section
901F or 901J of the Companies Act 2006, and

(b) 20the restructuring to which the order relates is of a type
mentioned in section 901J(1) of that Act.”

(3) In subsection (2)—

(a) after “subsection (1)” insert “or (1A)”;

(b) in paragraph (b), after “section 900(6)” insert “or (as the case may be)
25section 901J(6)”.

(4) In subsection (3)(a), after “section 100A(3)” insert “or (6) (as the case may
be)”.

(5) In subsection (5), after “section 900” insert “or 901J”.

Financial Services (Banking Reform) Act 2013

49 (1) 30Part 6 of the Financial Services (Banking Reform) Act 2013 (special
administration for operators of certain infrastructure systems) is amended
as follows.

(2) In section 111 (financial market infrastructure administration)—

(a) omit the “and” after paragraph (a), and

(b) 35after paragraph (b) insert “, and

(c) confers power on the Bank of England to participate
in proceedings under Part 26A of the Companies Act
2006 (arrangements and reconstructions: companies
in financial difficulty).”

(3) After section 124 insert—

““Powers to participate in Part 26A proceedings

124A Powers of Bank to participate in Part 26A proceedings

(1) This section applies where Part 26A of the Companies Act 2006 (“the
52006 Act”) (arrangements and reconstructions: companies in
financial difficulty) applies in relation to an infrastructure company.

(2) A relevant applicant must give notice to the Bank of England of—

(a) any application which the relevant applicant intends to make
under section 901C(1) of the 2006 Act, and

(b) 10any application which the relevant applicant believes a
creditor or member of the company has made, or intends to
make, under section 901C(1) of that Act in relation to the
company.

(3) A relevant applicant may not make an application under section
15901C(1) of the 2006 Act in relation to the company without the
consent of the Bank of England.

(4) In this section “relevant applicant”, in relation to a company,
means—

(a) the company;

(b) 20if the company is being wound up, the liquidator;

(c) if the company is in administration, the administrator.

(5) The Bank of England is entitled to be heard at any hearing of an
application made under section 901C or 901F of the 2006 Act in
relation to the company.

(6) 25Any notice or other document required to be sent to a creditor of the
company must also be sent to the Bank of England.

(7) A person appointed for the purpose by the Bank of England is
entitled—

(a) to attend any meeting of creditors of the company
30summoned under section 901C of the 2006 Act;

(b) to make representations as to any matter for decision at such
a meeting.”

Co-operative and Community Benefit Societies Act 2014

50 In section 118 of the Co-operative and Community Benefit Societies Act 2014
35(power to apply provisions about company arrangements and
administration in relation to registered societies), in subsection (2), after
paragraph (c) insert—

“(d) Part 26A of that Act (compromise or arrangement with
creditors where company in financial difficulty).”

40Mutuals’ Deferred Shares Act 2015

51 In section 2 of the Mutuals’ Deferred Shares Act 2015 (restriction on voting
rights), in subsection (2)(b), after “section 896” insert “or 901C”.

Section 8

SCHEDULE 10 Winding-up petitions: Great Britain

Part 1 Prohibition of petitions on basis of statutory demands

1 (1) 5No petition for the winding up of a registered company may be presented
under section 124 of the 1986 Act on or after 27 April 2020 on the ground
specified in paragraph (a) of section 123(1) of that Act, where the demand
referred to in that paragraph was served during the relevant period.

(2) No petition for the winding up of an unregistered company may be
10presented under section 124 of the 1986 Act on the ground set out in section
222 of that Act, where the demand referred to in section 222 was served
during the relevant period.

(3) In this Part of this Schedule, the “relevant period” is the period which—

(a) begins with 1 March 2020, and

(b) 15ends with 30 June 2020 or one month after the coming into force of
this Schedule, whichever is the later.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

Part 2 Restriction on winding-up petitions and orders

20Restriction on winding-up petitions: registered companies

2 (1) A creditor may not during the relevant period present a petition under
section 124 of the 1986 Act for the winding up of a registered company on a
ground specified in section 123(1)(a) to (d) of that Act (“the relevant
ground”), unless the condition in sub-paragraph (2) is met.

(2) 25The condition referred to in sub-paragraph (1) is that the creditor has
reasonable grounds for believing that—

(a) coronavirus has not had a financial effect on the company, or

(b) the facts by reference to which the relevant ground applies would
have arisen even if coronavirus had not had a financial effect on the
30company.

(3) A creditor may not during the relevant period present a petition under
section 124 of the 1986 Act for the winding up of a registered company on
the ground specified in section 123(1)(e) or (2) of that Act (“the relevant
ground”), unless the condition in sub-paragraph (4) is met.

(4) 35The condition referred to in sub-paragraph (3) is that the creditor has
reasonable grounds for believing that—

(a) coronavirus has not had a financial effect on the company, or

(b) the relevant ground would apply even if coronavirus had not had a
financial effect on the company.

(5) 40This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up petitions: unregistered companies

3 (1) A creditor may not during the relevant period present a petition under
section 124 of the 1986 Act for the winding up of an unregistered company
on a ground specified in section 222, 223 or 224(1)(a) to (c) of that Act (“the
5relevant ground”), unless the condition in sub-paragraph (2) is met.

(2) The condition referred to in sub-paragraph (1) is that the creditor has
reasonable grounds for believing that—

(a) coronavirus has not had a financial effect on the company, or

(b) the facts by reference to which the relevant ground applies would
10have arisen even if coronavirus had not had a financial effect on the
company.

(3) A creditor may not during the relevant period present a petition under
section 124 of the 1986 Act for the winding up of an unregistered company
on the ground specified in section 224(1)(d) or (2) of that Act (“the relevant
15ground”), unless the condition in sub-paragraph (4) is met.

(4) The condition referred to in sub-paragraph (3) is that the creditor has
reasonable grounds for believing that—

(a) coronavirus has not had a financial effect on the company, or

(b) the relevant ground would apply even if coronavirus had not had a
20financial effect on the company.

(5) This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up petitions: petitions made before commencement

4 (1) This paragraph applies where a creditor presents a petition under section
124 of the 1986 Act—

(a) 25on or after 27 April 2020, but

(b) before the day on which this Schedule comes into force.

(2) If the court to which the petition is presented is satisfied that the creditor
presented it without the condition in paragraph 2(2) or (4) or paragraph 3(2)
or (4) (as the case may be) being met, the court may make such order as it
30thinks appropriate to restore the position to what it would have been if the
petition had not been presented.

(3) If it appears to the official receiver or, in Scotland, the interim liquidator that
the person who presented the petition did so without the condition in
paragraph 2(2) or (4) or paragraph 3(2) or (4) (as the case may be) being met,
35the official receiver or interim liquidator must refer the matter to the court to
determine whether to make an order under sub-paragraph (2).

(4) For the purposes of the 2016 Insolvency Rules or Rules of Court in Scotland,
a reference under sub-paragraph (3) is to be treated as if it were an
application under section 147 of the 1986 Act.

40Restriction on winding-up orders: registered companies

5 (1) This paragraph applies where—

(a) a creditor presents a petition for the winding up of a registered
company under section 124 of the 1986 Act in the relevant period,

(b) the company is deemed unable to pay its debts on a ground specified
in section 123(1) or (2) of that Act, and

(c) it appears to the court that coronavirus had a financial effect on the
company before the presentation of the petition.

(2) 5The court may wind the company up under section 122(1)(f) of the 1986 Act
on a ground specified in section 123(1)(a) to (d) of that Act only if the court
is satisfied that the facts by reference to which that ground applies would
have arisen even if coronavirus had not had a financial effect on the
company.

(3) 10The court may wind the company up under section 122(1)(f) of the 1986 Act
on the ground specified in section 123(1)(e) or (2) of that Act only if the court
is satisfied that the ground would apply even if coronavirus had not had a
financial effect on the company.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

15Restriction on winding-up orders: unregistered companies

6 (1) This paragraph applies where—

(a) a creditor presents a petition for the winding up of an unregistered
company under section 124 of the 1986 Act in the relevant period,

(b) the company is deemed unable to pay its debts on a ground specified
20in section 222, 223 or 224 of that Act, and

(c) it appears to the court that coronavirus had a financial effect on the
company before the presentation of the petition.

(2) The court may wind the company up under section 221(5)(b) of the 1986 Act
on a ground specified in section 222, 223 or 224(1)(a) to (c) of that Act only if
25the court is satisfied that the facts by reference to which that ground applies
would have arisen even if coronavirus had not had a financial effect on the
company.

(3) The court may wind the company up under section 221(5)(b) of the 1986 Act
on the ground specified in section 224(1)(d) or (2) of that Act only if the court
30is satisfied that the ground would apply even if coronavirus had not had a
financial effect on the company.

(4) This paragraph is to be regarded as having come into force on 27 April 2020.

Restriction on winding-up orders: orders made before commencement

7 (1) This paragraph applies where—

(a) 35a court makes an order under section 122(1)(f) or 221(5)(b) of the 1986
Act on or after 27 April 2020 but before the day on which this
Schedule comes into force, and

(b) the order was not one which the court would have made had
paragraphs 5 and 6 been in force at the time.

(2) 40The court is to be regarded as having had no power to make the order (and,
accordingly, the order is to be regarded as void).

(3) Neither the official receiver nor the liquidator or provisional liquidator is
liable in any civil or criminal proceedings for anything done pursuant to the
order.

(4) The court may give such directions to the official receiver, liquidator or
provisional liquidator as it thinks fit for the purpose of restoring the
company to which the order relates to the position it was in immediately
before the petition was presented.

(5) 5If at any time it appears to the official receiver or, in Scotland, the interim
liquidator that—

(a) an order made by the court under section 122(1)(f) or 221(5)(b) of the
1986 Act is void by virtue of sub-paragraph (2), and

(b) it might be appropriate for the court to give directions under sub-
10paragraph (4),

the official receiver or interim liquidator must refer the matter to the court to
determine whether to give such directions.

(6) For the purposes of the 2016 Insolvency Rules or Rules of Court in Scotland,
a reference under sub-paragraph (5) is to be treated as if it were an
15application under section 147 of the 1986 Act.

Modifications of 1986 Act

8 (1) Paragraphs 9 to 18 apply where—

(a) a creditor presents a petition under section 124 of the 1986 Act during
the relevant period in relation to a registered or unregistered
20company, and

(b) the court to which it is presented makes an order under section
122(1)(f) or 221(5)(b) of that Act (“the winding-up order”).

(2) Paragraphs 9 to 18 are to be regarded as having come into force on 27 April
2020.

9 25If the winding up would by virtue of section 129(2) of the 1986 Act be
deemed to commence at the time of the presentation of the petition, the
winding up is instead for the purposes of that Act to be deemed to
commence on the making of the winding-up order.

10 In section 74 of the 1986 Act (liability as contributories of present and past
30members), subsection (2)(a) has effect as if the reference to one year or more
before the commencement of the winding up were to—

(a) one year or more before the day on which the petition was presented,
or

(b) if the winding-up order was made more than 6 months after the day
35on which the petition was presented, 18 months or more before the
day on which the winding-up order was made.

11 In section 206 of the 1986 Act (fraud etc in anticipation of winding up),
subsection (1) has effect as if the reference to 12 months immediately
preceding the commencement of the winding up were to a period which—

(a) 40begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was
presented, and

(ii) the day 18 months before the day on which the winding-up
order was made, and

(b) 45ends with the day on which the winding-up order was made.

12 In section 207 of the 1986 Act (transactions in fraud of creditors), subsection
(2)(a) has effect as if the reference to conduct occurring more than 5 years
before the commencement of the winding up were to conduct occurring—

(a) more than 5 years before the day on which the petition was
5presented, or

(b) if the winding-up order was made more than 6 months after the day
on which the petition was presented, more than 5 years and 6 months
before the day on which the winding-up order was made.

13 In section 208 of the 1986 Act (misconduct in course of winding up),
10subsection (2) has effect as if the reference to 12 months immediately
preceding the commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) the day 12 months before the day on which the petition was
presented, and

(ii) 15the day 18 months before the day on which the winding-up
order was made, and

(b) ends with the day on which the winding-up order was made.

14 (1) Section 214A of the 1986 Act (as inserted for the purposes of limited liability
partnerships by the Limited Liability Partnership Regulations 2001 (S.I.
202001/1090) and the Limited Liability Partnership (Scotland) Regulations
2001 (S.S.I. 2001/128S.S.I. 2001/128)) has effect as follows.

(2) Subsection (2) has effect as if the reference to 2 years ending with the
commencement of the winding up were to a period which—

(a) begins with whichever is the later of—

(i) 25the day 2 years before the day on which the petition was
presented, and

(ii) the day 2 years and 6 months before the day on which the
winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

15 (1) 30Section 240 of the 1986 Act (definition of “relevant time”) has effect as
follows.

(2) Subsection (1)(a) has effect as if the reference to the period of 2 years ending
with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) 35the day 2 years before the day on which the petition was
presented, and

(ii) the day 2 years and 6 months before the day on which the
winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) 40Subsection (1)(b) has effect as if the reference to the period of 6 months
ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 6 months before the day on which the petition was
presented, and

(ii) 45the day 12 months before the day on which the winding-up
order was made, and

(b) ends with the day on which the winding-up order was made.

16 (1) Section 242 of the 1986 Act (gratuitous alienations (Scotland)) has effect as
follows.

(2) Subsection (3)(a) has effect as if the reference to a day not earlier than 5 years
before the date on which the winding up of the company commences were
5to—

(a) a day not earlier than 5 years before the day on which the petition
was presented, or

(b) if the winding-up order was made more than 6 months after the day
on which the petition was presented, a day not more than 5 years and
106 months before the day on which the winding-up order was made.

(3) Subsection (3)(b) has effect as if the reference to a day not earlier than 2 years
before the date on which the winding up of the company commences were
to—

(a) a day not earlier than 2 years before the day on which the petition
15was presented, or

(b) if the winding-up order was made more than 6 months after the day
on which the petition was presented, a day not more than 2 years and
6 months before the day on which the winding-up order was made.

17 In section 243 of the 1986 Act (unfair preferences (Scotland)), subsection (1)
20has effect as if the reference to a preference created not earlier than 6 months
before the commencement of the winding up were to a preference created—

(a) not earlier than 6 months before the day on which the petition was
presented, or

(b) if the winding-up order was made more than 6 months after the day
25on which the petition was presented, not earlier than 12 months
before the day on which the winding-up order was made.

18 (1) Section 245 of the 1986 Act (avoidance of certain floating charges) has effect
as follows.

(2) Subsection (3)(a) has effect as if the reference to the period of 2 years ending
30with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) the day 2 years before the day on which the petition was
presented, and

(ii) the day 2 years and 6 months before the day on which the
35winding-up order was made, and

(b) ends with the day on which the winding-up order was made.

(3) Subsection (3)(b) has effect as if the reference to the period of 12 months
ending with the onset of insolvency were to the period which—

(a) begins with whichever is the later of—

(i) 40the day 12 months before the day on which the petition was
presented, and

(ii) the day 18 months before the day on which the winding-up
order was made, and

(b) ends with the day on which the winding-up order was made.

45Modification of Insolvency Rules and Rules of Court

19 (1) This paragraph applies in relation to a petition which is presented in
England and Wales by a creditor under section 124 of the 1986 Act—

(a) on or after the day on which this Schedule comes into force, but

(b) before the end of the relevant period.

(2) Any provision of the 2016 Insolvency Rules which requires or permits (or
authorises the court to require or permit) notice, publication or
5advertisement of the petition does not apply until such time as the court has
made a determination in relation to the question of whether it is likely that
the court will be able to make an order under section 122(1)(f) or 221(5)(b) of
the 1986 Act.

(3) Rule 7.5(1) of the 2016 Insolvency Rules (contents of winding-up petition)
10has effect as if it also required the petition to contain a statement that the
petitioner considers that the condition described in paragraph 2(2) or (4) or
3(2) or (4) of this Schedule (as the case may be) is met.

(4) In Rule 12.39 of the 2016 Insolvency Rules (the court file), the rights referred
to in paragraphs (3) to (5) of that Rule are not exercisable without the
15permission of the court until such time as the court has made the
determination referred to in sub-paragraph (2).

20 (1) This paragraph applies in relation to a petition which is presented in
Scotland by a creditor under section 124 of the 1986 Act—

(a) on or after the day on which this Schedule comes into force, but

(b) 20before the end of the relevant period.

(2) Any provision of Rules of Court which requires or permits (or authorises the
court to require or permit) notice, publication, advertisement or inspection
of the petition or proceedings does not apply until such time as the court has
made a determination in relation to the question of whether it is likely that
25the court will be able to make an order under section 122(1)(f) or 221(5)(b) of
the 1986 Act.

(3) The court may by order in any case disapply sub-paragraph (2), so far as
relating to inspection of the petition or proceedings, to any extent.

(4) Rules of Court in Scotland have effect as if they required the petition to
30contain an averment that the petitioner considers that the condition
described in paragraph 2(2) or (4) or 3(2) or (4) of this Schedule (as the case
may be) is met.

Interpretation

21 (1) In this Part of this Schedule, “relevant period” means the period which—

(a) 35begins with 27 April 2020, and

(b) ends with 30 June 2020 or one month after the coming into force of
this Schedule, whichever is the later.

(2) For the purposes of this Part of this Schedule, references to a petition
presented by a creditor—

(a) 40do not include a petition presented by one or more creditors together
with one or more other persons, but

(b) subject to that, do include a petition presented by more than one
creditor (in which case the condition referred to in paragraph 3(2) or
(4) or 4(2) or (4) must be met in relation to each creditor presenting
45the petition).

(3) For the purposes of this Part of this Schedule—

Corporate Insolvency and Governance BillPage 209

• “the 2016 Insolvency Rules” means the Insolvency (England and Wales)
  Rules 2016 (S.I. 2016/1024S.I. 2016/1024);

• “coronavirus” means severe acute respiratory syndrome coronavirus 2

  (d) (SARS-CoV-2);

• 5coronavirus has a “financial effect” on a company if (and only if) the
  company’s financial position worsens in consequence of, or for
  reasons relating to, coronavirus;

• “interim liquidator” means a person appointed under section 138(1) of
  the 1986 Act.

10Part 3 General

22 In this Schedule—

• “the 1986 Act” means the Insolvency Act 1986;

• “registered company” means a company registered under the
  15Companies Act 2006 in England and Wales or Scotland;

• “unregistered company” has the same meaning as in Part 5 of the 1986
  Act.

23 (1) The provisions of this Schedule, so far as relating to registered companies,
have effect as if they were included in Part 4 of the 1986 Act.

(2) 20Sub-paragraph (1) does not apply in relation to paragraph 19 or 20
(modification of insolvency rules).

(3) In the application of the provisions of this Schedule to charitable
incorporated organisations (by virtue of sub-paragraph (1) and paragraph 1
of Schedule 1 to the Charitable Incorporated Organisations (Insolvency and
25Dissolution) Regulations 2012 (S.I. 2012/3013S.I. 2012/3013)) references to section 122(1)(f)
of the 1986 Act are to be taken as references to section 122(1)(c) of that Act
(as inserted by that Schedule for the purposes of those organisations).

Section 9

SCHEDULE 11 Winding-up petitions: Northern Ireland

30Part 1 Prohibition of petitions on basis of statutory demands

1 (1) No petition for the winding up of a registered company may be presented
under Article 104 of the 1989 Order on or after 27 April 2020 on the ground
specified in sub-paragraph (a) of Article 103(1) of that Order, where the
35demand referred to in that sub-paragraph was served during the relevant
period.

(2) No petition for the winding up of an unregistered company may be
presented under Article 104 of the 1989 Order on the ground set out in
Article 186 of that Order, where the demand referred to in Article 186 was
40served during the relevant period.

(3) In this Part of this Schedule, the “relevant period” is the period which—